Common use of Condition of Premises Clause in Contracts

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes Landlord shall deliver the Premises and Landlord’s Work shall be good and workmanlike using first class materials. Landlord’s Work is hereby warranted for one year from the Rent Commencement Date and no warranty or representation costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as to the case may be, at the time Tenant occupies the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the The Premises and has had adequate opportunity to investigate and inspect the condition of the Premisesshall be initially improved as provided in, and enters into this Lease upon subject to, the basis of its own review, Tenant Work Letter attached hereto as Exhibit “B” and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSmade a part hereof. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition The existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises as and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and when Lessee evacuates mechanical systems, wherever located in the Premises on or the Termination Date Building, (ii) to alter, close or relocate any extension thereoffacility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations. No incursion into or through the Premises shall be made without Tenant’s consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Datedate hereof, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date date hereof shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and has had adequate opportunity satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to investigate alter, remodel or improve the Premises or the Building and inspect no representation by Landlord or its agents respecting the condition of the Premises, and enters into Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease upon the basis of its own review, and is leasing Lease. Tenant accepts the Premises in their “AS AS-IS, WHERE IS” CONDITION WHERE-IS AND WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations no representations, warranties, guarantees, promises, statements or warranties estimates of any kind nature whatsoever upon which Tenant is relying whether written or natureoral, express or implied, as in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the condition contrary contained in this Lease, if within thirty (financial or otherwise), value or quality 30) days following Landlord’s delivery of possession of the productsPremises to Tenant, assets or properties it is determined that any of the Premises. Lessee hereby accepts mechanical or utility systems serving any portion of the Premises was not in their good operating condition existing for the use contemplated by Tenant as of the Effective Date, subject delivery of possession of the Premises by Landlord to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the Tenant (but without regard to any subsequent particular use of the Premises, and accepts this Lease subject thereto and Premises by Tenant or any subsequent alterations or improvements made to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofby Tenant).

Condition of Premises. Lessor makes no warranty The Tenant’s taking possession of the Premises or representation as any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when the Tenant took possession. At the expiration or other termination of this Lease or of Tenant’s right of possession, Tenant shall leave the Premises, and during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant or those claiming under Tenant or their employees or invitees respectively) alone excepted; and for that purpose, during the term of this Lease, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the Premises and of any breakage or defects in the window glass, wires or plumbing, heating, ventilating or cooling, life safety or electrical apparatus or systems on or serving the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with 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 has had adequate opportunity all other items of Tenant’s property so that the Premises is in broom clean condition and Landlord may again have and repossess the Premises free and clear of any interest of Tenant, any subtenant or any other party. Tenant shall comply with all laws, rules, orders, ordinances and regulations at any time issued or in force by any lawful authority, applicable to investigate and inspect the condition Tenant or any other occupant of the Premises, and enters into this Lease upon or to the basis of its own reviewPremises, and is leasing or to the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition use or occupancy of the Premises. Lessee has investigated and has knowledge Tenant shall repair, at or before expiration or termination of operative this Lease or proposed governmental laws and regulations includingof Tenant’s right of possession, without limitation, environmental laws and regulations all damage done to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination any other part of the applicability Building by installation or removal of furniture and effect property by Tenant or any subtenant or any agent, employee or invitee of such laws and regulationsTenant or any subtenant. Lessee acknowledges that Lessor expressly disclaims Tenant shall, upon demand, pay to Landlord the amount of any representations damages suffered or warranties incurred by Landlord as a result of any injury to any part of the Property other than the Premises, done by Tenant or any subtenant or any agent, employee or invitee of Tenant or any subtenant. Tenant shall not do or commit, or suffer or permit to be done or committed, any act or thing as a result of which any policy of insurance of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in connection with the Premises as Property shall become void or suspended, or any insurance risk on or in connection with the Building or any other portion of the Effective Date Property shall remain on (in the Premises as and when Lessee evacuates opinion of the Premises on the Termination Date insurer or any extension thereofinsurance organization) be rendered more hazardous; without limitation of all other rights and remedies of Landlord, Tenant shall pay as additional rent the amount of any increase of premiums for such insurance, resulting from any breach of this provision.

Condition of Premises. Lessor makes no warranty or representation Completion of the Tenant Improvements (as defined in the Work Letter) by Tenant shall be governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s obligation to construct the Tenant Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant’s obligation to pay Rent under this Lease. Tenant acknowledges that Tenant has had an opportunity to conduct a thorough and diligent inspection and investigation of the Premises, Common Area and Building Systems (as defined in Paragraph 8(a) below) for each Building (including, without limitation, the electrical and HVAC capacity and distribution systems to and throughout the Premises). Lessee acknowledges Landlord shall deliver to Tenant, and agrees that it has occupied and familiarized itself with Tenant shall accept, the Premises in their “as-is, where-is condition, with all faults” as of the date of this Lease; provided, however, that the roof and Building Systems of each Building shall be delivered in good order and working condition, and if Tenant notifies Landlord within three (3) months following either Delivery Date that any of the Building Systems (excluding any portion of such Building Systems damaged or altered by Tenant as part of, or during installation of, the Tenant Improvements) serving the applicable Building are not in good working condition, then Landlord shall perform the necessary maintenance, repair and/or replacement of said portions of the Building Systems so that they are in good working condition and the cost of any resulting capital repairs or replacements (as opposed to routine maintenance) of such Building Systems that are deemed necessary by Landlord will not be included in Expenses; provided, however, that the foregoing warranty and undertaking by Landlord shall not apply to the extent of any damage caused by Tenant’s construction of the Tenant Improvements or by other acts or omissions of Tenant or Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the preceding sentence, Landlord has had adequate opportunity not made and will not make any representation or warranty, express or implied, with respect to investigate and inspect the condition of the Premises, and enters into this Lease upon Buildings, Common Area or Building Systems, or with respect to the basis suitability, fitness or capacity of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition any of the Premisesforegoing for the conduct of Tenant’s Permitted Use or for any other purpose. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as Subject to the condition (financial or otherwise)foregoing, value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use by accepting delivery of the Premises, and accepts this Lease subject thereto Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended, and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees have acknowledged that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the condition of the Premises complies with Landlord’s obligations for delivery of the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofprovided in this Paragraph 3(b).

Condition of Premises. Lessor makes no warranty 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 representation as to the Premises. Lessee acknowledges warranties", and Tenant hereby agrees and warrants that it has occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant's purposes, and enters 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 representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their “AS ISthe above-described condition. Nothing contained herein is intended to, WHERE IS” CONDITION WITH ALL FAULTSnor shall, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONobligate Landlord to implement sustainability practices for the Project or to seek certification under, RENOVATIONor make modifications in order to obtain, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSa certification from LEED or any other comparable certification. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the The Premises are or may shall be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, initially improved as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisesprovided in, and accepts this Lease subject thereto to, the Tenant Work Letter attached hereto as Exhibit "D" and to all matters disclosed thereby and by any exhibits attached heretomade a part hereof. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or The existing leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the "Tenant Improvements." The taking of possession of the Premises as and when Lessee evacuates by Tenant shall conclusively establish that the Premises on and the Termination Date Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any extension thereofsuccessor provision of law.

Condition of Premises. Lessor makes no warranty or representation Except as to the Premises. Lessee acknowledges provided in Sections 8.2 and agrees that it has occupied and familiarized itself with 9.2 of this Lease, Tenant hereby accepts the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises Building in their present “AS IS, WHERE IS” CONDITION and “WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their ” condition existing as of the Effective Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretohereto and any Punch-List items required to be completed by Landlord as set forth in Section 9.2 below. Lessee Tenant hereby agrees and warrants that all furnitureit has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, equipmentand Tenant does hereby waive and disclaim any objection to, machinery 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 representations or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and all other personal property, excepting any computers, Tenant expressly warrants and represents that are located Tenant has relied solely on or its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in the Premises as above-described condition. The taking of possession of the Effective Date Premises by Tenant shall remain on conclusively establish that the Premises and the Building were at such time in satisfactory condition. In addition, except as provided in Section 8.2, Tenant shall at Tenant’s expense, comply with all applicable laws, statutes, ordinances, rules, regulations, orders, restrictions of record, and when Lessee evacuates requirements in effect during the Premises on the Termination Date Lease Term or any extension thereofpart of the term hereof regulating the use or alteration by Tenant of the Premises. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law.

Condition of Premises. Lessor makes no warranty or representation Except as otherwise agreed to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with in writing, Tenant's taking possession of the Premises shall be conclusive evidence as against the Tenant that the Premises were in good order and has had adequate opportunity satisfactory condition when the Tenant took possession, subject to investigate punch list items and inspect latent defects. No promise of the Landlord to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the PremisesPremises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a separate agreement signed by Landlord and enters into Tenant. Tenant shall, at the termination or expiration of this Lease or upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use Tenant's abandonment of the Premises, (i) surrender the Premises to Landlord in broom-clean and accepts in good condition and repair - normal wear and tear, casualty and condemnation excepted, and if not returned to Landlord in broom-clean and good condition (normal wear and tear, casualty and condemnation excepted), then Tenant shall pay Landlord the cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord's demand; (ii) return all keys to Landlord; (iii) at its sole expense, remove any of Tenant's equipment which may cause contamination of the property; (vi) clean up any existing contamination caused by Tenant or Tenant's employees, agents, contractors, or invitees in compliance with all Environmental Requirements; and (v) leave the Premises totally free of any contamination caused by Tenant or Tenant's employees, agents, contractors or invitees. Landlord warrants that to the best of Landlord's knowledge and based on an environmental assessment performed by an independent company that the Project on the date of the execution of this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the date possession of the Premises as is given the Tenant is free of the Effective Date any environmental contamination. Tenant shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date not be responsible for any contamination not caused by Tenant, its employees, agents, contractors, or any extension thereofinvitees.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with Landlord shall deliver the Premises (including, but not limited to HVAC (as hereinafter defined), electrical, plumbing, sewer and has had adequate opportunity to investigate and inspect the condition of the Premisesother Building systems, and enters into this the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease upon the basis of its own review, Commencement Date and is leasing Tenant shall accept the Premises in their “"AS IS" condition. To Landlord's knowledge, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition as of the Premisesdate of this lease, all electrical, plumbing, sewer and other Building Systems servicing the Premises and exterior walls are in good operating condition. Lessee has investigated and has knowledge of operative In the event that any electrical, plumbing, sewer or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which other Building Systems servicing the Premises are or may be subject and enters into this not in good operating condition on the Lease upon the basis of its review and determination Commencement Date, provided that Tenant gives Landlord written notice of the applicability and effect nature of the problem prior to the earlier of: (i) Tenant's commencing any changes, alterations or construction in the Premises, or (ii) thirty (30) days after the Lease Commencement Date, time being of the essence, Landlord shall cause such laws and regulationssystems to be placed into good operating condition. Lessee Other than as expressly set forth in this Lease, Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any representations agent of Landlord has made any representation or warranties warranty with respect to the Premises or with respect to the present or future suitability of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality part of the products, assets Premises for the conduct of Tenant's business or properties of the Premisesuses proposed by Tenant. Lessee Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Effective Datecondition, subject to all applicable zoning, municipal, county and state (commonwealth) 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 to all of the foregoing and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofthis Lease.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition Having made such inspection of the Premises, the Building or the Project as it deemed prudent and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations appropriate (including, without limitation, environmental laws and regulations testing for the presence of mold), subject to which the Premises are or may be subject and enters into terms of this Lease upon and the basis Work Letter for the construction of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or natureTenant Improvements, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises in their condition existing as of the Effective Commencement Date, “AS-IS” and “WITH ALL FAULTS” subject to all Applicable Laws, including but not limited to any applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, Landlord’s obligations pursuant to Section 1.1 of the Work Letter to complete the Landlord’s Work, Landlord’s express representations and warranties hereunder, and any Private Restrictions or 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. Lessee hereby agrees that all furniture, equipment, machinery Except as specifically set forth in this Lease and all other personal property, excepting any computers, that are located on or in the Premises as Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Effective Date shall remain on Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises as and when Lessee evacuates for the conduct of Tenant’s business. Neither party has been induced to enter into this Lease by, nor is either party relying on, any representation or warranty outside those expressly set forth in this Lease. The commencement of business operations from the Premises on by Tenant shall CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. presumptively establish that, subject to the Termination Date or any extension thereofterms of Section 5.06 below, the Premises and Building were at such time in good and sanitary order, condition and repair.

Condition of Premises. Lessor makes no warranty or representation Sublandlord represents and warrants to Subtenant that, on the date hereof, to Sublandlord’s actual knowledge, without investigation, the roof of the Building does not leak and the Premises do not violate any applicable building code. Sublandlord shall deliver (a) the Initial Premises (including the Data Room, but excluding the Lab Space) to Subtenant in vacant, broom clean condition, decommissioned, and with the plumbing, electrical systems, fire sprinkler system, elevator system, lighting, air conditioning, heating and all other building systems serving the Premises in good operating condition and repair, (b) the Expansion Premises to Subtenant in vacant, broom clean condition and decommissioned, and (c) the Lab Space to Subtenant in vacant, broom clean condition and decommissioned (in each case, as to otherwise in substantially the Premisessame condition as of the date of this Sublease, the “required condition”). Lessee acknowledges and agrees that it Subtenant has occupied and familiarized itself with inspected the Premises and has had adequate opportunity to investigate and inspect the condition of the Premisesall improvements located therein, and enters into this Lease upon the basis of its own review, and is leasing has agreed to accept the Premises in their an “AS IS, WHERE AS-IS” CONDITION WITH ALL FAULTScondition, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of in its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, date of this Sublease subject to all applicable zoning, municipal, county county, state and state federal laws, ordinances and regulations governing and regulating the use and occupancy of the Premises, and accepts this Lease the Sublease subject thereto and to all matters disclosed thereby thereby, without warranty or representation concerning the same, except as set forth in the first and by second sentences of this Section 8. Except as may be required to comply with the terms of the Master Lease that Subtenant is not yet obligated to perform or to comply with the delivery obligations in the second sentence of this section, Sublandlord shall have no obligation whatsoever to make or pay the cost of any exhibits attached hereto. Lessee hereby agrees that all furniturealterations, equipmentimprovements or repairs to the Building, machinery and all other personal propertythe Common Areas or the Premises, excepting including without limitation any computersimprovement or repair required to comply with any law, regulation, building code or ordinance (including without limitation the Americans with Disabilities Act of 1990); provided, however, that are located on or in Sublandlord’s obligation to deliver the building systems serving the Premises in good working order as required under the first (1st) sentence of this Section 8 shall include the Effective Date shall remain on obligation to perform the Premises as and when Lessee evacuates work described in Exhibit F before the Premises on the Termination Date or any extension thereofDelivery Date.

Condition of Premises. Lessor makes no warranty Landlord may, at its sole cost and expense, and commencing before or representation after execution hereof, renovate the Premises as described on Exhibit C attached hereto (the "Renovations"). Landlord may modify the scope of the Renovations at its sole and absolute discretion, and Tenant's obligations hereunder are not contingent upon Landlord's completion of the Renovations or Landlord making any other improvements to the Premises. Lessee acknowledges and agrees Landlord shall construct such Renovations in coordination with Tenant so as to minimize the impact on Hotel operations to the extent reasonably possible. Tenant represents that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of examined the Premises, is satisfied with the physical condition thereof and enters into this Lease upon the basis of its own review, and is leasing the Premises agrees to accept same in their “"AS IS" condition. Tenant further acknowledges that Landlord has not made any representation as to such physical condition, WHERE IS” CONDITION WITH ALL FAULTSthe rents, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING leases, expenses of operation or any other matter or thing affecting or relating to the Premises, except as may be herein expressly set forth. AS A MATERIAL INDUCEMENT TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN LANDLORD'S ENTERING INTO THIS LEASE, NO (A) LANDLORD EXPRESSLY DISCLAIMS AND TENANT ACKNOWLEDGES AND ACCEPTS THAT LANDLORD HAS DISCLAIMED MAKING ANY REPRESENTATIONS, WARRANTIES, EXPRESS OR IMPLIEDASSURANCES WITH RESPECT TO THE PREMISES OTHER THAN AS SPECIFICALLY SET OUT HEREIN, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMSSPECIFICALLY INCLUDING, INCLUDING BUT NOT LIMITED TO, REPRESENTATIONS OR WARRANTIES AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATIONS, GOVERNMENTAL APPROVALS OR GOVERNMENTAL REGULATIONS AND (B) TENANT AGREES THAT WITH RESPECT TO THE PREMISES IT WILL RELY UPON ITS INSPECTIONS THEREOF OR ITS DETERMINATIONS NOT TO INSPECT THE SAME, DOES HEREBY ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, WITH ALL DEFECTS, AND· WITHOUT REFERENCE TO HABITABILITY, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with Landlord shall deliver the Premises (including, but not limited to HVAC (as hereinafter defined), electrical, plumbing, sewer and has had adequate opportunity to investigate and inspect the condition of the Premisesother Building systems, and enters into this the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease upon the basis of its own review, Commencement Date and is leasing Tenant shall accept the Premises in their “AS IS” condition. To Landlord’s knowledge, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition as of the Premisesdate of this lease, all electrical, plumbing, sewer and other Building Systems servicing the Premises and exterior walls are in good operating condition. Lessee has investigated and has knowledge of operative In the event that any electrical, plumbing, sewer or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which other Building Systems servicing the Premises are or may be subject and enters into this not in good operating condition on the Lease upon the basis of its review and determination Commencement Date, provided that Tenant gives Landlord written notice of the applicability and effect nature of the problem prior to the earlier of: (i) Tenant’s commencing any changes, alterations or construction in the Premises, or (ii) thirty (30) days after the Lease Commencement Date, time being of the essence, Landlord shall cause such laws and regulationssystems to be placed into good operating condition. Lessee Other than as expressly set forth in this Lease, Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any representations agent of Landlord has made any representation or warranties warranty with respect to the Premises or with respect to the present or future suitability of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality part of the products, assets Premises for the conduct of Tenant’s business or properties of the Premisesuses proposed by Tenant. Lessee Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Effective Datecondition, subject to all applicable zoning, municipal, county and state (commonwealth) 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 to all of the foregoing and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofthis Lease.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee Tenant acknowledges and agrees that it has occupied the --------------------- Premises are and familiarized itself shall be leased by Landlord to Tenant in its present "as-is" condition, subject to all liens, encumbrances and restrictions affecting the Premises. Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises and has had adequate opportunity to investigate and inspect or the condition thereof, either to its fitness for use, condition, purpose or otherwise as to the quality of the Premisesmaterial or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by Tenant. Tenant acknowledges that Landlord has not investigated and enters into this Lease upon the basis of its own review, and is leasing does not warrant or represent to Tenant that the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSare fit for the purposes intended by Tenant or for any other purposes whatsoever. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further Tenant acknowledges and agrees that it has had an opportunity the Premises are to review and be leased to discuss with various agents and/or representatives of Lessor the environmental condition Tenant in their existing condition, i.e., "as-is", as of the PremisesCommencement Date and at all times thereafter. Lessee has investigated Tenant acknowledges that Tenant shall be solely responsible for any and has knowledge all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of operative or proposed the Premises in accordance with applicable governmental laws and regulations requirements, including, without limitation, environmental laws all governmental charges and regulations fees, if any, which may be due or payable to which applicable authorities. By leasing the Premises, Tenant warrants and represents to Landlord that Tenant has examined and approved all things concerning the Premises are or may be subject which Tenant deems material to Tenant's leasing and enters into this Lease upon the basis of its review and determination use of the applicability Premises. Tenant further acknowledges and effect agrees that: (a) neither Landlord nor any agent of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims Landlord has made any representations representation or warranties of any kind or naturewarranty, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts concerning the Premises in their condition existing as of the Effective Date, subject or which have induced Tenant to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts execute this Lease subject thereto except as contained in this Lease; and to all matters disclosed thereby (b) any other representations and warranties are expressly disclaimed by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofLandlord.

Condition of Premises. Lessor makes no warranty Licensee shall be solely responsible for and shall promptly pay for any preparation of the Premises for use by Licensee to the extent to that Licensee requests or representation as requires any changes to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which any construction, required demising or separation of the Premises are from the balance of Licensor’s space in the Building and any costs not included in the License Fee (defined below) incurred by Licensor relating to the Premises, including, but not limited to, costs for additional security cards or may be subject modifications to card readers or other security arrangements. Licensor shall provide the necessary security cards and enters into this Lease upon the basis of its review and determination readers as of the applicability and effect of such laws and regulationsCommencement Date for the Business Employees (as defined in the MSA) to gain access to the Premises to provide the Services set forth in the MSA. Lessee acknowledges that Lessor expressly disclaims any Licensor makes no representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets Premises or properties fitness of the PremisesPremises for Licensee’s proposed use or any other use. Lessee hereby Licensee accepts the Premises “AS-IS” with all defaults, latent and patent. Licensor considers the Premises to be satisfactory in their present condition existing (as of the Effective Commencement Date) for Service Provider to provide the Services under the MSA. Alcatel-Lucent - CONFIDENTIAL Use Pursuant to Alcatel-Lucent Instructions THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, subject AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT SCHEDULE N – REAL ESTATE LICENSE Except as otherwise specifically set forth herein, Licensor does not agree to all applicable zoningprovide Licensee with any services under this Agreement or License. Licensee, municipalat its sole cost and expense, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in shall keep the Premises as of the Effective Date shall remain on the Premises as in good order and when Lessee evacuates the Premises on the Termination Date or any extension thereofcondition, reasonable wear and tear excepted, to Licensor’s reasonable satisfaction.

Condition of Premises. Lessor makes no warranty or representation On the Commencement Date, Landlord shall deliver and Tenant shall accept the Leased Property in "as is" condition, subject to the Premises. Lessee acknowledges rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, easements and agrees that it has occupied other matters of record, all applicable Legal Requirements, the lien of financing instruments, mortgages and familiarized itself with the Premises deeds of trust, and has had adequate opportunity to investigate and inspect the condition such other matters which would have been disclosed by an inspection of the Premises, Leased Property and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING record title thereto or by an accurate survey thereof. LANDLORD MAKES NO WARRANTY OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIESREPRESENTATION, EXPRESS OR IMPLIED, ARE MADE BY LESSOR IN RESPECT OF THE LEASED PROPERTY OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMSPART THEREOF, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR EITHER AS THE FITNESS FOR A USE, DESIGN OR CONDITION FOR ANY PARTICULAR PURPOSEUSE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF, OR AS TO TITLE, IT BEING AGREED THAT ALL SUCH RISKS SHALL BE BORNE BY TENANT. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges To the extent permitted by law, however, Landlord grants and agrees that it has had an opportunity assigns to review and Tenant all of Landlord's rights to discuss with various agents and/or representatives proceed against any predecessor in title (other than HRPT) for breaches of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative warranties or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties for latent defects in the Leased Property. Landlord shall cooperate with Tenant in the prosecution of any kind such claims, in Landlord's or natureTenant's name, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premisesall at Tenant's sole cost and expense. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the PremisesTenant shall indemnify, and accepts this Lease subject thereto hold harmless Landlord from and to all matters disclosed thereby and against any loss, cost, damage or liability (including attorneys, fees) incurred by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or Landlord in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofconnection with such cooperation.

Condition of Premises. Lessor makes 21.1. Except as otherwise expressly provided in this Agreement (including, without limitation, Seller’s Representations) and in the documents delivered by Seller at Closing, Purchaser shall accept the Premises at the Closing in the “as is”, “where is” condition of the Premises with all faults as of the Closing Date. Purchaser agrees that, except as expressly set forth herein and in the documents delivered by Seller at Closing, Seller shall not be liable for any construction, latent or patent defects in the Premises, and shall not be bound in any manner whatsoever by any guarantees, promises, projections, operating expenses, set-ups or other information pertaining to the Premises made, furnished or claimed to have been made or furnished by Seller or any other Person, including, without limitation, Broker, or any partner, member, manager, shareholder, employee, agent, attorney or other Person representing or purporting to represent Seller or Broker, whether verbally or in writing. Purchaser acknowledges that neither Seller nor any of the employees, agents or attorneys of Seller has made any verbal or written representations or warranties whatsoever to Purchaser, whether express, implied, statutory, or by operation of law, except as expressly set forth in this Agreement and in the documents delivered by Seller at Closing, and, in particular, that no warranty such representations and warranties have been made with respect to the physical or representation as environmental condition or operation of the Premises, the layout or footage of the Premises, the actual or projected revenue and expenses of the Premises or any of the Leases, zoning, environmental, and other laws, regulations and rules applicable to the Premises, or the compliance of the Premises therewith, the quantity, quality or condition of the articles of personal property and fixtures included in the transactions contemplated hereby, the use or occupancy of the Premises or any part thereof or any other matter or thing affecting or relating to the Premises or the transactions contemplated hereby, except as specifically set forth in this Agreement and in the documents delivered by Seller at Closing. Lessee Except for Seller’s Representations, Purchaser has not relied and is not relying upon any representations or warranties, or upon any statements made in any informational materials with respect to the Premises provided by Seller or any other Person, including Broker or any shareholder, member, manager, employee, agent, attorney or other Person representing or purporting to represent Seller or Broker. Without limitation of the foregoing, Purchaser specifically acknowledges and agrees that that, except as expressly provided otherwise in this Agreement, it has occupied and familiarized itself with assumed the Premises and has had adequate opportunity to investigate and inspect risk of changes in the condition of the PremisesPremises between the Effective Date and the Closing Date and no adverse change in such condition shall grant Purchaser any right to terminate this Agreement or to obtain any damages against Seller. IN ADDITION TO, and enters into this Lease upon the basis of its own reviewAND WITHOUT LIMITATION OF THE FOREGOING, and is leasing the Premises in their EXCEPT AS SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY, OR BY OPERATION OF LAW, AS TO THE QUANTITY, QUALITY, MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PREMISES OR ANY COMPONENT THEREOF, AND THE PREMISES AND EACH COMPONENT THEREOF ARE SOLD IN AN “AS IS”, “WHERE IS” CONDITION CONDITION, WITH ALL FAULTS. BY EXECUTING THIS AGREEMENT, WHETHER PREVIOUSLY EXISTING EXCEPT AS SET FORTH IN THIS AGREEMENT AND IN THE DOCUMENTS DELIVERED BY SELLER AT CLOSING, PURCHASER AFFIRMS AND AGREES THAT (A) PURCHASER HAS NOT RELIED ON SELLER’S SKILL OR ARISING FROM JUDGMENT TO SELECT OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF FURNISH THE PREMISES PERFORMED OR ANY COMPONENT THEREOF FOR ANY PARTICULAR PURPOSE, (B) SELLER MAKES NO WARRANTY THAT THE PREMISES OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, (C) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR BY LESSOR OPERATION OF LAW, WITH RESPECT TO THE PREMISES OR OTHERSANY COMPONENT THEREOF, INCLUDING BUT NOT LIMITED (D) PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO BOTH LATENT INSPECT THE PREMISES AND PATENT DEFECTS. EACH COMPONENT THEREOF AND HAS DETERMINED TO PURCHASE THE PREMISES AND EACH COMPONENT THEREOF BASED ON SUCH INSPECTION, AND (E) UPON CLOSING, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH TO PROVIDED HEREIN AND IN THE CONTRARY IN THIS LEASEDOCUMENTS DELIVERED BY SELLER AT CLOSING, NO WARRANTIESPURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, EXPRESS OR IMPLIEDINCLUDING, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER’S INVESTIGATIONS, AND PURCHASER, ON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED, AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF MERCHANTABILITY ACTION (INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION IN TORT, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES CHARACTER, KNOWN OR UNKNOWN, THAT PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT CONSTRUCTION DEFECTS OR PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations includingAND ALL OTHER ACTS, without limitationOMISSIONS, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or natureEVENTS, express or impliedCIRCUMSTANCES, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofOR MATTERS REGARDING THE PREMISES.

Condition of Premises. Lessor makes no Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty or representation as with respect to the Premises. Lessee acknowledges , the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business and agrees that it has occupied and familiarized itself with Tenant shall accept the Premises in their as-is condition. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises were at such time complete and has had adequate opportunity in good, sanitary and satisfactory condition and repair without any obligation on Landlord's part to investigate make any alterations, upgrades or improvements thereto. Notwithstanding the foregoing, Landlord warrants that the Building, the parking areas and inspect any existing improvements in the condition Premises comply with all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances including but not limited to the Americans with Disabilities Act of 1990 ("APPLICABLE REQUIREMENTS") in effect and as interpreted on the date Landlord delivers possession of the Premises to Tenant pursuant to Section 1.7 of the Summary. Said warranty does not apply to the use to which Tenant will put the Premises or to any alterations made or to be made by Tenant. Tenant is responsible for determining whether or not the zoning is appropriate for Tenant's intended use. If the Premises do not comply with said warranty, Landlord shall, as Tenant's sole remedy and promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify the same at Landlord's sole cost and expense; provided, however, if Tenant does not give Landlord written notice of a non-compliance with this warranty within thirty (30) days following the date Landlord delivers possession of the Premises, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and enters into this Lease upon expense. In addition, Landlord warrants that the basis of its own review, existing electrical and is leasing mechanical systems and equipment in the Premises shall be in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor good operating condition on the environmental condition date Landlord delivers possession of the PremisesPremises to Tenant pursuant to Section 1.7 of the Summary. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which If the Premises are or may be subject do not comply with said warranty, Landlord shall, as Tenant's sole remedy and enters into this Lease upon promptly after receipt of written notice from Tenant setting forth with specificity the basis of its review nature and determination of the applicability and effect extent of such laws non-compliance, rectify the same at Landlord's sole cost and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties expense; provided, however, if Tenant does not give Landlord written notice of any kind or nature, express or implied, as to a non-compliance with this warranty within thirty (30) days following the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use date Landlord delivers possession of the Premises, correction of that non-compliance shall be the obligation of Tenant at Tenant's sole cost and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofexpense.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with Landlord shall deliver the Premises (including, but not limited to HVAC (as hereinafter defined), electrical, plumbing, sewer and has had adequate opportunity to investigate and inspect the condition of the Premisesother Building systems, and enters into this the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease upon the basis of its own review, Commencement Date and is leasing Tenant shall accept the Premises in their “"AS IS" condition. Tenant acknowledges that Tenant, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor not Landlord was responsible for the environmental condition construction of the Premises. Lessee has investigated Project, and has knowledge Landlord makes no representation or warranty, and specifically disclaims any representation or warranty concerning the following: (a) whether the Project was constructed in compliance with all Applicable Laws (as defined in ARTICLE 24), and whether any written notice of operative or proposed noncompliance with Applicable Laws concerning the Project was issued by any governmental laws authorities prior to the Lease Commencement Date; (b) whether the Project and regulations including, without limitation, environmental laws and regulations to which the Premises are free of Hazardous Materials (as defined in SECTION 29.31) that are required to be reported to governmental authorities under Applicable Laws, or may which would be subject in violation of any Applicable Laws; and enters into this Lease upon (c) whether the basis Building's electrical, plumbing, heating and ventilation systems are of its review a type, design, quality and determination capacity as commensurate with Comparable Buildings (as defined in SECTION 6.1), and whether they are in good working condition and repair as of the applicability and effect of such laws and regulationsLease Commencement Date. Lessee Other than as expressly set forth in this Lease, Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any representations agent of Landlord has made any representation or warranties warranty with respect to the Premises or with respect to the present or future suitability of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality part of the products, assets Premises for the conduct of Tenant's business or properties of the Premisesuses proposed by Tenant. Lessee Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Effective Datecondition, subject to all applicable zoning, municipal, county and state (commonwealth) 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 to all of the foregoing and to all matters disclosed thereby and by in this Lease. Notwithstanding the foregoing, Landlord shall be responsible for repairing or replacing, as necessary, any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all latent or other personal property, excepting any computers, that are located on defect or change of condition in the Premises as or the Project which materially and adversely affects Tenant's use or occupancy of the Effective Date Premises; provided, however, the Rent hereunder shall remain on in no case be withheld or diminished because of any such latent or other defect, any change in the Premises condition thereof or the existence with respect thereto of any violations of Applicable Laws. Tenant shall have no right to any abatement of Rent except as expressly provided in SECTIONS 6.3, 11.1 and when Lessee evacuates the Premises on the Termination Date or any extension thereof13.1.

Condition of Premises. Lessor makes no warranty Subject to Landlord’s completion of the Landlord’s Improvements in accordance with the Landlord’s Work Letter annexed hereto as EXHIBIT G, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults” and “without any representations or representation as to the Premises. Lessee acknowledges warranties”, and Tenant hereby agrees and warrants that it has occupied investigated and familiarized itself with inspected the condition of the Premises and has had adequate opportunity to investigate the suitability of same for Tenant’s purposes, and inspect 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, and enters into this Lease upon the basis Building or the Project or the suitability of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSsame for Tenant’s purposes. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any agent nor employee of Landlord has made any representations or warranties of any kind or nature, express or implied, as warranty with respect to the condition (financial Premises, the Building, the Common Areas or otherwise), value the Project or quality with respect to the suitability of either for the products, assets or properties conduct of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county Tenant’s business and state laws, ordinances Tenant expressly warrants and regulations governing represents that Tenant has relied solely on its own investigation and regulating the use inspection of the Premises, the Building, the Common Areas and accepts the Project in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject thereto to, the Landlord’s Work Letter attached hereto as EXHIBIT G and to all matters disclosed thereby and by any exhibits attached heretomade a part hereof. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or The existing leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Landlord’s Improvements (as defined in the Landlord’s Work Letter) may be collectively referred to herein as the “Improvements.” Subject to the completion of punch-list items with regard to the initial Landlord’s Improvements to be constructed by Landlord, the taking of possession of the Premises as by Tenant shall conclusively establish that the Premises, the Building, the Common Areas and when Lessee evacuates the Premises on Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Termination Date Civil Code of California or any extension thereofsuccessor provision of law.

Condition of Premises. Lessor makes no warranty Tenant will, during the Lease Term, keep the Leased Premises and the improvements and appurtenances therein in good repair, order and condition, and at the expiration of the Lease Term, or representation at the sooner termination of this Lease as herein provided, deliver up the same in the same good repair, order and condition as at the beginning of the tenancy, reasonable wear and tear excepted, and Tenant shall remove all of its property therefrom prior to such termination. Tenant will pay for all damage to the Premises. Lessee acknowledges Building, its fixtures and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition appurtenances, as well as all damages sustained by other tenants or occupants of the Building due to any waste, misuse or neglect of the Leased Premises, its fixtures and enters into this Lease appurtenances, by Tenant, its employees or any other person or persons upon the basis Leased Premises by Tenant’s permission. Tenant shall not place a load upon any floor of the Leased Premises exceeding the floor load per square foot area which such floor was designed to carry and which may be allowed by law. Landlord reserves the right to prescribe the weight and position of all safes, telephone switchboards, if any, which in the opinion of Landlord may be required under the circumstances, such reinforcing to be at Tenant’s expense. Business machines and mechanical equipment, if approved by Landlord in a separate written agreement between Landlord and Tenant, shall be placed and maintained by Tenant, or at Tenant’s expense, in settings sufficient in Landlord’s judgment to absorb and prevent vibration, noise, or annoyance and Tenant shall, at its own reviewexpense, take such steps as Landlord may direct to remedy any such condition. There shall be no allowance to Tenant for a diminution of rental value, no abatement of rent, and is leasing no liability on the Premises part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord, Tenant or others making any repairs, alterations, additions or improvements in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity or to review and to discuss with various agents and/or representatives of Lessor the environmental condition any portion of the Real Property or Leased Premises. Lessee has investigated , or in or to fixtures, appurtenances or equipment thereof, and has knowledge no liability upon Landlord for failure of operative Landlord or proposed governmental laws and regulations includingothers to make any repairs, without limitationalterations, environmental laws and regulations additions or improvements in or to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination any portion of the applicability and effect Building or of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations Leased Premises, or warranties of any kind in or nature, express or implied, as to the condition (financial fixtures, appurtenances or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisesequipment thereof, and accepts this Lease subject thereto and the foregoing shall not be construed to all matters disclosed thereby and by mean that Landlord has any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofsuch obligations.

Condition of Premises. Lessor makes no The Premises are leased to Tenant in their present condition without representation or warranty or representation as by Landlord and subject to the Premisesexisting state of title, to all applicable Requirements now or hereafter in effect. Lessee acknowledges Tenant has examined the Premises and agrees that it has occupied and familiarized itself with title to the Premises and has had adequate opportunity to investigate and inspect the condition found all of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “same satisfactory for all purposes. LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE THE PREMISES AS IS. TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING ANY WARRANTY OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIESREPRESENTATION, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR WITH RESPECT TO ANY OF ITS AFFILIATES CONCERNING SUCH ITEMSTHE PREMISES AS OF THE COMMENCEMENT DATE, INCLUDING BUT ANY WARRANTY OR REPRESENTATION AS TO (i) ITS FITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, (iv) LANDLORD’S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION OR (xv) COMPLIANCE OF THE PREMISES WITH ANY LAW; AND ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES IS OF ITS SELECTION AND TO ITS SPECIFICATIONS AND THAT THE PREMISES HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE PREMISES OF ANY NATURE, OTHER THAN HAZARDOUS SUBSTANCES OR LATENT HAZARDOUS CONDITIONS NOT LIMITED TOREASONABLY APPARENT AS OF THE COMMENCEMENT DATE, WARRANTIES OF MERCHANTABILITY WHETHER LATENT OR FITNESS PATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR A PARTICULAR PURPOSEANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges The provisions of this paragraph have been negotiated and agrees that it has had an opportunity are intended to review be a complete exclusion and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties negation of any kind or naturewarranty by Landlord, express or implied, as with respect to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use any of the Premises, and accepts this Lease subject thereto and arising pursuant to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date Uniform Commercial Code or any extension thereofother law now or hereafter in effect or arising otherwise.

Condition of Premises. Lessor makes Except as expressly set forth herein, no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind have been made by Sublandlord to Subtenant concerning the condition of the Sublease Premises, nor have any promises to alter or natureimprove the Sublease Premises been made by Sublandlord or any party on behalf of Sublandlord; provided, however, that to the extent the Lease includes covenants of Landlord relating to the condition of the Building and/or the Sublease Premises, Sublandlord hereby agrees that Subtenant shall have the rights and benefits thereto under this Sublease to the extent it affects Subtenant’s improvement, use and occupancy of the Sublease Premises and Sublandlord agrees to use commercially reasonable efforts to enforce the same. Subject to the foregoing, Subtenant is subleasing the Sublease Premises from Sublandlord after having had an opportunity to fully inspect the Sublease Premises and the right not to execute this Sublease if the results of said inspection were unacceptable. Subtenant hereby agrees that the term “as is”, as used in the previous subsection means, upon Subtenant’s approval of said inspection and upon Sublandlord’s completion of the Access Improvements as required by this Sublease, Subtenant is agreeing to sublease the Sublease Premises, without warranty or representation other than those representations and warranties, if any, made by Landlord under the Lease, as to the physical condition of the Sublease Premises and/or the compliance of same with building, fire, health and zoning codes and other applicable laws, ordinances and regulations. Sublandlord hereby expressly disclaims any and all warranties or representations made to Subtenant, whether the same were made by any partner, officer, director or employee of Sublandlord or any other agent, such as a broker, whether oral or written, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes no warranty or As of the Commencement Date, the Premises will be delivered to Tenant with all dock doors and building systems (including, but not limited to, heating, air conditioning, and ventilation, mechanical, electrical, and plumbing systems) in good working order. Tenant acknowledges that, except as expressly stated herein, neither Landlord nor Agent, nor any representative of Landlord, has made any representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with condition of the Premises and has had adequate opportunity to investigate and inspect the condition Property or the suitability of the PremisesPremises and the Property for Tenant’s intended use. Tenant represents and warrants that Tenant has made its own inspection of the Premises and the Property. 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 as expressly and enters specifically set forth in this Lease, including, but not limited to, Exhibit B, it being understood that, if Landlord has agreed to perform any tenant improvements in or to the Premises in consideration of Tenant’s entry into this Lease upon the basis (collectively, “Landlord’s Work”), all of its own reviewLandlord’s Work shall be described on Exhibit B. EXCEPT AS IS OTHERWISE EXPRESSLY SET FORTH HEREIN OR SPECIFICALLY DESCRIBED ON EXHIBIT B ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE, and is leasing the Premises in their TENANT ACCEPTS THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE PREMISES, IN ITS PRESENT “AS IS, ” AND “WHERE IS” CONDITION WITH ALL FAULTSAND LANDLORD DOES NOT BY THE EXECUTION OF THIS LEASE OR OTHERWISE MAKE ANY REPRESENTATION OR WARRANTY, WHETHER PREVIOUSLY EXISTING EXPRESS OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONIMPLIED, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION KIND OR ANY NATURE WHATSOEVER, WITH RESPECT TO THE PREMISES HEREBY DEMISED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. IN EXPANSION OF, AND NOT IN LIMITATION OF THE FOREGOING, TENANT ACKNOWLEDGES THAT THE SQUARE FOOTAGE OF THE PREMISES PERFORMED BY LESSOR AND THE COMPLEX SET FORTH IN SECTION 1.4 IS AN ESTIMATE AND TENANT’S OBLIGATION TO PAY BASE RENT, ADDITIONAL RENT OR OTHERSOTHER AMOUNTS UNDER THIS LEASE WILL NOT IN ANY WAY BE IMPACTED OR MODIFIED IF THE ACTUAL SQUARE FOOTAGE OF THE PREMISES OR THE COMPLEX IS LESS THAN OR MORE THAN INDICATED. EXCEPT AS OTHERWISE SET FORTH HEREIN REGARDING ADA COMPLIANCE, LANDLORD MAKES NO EXPRESS OR IMPLIED WARRANTY OF HABITABILITY OR FITNESS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT THE PREMISES OR IMPROVEMENTS, FOR ANY PURPOSE, OR AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEMERCHANTABILITY, NO WARRANTIESTITLE, EXPRESS VALUE, QUALITY, CONDITION OR IMPLIED, ARE MADE BY LESSOR OR ANY SALABILITY OF ITS AFFILIATES CONCERNING SUCH ITEMSTHE PROPERTY, INCLUDING BUT NOT LIMITED TOTO THE PREMISES OR IMPROVEMENTS, AND SUCH WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE ARE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofEXPRESSLY DISCLAIMED.

Condition of Premises. Lessor makes no warranty or representation as Subject to the Premisesperformance by Landlord of its obligations under the Work Letter Agreement attached hereto as Exhibit "D", Tenant hereby agrees that the ------------ Premises shall be taken "as is". Lessee acknowledges "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that it has occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant's purposes, and enters 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 representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business, and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSan "as is" condition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives The taking of Lessor the environmental condition possession of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which Premises by Tenant shall conclusively establish that the Premises are or may be subject and enters into this Lease upon the basis of its review Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and determination 1942 of the applicability Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as relocate for service to the condition (financial or otherwise), value or quality Premises and/or other parts of the productsProject pipes, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Dateducts, subject to all applicable zoningconduits, municipalwires, county and state laws, ordinances and regulations governing and regulating the use of the Premisesappurtenant fixtures, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnituremechanical systems, equipment, machinery and all other personal property, excepting any computers, that are wherever located on or in the Premises as or the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the Effective Date 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 federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall remain on attempt to perform any such work with the Premises least inconvenience to Tenant as and when Lessee evacuates the Premises on the Termination Date possible, but in no event shall Tenant be permitted to withhold or any extension thereofreduce Basic Rental or other charges due hereunder as a result of same, or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee Tenant acknowledges and agrees that it has occupied and familiarized itself with the Premises are and has had adequate opportunity shall be leased by Landlord to investigate Tenant in its present “as-is” condition, subject to all liens, encumbrances and inspect restrictions affecting the Premises. Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof, either to its fitness for use, condition, purpose or otherwise as to the quality of the Premisesmaterial or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by Tenant. Tenant acknowledges that Landlord has not investigated and enters into this Lease upon the basis of its own review, and is leasing does not warrant or represent to Tenant that the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSare fit for the purposes intended by Tenant or for any other purposes whatsoever. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further Tenant acknowledges and agrees that it has had an opportunity the Premises are to review and be leased to discuss with various agents and/or representatives of Lessor the environmental condition Tenant in their existing condition, i.e., “as-is”, as of the PremisesCommencement Date and at all times thereafter. Lessee has investigated Tenant acknowledges that Tenant shall be solely responsible for any and has knowledge all actions, repairs, permits, approvals, and costs required for the rehabilitation, renovation, use, occupancy and operation of operative or proposed the Premises in accordance with applicable governmental laws and regulations requirements, including, without limitation, environmental laws all governmental charges and regulations fees, if any, which may be due or payable to which applicable authorities. By leasing the Premises, Tenant warrants and represents to Landlord that Tenant has examined and approved all things concerning the Premises are or may be subject which Tenant deems material to Tenant’s leasing and enters into this Lease upon the basis of its review and determination use of the applicability Premises. Tenant further acknowledges and effect agrees that: (a) neither Landlord nor any agent of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims Landlord has made any representations representation or warranties of any kind or naturewarranty, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts concerning the Premises in their condition existing as of the Effective Date, subject or which have induced Tenant to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts execute this Lease subject thereto except as contained in this Lease; and to all matters disclosed thereby (b) any other representations and warranties are expressly disclaimed by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofLandlord.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with Tenant’s occupancy of the Premises and has had adequate opportunity to investigate and inspect the condition of under this Lease shall constitute Tenant’s agreement that, except as otherwise provided in this Section 1.2(c), Tenant accepts the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws all Base Building Systems serving and regulations to which located in the Premises are or may be subject (including standard ceiling, lighting, electrical outlets, and enters into this Lease upon the basis of HVAC) in its review AS IS, WHERE IS condition, and determination as being in good condition and repair as of the applicability Commencement Date and effect that, except as otherwise provided in this Section 1.2(c), Tenant waives any and all latent and patent defects therein. Tenant acknowledges that, except to the extent provided in Section 9.5(c)), Landlord has no obligation to make or pay for any improvements in or to the Premises, and/or to repair any condition existing in the Premises. Without limiting the generality of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations the foregoing, no representation or warranties of any kind or naturewarranty, express or implied, as has been made by Landlord or any Landlord Party with respect to the condition (financial or otherwise), value or quality suitability of the productsPremises, assets the Building or properties the Project for Tenant’s particular use, or any other conditions that may affect Tenant’s use and enjoyment of the Premises, the Building or the Project. No construction conducted on, and/or development of, any adjoining property, whether or not performed or developed under the direction of Landlord or other persons, including any attendant noise and dust associated with such activity, shall affect the obligations of Tenant under this Lease or constitute a constructive eviction or a breach of the covenant of quiet enjoyment. No rights to any view or to light or air over any other portion of the Project or any other property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease or are deemed an appurtenance to Tenant’s use and/or occupancy of the Premises. Lessee hereby accepts Notwithstanding anything to the Premises contrary in their condition existing as of the Effective Datethis Section 1.2(c), subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto if and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniturethe extent the Existing Tenant has, equipment, machinery and all other personal property, excepting any computers, that are located on or prior to the Commencement Date provided written notice to Landlord of a condition in the Premises as that Landlord is required to repair under the terms of the Effective Date Existing Lease, nothing in this Section 1.2(c) shall remain on constitute a waiver by Tenant under this Lease of the Premises as right to require Landlord to correct or to repair such condition to the extent required under the terms of this Lease. Subject to the enforcement of the foregoing covenant, Landlord shall have no liability to Tenant, and when Lessee evacuates Tenant shall have no remedy, for a breach of the Premises on foregoing covenant, and no such violation shall operate to otherwise delay the Termination Commencement Date or any extension thereofotherwise affect the validity of this Lease.

Condition of Premises. Lessor makes no warranty or representation A. Purchaser shall accept the Premises at the Closing in its “as is” condition as of the date hereof, reasonable wear and tear excepted, and subject to the Premises. Lessee acknowledges provisions of Article 18 hereof in the event of a casualty or condemnation and agrees that it has occupied and familiarized itself subject to Seller’s compliance with the covenants contained in Article 20 hereof or elsewhere in this Agreement. Seller shall not be liable for any latent or patent defects in the Premises or bound in any manner whatsoever by any guarantees, promises, projections, operating expenses, set ups or other information pertaining to the Premises or the Property made, furnished or claimed to have been made or furnished, whether orally or in writing, by Seller, or any other person or entity, or any partner, employee, agent, attorney or other person representing or purporting to represent Seller, except to the extent expressly set forth herein or in any document or instrument expressly required in this Agreement to be delivered at Closing (collectively, the “Closing Documents”). Purchaser acknowledges that neither Seller nor any of the employees, agents or attorneys of Seller have made or do make any oral or written representations or warranties whatsoever to Purchaser, whether express or implied, except as expressly set forth in this Agreement or in any Closing Documents, and, in particular, that no such representations and has had adequate opportunity warranties have been made with respect to investigate and inspect the physical, environmental condition or operation of the Premises, the presence, introduction or effect of Hazardous Materials at or affecting the Premises, the actual or projected revenue and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition expenses of the Premises. Lessee has investigated , the zoning and has knowledge other laws, regulations and rules or Relevant Environmental Laws applicable to the Premises or the compliance of operative the Premises or proposed governmental laws and regulations the Property therewith, the current or future real estate tax liability, assessment or valuation of the Premises, the availability of any financing for the alteration, rehabilitation or operation of the Premises from any source, including, without limitation, environmental laws and regulations to which any state, city or Federal government or any institutional lender, the Premises are current or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the future use of the Premises, including, without limitation, the use for residential or commercial purposes, the present and accepts this Lease subject thereto future condition and to all matters disclosed thereby and by operating state of any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on machinery or equipment in the Premises as and the present or future structural and physical condition of the Effective Date shall remain on Building or its suitability for rehabilitation or renovation, the ownership or state of title of any Personal Property, the quantity, quality or condition of the Personal Property or Fixtures, the use or occupancy of the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension part thereof, or any other matter or thing affecting or relating to the Premises, the Property or the transactions contemplated hereby, except as specifically set forth in this Agreement or in any Closing Documents.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee Subtenant acknowledges and agrees that it has occupied and familiarized itself with examined the Subleased Premises and has had adequate opportunity to investigate and inspect is taking the condition of the Subleased Premises, and enters into including all existing leasehold improvements of Sublandlord existing on the date of this Lease upon the basis of its own reviewSublease, and is leasing the Premises in their “AS IS” condition on the date hereof, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any no representations or warranties by Sublandlord of any kind or nature, express or implied, as to the condition of the Subleased Premises or its suitability for any particular use. Without limiting the foregoing, Subtenant acknowledges that it has inspected (financial i) the condition and capacities of all Building Systems, (ii) all structural components of the Buildings, including the foundation, load bearing walls, and roof supports, (iii) the roof membrane of the Buildings, (iv) all interior partitions walls, interior doors, exterior doors, door hardware, lobby areas, basements, mechanical rooms, stairways, equipment closets, interior and exterior windows, fixtures, paint, wall coverings, cabinets, millwork, window treatments, carpeting and other flooring. Subtenant agrees that Sublandlord has no construction obligations whatsoever with respect to Subtenant’s occupancy of the Subleased Premises, nor is Sublandlord required to contribute any money in connection with any tenant improvement work to be performed by Subtenant (which work is subject to Sublandlord and Prime Landlord’s prior written approval as provided elsewhere in this Sublease). To the best of Sublandlord’s knowledge, there are no material defects in the Subleased Premises which would affect the habitability of the Subleased Premises. All references in this Sublease to the “actual knowledge” or otherwise“knowledge” of Seller shall refer only to the current (i.e., upon execution of this Sublease) actual knowledge of the Designated Representative (as hereinafter defined), value and shall not be construed to refer to the knowledge of any other office, officers, agent or quality employee of Sublandlord or any affiliate thereof or, except for the inquiry set forth above, to impose upon such Designated Representative any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. The representations and warranties hereunder are made ONLY as to the actual knowledge of the productsDesignated Representative and NOT as to or based upon the contents of any such files, assets documents, materials or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Dateany other files, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on documents or materials in the Premises as other office of Sublandlord. For purposes of this Sublease, the Effective Date term “Designated Representative” shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofmean Xxxxx Xxxxxx.

Condition of Premises. Lessor makes no warranty or representation Landlord represents that, to Landlord’s Knowledge (as to defined in Paragraph 7.4) the PremisesBuilding and Premises complied on the date of commencement of construction of the Building with all applicable laws and codes, including the Americans with Disabilities Act and including applicable seismic codes. Lessee acknowledges and agrees Tenant hereby acknowledges: (a) that it has occupied and familiarized been advised by Landlord to satisfy itself with the Premises and has had adequate opportunity respect to investigate and inspect all aspects of the condition of the Premises, and enters into this Lease upon including, without limitation, as to the basis physical condition of its own reviewthe Building, and is leasing all structural and nonstructural components and systems contained therein, the possible impact and application of applicable laws to Tenant’s prospective use, occupancy and/or alteration of the Premises (including, without limitation, all aspects of the Building and the Premises which do or may violate codes, ordinances, rules or other laws now in their effect (collectively “AS ISApplicable Laws”), WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges all aspects of the Premises relating to the existence of Hazardous Materials (defined below) and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises), and the present and future suitability of the Premises for Tenant’s intended use, (b) that Tenant has made such investigations as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to Tenant’s occupancy of the Premises and/or the term of this Lease, and (c) that neither Landlord nor any of Landlord’s agents has made any oral or written representations or warranties with respect to the said matters other than as set forth in this Lease. Lessee has investigated Promptly following Landlord’s delivery of notice of the Commencement Date pursuant to Paragraph 3.1, and has knowledge in accordance with the Work Letter Agreement, Landlord and Tenant will jointly conduct a walk-through inspection of operative the Premises and will jointly prepare a punch-list (“Punch-List”) of items required to be installed by Landlord under the Work Letter Agreement which require finishing or proposed governmental laws and regulations correction. The Punch-List will not include any items of damage to the Premises caused by Tenant’s move-in or early entry, which damage will be corrected or repaired by Landlord, at Tenant’s expense or, at Landlord’s election, by Tenant, at Tenant’s expense. Except as otherwise expressly provided in this Lease, including, without limitation, environmental laws Landlord’s obligations under Paragraph 9, and regulations to which other than the Premises are or may be subject and enters into this Lease upon items specified in the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or naturePunch-List, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties by taking possession of the Premises. Lessee hereby accepts , Tenant will be deemed to have accepted the Premises in their its condition existing as on the date of the Effective Datedelivery of possession, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations and private covenants, conditions and restrictions governing and regulating the use and occupancy of the Premises, and accepts this Lease subject thereto Premises and to all matters disclosed thereby have acknowledged that the Landlord’s Work has been completed as required by the Work Letter Agreement and that there are no additional items needing work or repair by any exhibits attached hereto. Lessee hereby agrees that all furnitureLandlord, equipment, machinery and all other personal property, excepting any computers, except with respect to defects that are located on or not apparent in a visual inspection. Landlord will use commercially reasonable efforts to cause all items in the Premises as Punch-List to be repaired or corrected within thirty (30) days after the preparation of the Effective Date shall remain on Punch-List. Except as otherwise expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofportions thereof or with respect to the suitability of same for the conduct of Tenant’s business.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition By taking possession of the Premises, and enters into this Lease upon the basis of its own review, and is leasing Tenant will be deemed to have accepted the Premises in their its “as is” “where is” and “with all faults” condition on the date of delivery of possession and to have acknowledged that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or any portions thereof or with respect to the suitability of same for the conduct of Tenant’s business. THIS LEASE IS EXPRESSLY ENTERED INTO WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS TRANSFERRING POSSESSION OF THE PREMISES AS IS, WHERE IS” CONDITION , AND WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING AND WITHOUT REPRESENTATIONS OR ARISING FROM WARRANTY (ALL OF WHICH LANDLORD HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR PERTAINING COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY CONSTRUCTIONOTHER MATTER AFFECTING OR RELATED TO THE PROPERTY. TENANT HEREBY FURTHER ACKNOWLEDGES THAT LANDLORD HAS NOT MADE, RENOVATIONDOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AS TO WATER, RELOCATION SOIL OR IMPROVEMENT GEOLOGY OF THE PREMISES. WITHOUT LIMITING THE FOREGOING, LANDLORD DOES NOT AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY PORTION HAZARDOUS MATERIALS (as defined in Paragraph 7(c) below) ON, UNDER OR ABOUT THE PREMISES OR THE COMPLIANCE OR NON-COMPLIANCE OF THE PREMISES PERFORMED BY LESSOR WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL INSECTICIDE, RODENTICIDE AND FUNGICIDE ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, ANY SO-CALLED FEDERAL, STATE OR OTHERSLOCAL “SUPERFUND” OR “SUPERLIEN” STATUTE, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OTHER STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR IMPOSING TENANT’S INITIALS LANDLORD’S INITIALS LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS MATERIALS (collectively, the “Environmental Laws”). TENANT HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS RELYING SOLELY UPON ITS AFFILIATES CONCERNING SUCH ITEMSCURRENT POSSESSION, INCLUDING BUT NOT LIMITED TOINSPECTION, WARRANTIES EXAMINATION, AND EVALUATION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofTHE PREMISES.

Condition of Premises. Lessor makes no warranty or representation Except as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premisesotherwise provided in this Lease, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises and the Project in their condition existing as of the Effective Possession Date, subject to all applicable zoningfederal, municipal, county state and state local laws, ordinances ordinances, regulations and regulations permits governing and regulating the use of the Premises, the Project's certificate of occupancy, any applicable conditional use permits or variances, and accepts any easements, covenants or restrictions of record affecting the use of the Premises or the Project. Tenant shall comply with all federal, state and local laws and regulations governing occupational safety and health at Tenant's sole cost and expense. Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises and the Project are suitable for its intended use, and that neither Landlord nor Landlord's agents has made any representation or warranty as to the present or future suitability of the Premises, or the Project for the conduct of Tenant's business. Notwithstanding anything to the contrary contained in this Lease subject thereto and Section 7.3, Landlord warrants to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnitureTenant that, equipmentto the best of Landlord's knowledge, machinery and all other personal propertythe Building, excepting any computers, that are located on or in the Premises as state existing on the Possession Date, but without regard to alterations or improvements to be made by Tenant or the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable building code, regulation or ordinance in effect on such date. Notwithstanding anything to the contrary contained in Section 7.2 above, Landlord shall comply with all present and future applicable laws relating to the Building and the operation of the Effective Date Building generally as an office building. Without limiting the generality of the foregoing, Landlord expressly acknowledges that if, as a result of Tenant's construction of the Improvements or its occupancy of the Premises, any work must be performed in the lavatories or other Common Areas or public portions of the Building in order to comply with ADA, then Landlord at its sole cost and expense shall remain on promptly perform such work to the extent that (i) the occupancy of the Premises as and when Lessee evacuates by Tenant for its normal conduct of business is affected by reason of the Building's failure to comply with ADA, or (ii) the Landlord receives any notice from a governmental entity that the Building is not in compliance with the ADA. To the extent that such notice requires action within the Premises on with regard to Tenant's particular use of the Termination Date or any extension thereofPremises, Tenant shall be obligated to undertake such action at Tenant's sole cost and expense. If Landlord incurs an expense to comply with an amendment to the ADA that is enacted after the date of this Lease, the foregoing provisions of this Section 7.3 shall not be construed to prohibit Landlord from including such expense in Operating Expenses, to the extent and in the manner prescribed by Article 5 above.

Condition of Premises. Lessor makes no warranty or representation as Except for the work to be performed by Landlord pursuant to the Premises. Lessee acknowledges Work Letter Agreement attached hereto as Exhibit "C," 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 occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant's purposes, and enters into this Lease upon 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 basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the PremisesPremises or the Project or the suitability of same for Tenant's purposes. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any agent nor any employee of Landlord has made any representations or warranties of any kind or nature, express or implied, as warranty with respect to the condition (financial Premises or otherwise), value the Project or quality with respect to the suitability of either for the conduct of Tenant's business. The taking of possession of the products, assets or properties Premises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives and releases its right to make repairs at Landlord's expense pursuant to Sections 1941 and 1942 of the PremisesCivil Code of California or under any similar law, statute or ordinance now or hereafter in effect. Lessee hereby accepts If during the term any asbestos is discovered in the Premises (other than in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other Tenant Building Standard Work or in personal property, excepting fixtures or other items brought into the Premises by Tenant), and removal of such asbestos is required by a governmental agency to comply with all applicable Environmental Laws (as defined in Section 28.4), then Landlord shall remove such asbestos at its sole cost and expense; provided, however, Landlord shall have no obligation to remove any computers, that are located on or asbestos in the Premises as of to the Effective Date extent Tenant's acts or omissions gave rise to the requirement to remove such asbestos to comply with Environmental Laws, nor shall remain on Landlord have any obligation to remove any asbestos which is present in the Premises as and when Lessee evacuates the Premises on the Termination Date Tenant Building Standard Work or in any extension thereof.personal property,

Condition of Premises. The Premises shall be rented as is. Any repairs, alterations or changes needed to maintain the grounds or structures on the property will be done at the discretion of the lessor. We strive to keep the Premises fully maintained but timing of these changes is difficult to predict and may cause slight changes in the appearance of the facilities. ______ Articles Left: Immediately following the Event end time/date, Lessor makes no warranty shall have the sole right to collect, store and/or dispose of articles left at the Premises by Lessee or representation as to by persons attending any event held at the Premises. Lessor shall not be liable to Lessee acknowledges and agrees that for collection, storing and/or disposing of such articles. _____ Safety: Lessee shall not knowingly bring or permit anyone to bring onto the Premises anything which will increase the fire hazard or the rate of insurance on the Premises or any fixture, or furnishings therein or there on. Lessee shall not bring or permit any person to bring onto the Premises any animal without prior written consent of the Lessor unless it has occupied and familiarized itself is a licensed service animal. Fireworks, firecrackers, flame/fire of any kind, are prohibited unless it is approved by the Lessor. Lessor may make any safety announcements, as Lessor deems necessary at any time in the interest of public safety. Lessee will cooperate with the delivery of such announcements for public safety. _____ Disclaimer of Liability: Xxxxxx County Convent Foundation, Inc. will not be held responsible or liable for damages to any equipment or item(s) brought onto the Premises nor will they be held responsible or liable for injury or damage caused by such equipment or item(s) to an individual. All responsibility and has had adequate opportunity to investigate liability shall be upon the renter. Lessee shall indemnify and inspect the condition hold harmless Lessor from and against any and all claims, losses, damages, causes of the Premisesaction, suits, and enters into this Lease upon the basis liabilities arising in favor of its own reviewany person, including all expenses of litigation, court cost, and is leasing attorneys’ fees, from injury to or death of any person or for damage to any property, arising out of or in connection with the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents rental and/or representatives of Lessor the environmental condition use of the Premises. Lessee has investigated Revised 08/08/2022 _____ Smoking: Xxxxxx County Convent Inc. (1884 Carmelite Plaza) is a tobacco free facility. Smoking and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the other use of tobacco is prohibited on the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on property or in the Premises as of buildings, pavilion, or restrooms. Failure to comply could affect the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereoffull deposit return.

Condition of Premises. Lessor makes no warranty Except as expressly set forth in this Lease, Tenant has accepted, or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with shall accept the Premises and has had adequate opportunity the Building in their "AS IS" condition (including, but not limited to investigate HVAC (as hereinafter defined), mechanical, electrical, plumbing, sewer and inspect the condition of the Premisesother Building systems, and enters into this Lease upon the basis of its own reviewexterior walls, roof, parking area, landscaping and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing walkways) as of the Effective Date. To Landlord's knowledge, as of the Effective Date, all electrical, plumbing, sewer, HVAC and other Building Systems servicing the Building and exterior walls are in good operating condition. In the event that any electrical, plumbing, sewer, HVAC or other Building Systems servicing the Building are not in good operating condition as of the Effective Date, provided that Tenant has not performed any Alterations to such Building Systems and Tenant gives Landlord written notice of the nature of the problem promptly after Tenant becomes aware of such condition and, in any event, prior to the earlier of: (i) Tenant's commencing any changes, alterations or construction in the Building, or (ii) thirty (30) days after the Effective Date, time being of the essence, Landlord shall cause such systems to be placed into good operating condition. Other than as expressly 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 Premises or the Building or with respect to the present or future suitability of any part of the Premises or the Building for the conduct of Tenant's business or the uses proposed by Tenant. Tenant hereby accepts the Premises, the Building, and all improvements thereon, in their existing condition, subject to all applicable zoning, municipal, county and state (commonwealth) laws, ordinances and regulations governing and regulating the use of the PremisesPremises and/or the Building, and any covenants or restrictions of record, and accepts this Lease subject thereto to all of the foregoing and to all matters disclosed thereby and by in this Lease. Except as expressly set forth in this Lease, Landlord shall be not be responsible for any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all latent or other personal property, excepting any computers, that are located on defect or change of condition in the Premises as or the Building or the Project whether or not such condition materially or adversely affects Tenant's use and occupancy thereof, and the Rent hereunder shall in no case be withheld or diminished because of any such latent or other defect, any change in the Effective Date shall remain condition thereof or the existence with respect thereto of any violations of Applicable Laws. Notwithstanding the foregoing: (i) Landlord hereby represents to Tenant, based solely on the title policy issued to Landlord by First American Title Insurance Company that to Landlord's knowledge, there are no matters of record, affecting the Premises or the Project which would materially adversely affect Tenant's right to use the Premises as general business offices, and when Lessee evacuates (ii) Landlord is not subject to any agreement with any tenant of the Project which would materially adversely affect Tenant's right to use the Premises on the Termination Date or any extension thereoffor Tenant's Initial Use, as defined in SECTION 5.1.

Condition of Premises. Lessor makes no warranty Sublandlord shall disclose actual knowledge (i.e., the actual knowledge of Sublandlord’s current operations personnel) of the existence of any underground storage tanks, sumps, piping and any other factor indicating the possible presence of Hazardous Materials in, on or representation around the Master Premises; any adverse present or contemplated use restrictions of the Premises; material physical defects; and any other material matter affecting its condition or value (collectively, the “Disclosure List”). A copy of the Disclosure List is attached hereto as Exhibit D. Subtenant or Subtenant’s agent has inspected the Premises, the fixtures, the grounds, Building and improvements (limited to the electrical, HVAC and fire sprinkler systems, security and environmental aspects) and acknowledges that the Premises are in good and acceptable condition and suitable for Subtenant’s intended use. If at any time during the term of this Sublease, in [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Subtenant’s opinion, the conditions change, Subtenant shall promptly provide reasonable notice to Sublandlord. Sublandlord shall indemnify Subtenant for all Hazardous Materials on-site or within the Building which are introduced by Sublandlord. Additionally, Subtenant shall not be liable for any charges incurred, damage to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity , or any other fees or losses relating to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as period prior to the condition (financial Commencement Date. Subtenant shall indemnify Master Landlord and Sublandlord for all Hazardous Materials on-site or otherwise), value or quality of within the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and Building which are introduced by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofSubtenant.

Condition of Premises. Lessor makes no warranty or representation On the Commencement Date, Landlord shall deliver and Tenant shall accept the Leased Property in "as is" condition, subject to the Premises. Lessee acknowledges rights of parties in possession, the existing state of title, including all covenants, conditions, restrictions, easements and agrees that it has occupied other matters of record, all applicable Legal Requirements, the lien of financing instruments, mortgages and familiarized itself with the Premises deeds of trust, and has had adequate opportunity to investigate and inspect the condition such other matters which would have been disclosed by an inspection of the Premises, Leased Property and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING record title thereto or by an accurate survey thereof. LANDLORD MAKES NO WARRANTY OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIESREPRESENTATION, EXPRESS OR IMPLIED, ARE MADE BY LESSOR IN RESPECT OF THE LEASED PROPERTY OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMSPART THEREOF, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR EITHER AS THE FITNESS FOR A USE, DESIGN OR CONDITION FOR ANY PARTICULAR PURPOSEUSE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, WITH RESPECT TO THE LEASED PROPERTY OR ANY PORTION THEREOF IT BEING AGREED THAT ALL SUCH RISKS SHALL BE BORNE BY TENANT. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges To the extent permitted by law, however, Landlord grants and agrees that it has had an opportunity assigns to review and Tenant all of Landlord's rights to discuss with various agents and/or representatives proceed against any predecessor in title for breaches of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative warranties or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties for latent defects in the Leased Property. Landlord shall cooperate with Tenant in the prosecution of any kind such claims, in Landlord's or natureTenant's name, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premisesall at Tenant's sole cost and expense. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the PremisesTenant shall indemnify, and accepts this Lease subject thereto hold harmless Landlord from and to all matters disclosed thereby and against any loss, cost, damage or liability (including attorneys, fees) incurred by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or Landlord in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofconnection with such cooperation.

Condition of Premises. Lessor makes no warranty [Note that Landlord has the obligation to repair the mechanical systems serving the Building and that the costs of such repairs are not ordinarily included in Operating Expenses if they are capital expenditures].** Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” “without any representations or representation as to the Premises. Lessee warranties” Tenant hereby acknowledges and agrees that it has occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the Premises and the suitability of same for Tenant’s purposes. Tenant acknowledges that there are no abandoned wires or cables within the Premises. 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 Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and enters Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their an “AS ISAs Is” condition. The Premises shall be initially improved as provided in, WHERE IS” CONDITION WITH ALL FAULTSand subject to, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONthe Tenant Work Letter attached hereto as Exhibit B and made a part hereof. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. Tenant hereby waives any obligation, RENOVATIONimposed by a law, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERSstatute, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEordinance, NO WARRANTIESgovernmental regulation or requirement of the United States, EXPRESS OR IMPLIEDthe State in which the Building is located or any local government authority or agency or any political subdivision thereof, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMSnow or hereafter in effect, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity requiring Landlord to review alter the Premises or the Building to conform to any specified condition and to discuss with various agents repair any subsequent deterioration, thereof, which render it unacceptable by such governing body. If such deterioration is repaired by Tenant, Tenant may not deduct the expenses of such repairs from Rent when due and Tenant has no right to vacate the Premises and be discharged from further payment of Rent, if such repairs are not made by Landlord. Landlord reserves the right from time to time, but subject to payment by and/or representatives of Lessor reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the environmental condition Premises and/or other parts of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations includingBuilding pipes, without limitationducts, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or natureconduits, express or impliedwires, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisesappurtenant fixtures, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnituremechanical systems, equipment, machinery and all other personal property, excepting any computers, that are wherever located on or in the Premises as or the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the Effective Date 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 federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall remain on attempt to perform any such work with the Premises least inconvenience to Tenant as and when Lessee evacuates the Premises on the Termination Date possible, but in no event shall Tenant be permitted to withhold or any extension thereofreduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Lessor makes no warranty or representation as Buyer and Seller agree that, subject to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with section 5A below, Buyer is acquiring the Premises and has had adequate opportunity any related personal property in their "AS IS" condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to investigate and inspect Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the PremisesProperty, their fitness for any particular purpose, or their compliance with any laws, and enters into this Lease Buyer is not aware of and does not rely upon any such representation to any other party. Buyer acknowledges that the basis of its own review, and is leasing Purchase Price might be higher if Buyer were not acquiring the Premises Property in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS"as is" condition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further Buyer acknowledges and agrees that it either has had an or will have before the Date of Closing the opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition make such inspections (or have such inspections made by consultants) as it desires of the Premises. Lessee has investigated Property and has knowledge of operative or proposed governmental laws and regulations all factors relevant to its use, including, without limitation, environmental laws the interior, exterior, and regulations structure of all improvements, and the condition of soils and subsurfaces (particularly with respect to which the presence or absence of hazardous substances). After its inspections are completed, Buyer shall restore the Premises are and personal property to their condition prior to Buyer's inspections. Buyer agrees to indemnify Seller for all claims or damages arising out of Buyer's inspections, including, without limitation, claims for personal injury or property damage, and including all costs and attorneys' fees. The obligations in this paragraph shall survive the Closing or the termination of this Agreement for any reason, including without limitation pursuant to section 4, 9, or 14 hereof. Buyer hereby releases Seller and its agents, representatives, and employees from any and all claims, demands, and causes of action, past, present, and future, that Buyer may be subject and enters into this Lease upon have relating to (i) the basis of its review and determination condition of the applicability Premises and effect the personal property at any time, before or after the Date of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties Closing, including, without limitation, the presence of any kind hazardous substance, or nature, express or implied, as (ii) any other matter pertaining to the condition Premises or the personal property. This release shall survive the Closing or the termination of this Agreement for any reason. This release shall not apply to (financial x) any presence or otherwise), value or quality release of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of hazardous substances which first occurred while Seller owned the Premises, and accepts of which Buyer, after having a phase I environmental site assessment performed on the Premises, has no knowledge, or (y) any administrative or judicial action brought against Buyer, without Buyer's instigation, by an unrelated third party or governmental entity, relating to a condition or event that occurred while Seller owned the Premises, in which action Buyer may file a third party complaint or similar pleading against Seller. Seller shall deliver possession to Buyer, subject to the matters set forth in section 7(a)(1) hereof, not later than the Date of Closing, provided that all the terms and conditions of this Lease Agreement have been complied with. Seller until the Date of Closing shall maintain, repair (subject thereto to section 9 hereof), manage, and operate the Premises in a businesslike manner in accordance with Seller's prior practices; shall comply with its contractual obligations as owner of the Premises; shall maintain the types and amounts of insurance that are in force on the date of execution hereof; and shall not dissipate the Premises or remove any material property therefrom, except in the ordinary course of business. Between the date hereof and the Date of Closing, Seller will not execute any new Leases or materially amend, terminate (except upon a default by the tenant thereunder) or accept the surrender of any existing tenancies or approve any subleases without the prior consent of Buyer; provided however that Seller is authorized to accept the termination of Leases at the end of their existing terms and to expand, extend or renew any Leases pursuant to expansion, extension or renewal options contained therein. With respect to all matters disclosed thereby new Leases executed after the Review Period expires which Buyer has approved pursuant to this section 5, which new Leases require the construction of tenant improvements after the date hereof and/or the payment of leasing or brokerage commission(s) by landlord, including without limitation brokerage commissions upon the exercise by the tenant thereunder of an expansion, extension or renewal option contained in such tenant's lease, Buyer shall: (a) pay, and/or reimburse Seller at Closing for the paid portion of, the cost of such improvements and such leasing or brokerage commission(s) and any other costs associated with such Lease; and (b) assume all of Seller's obligations as landlord thereunder with respect to the payment of tenant improvements and brokerage commissions after Closing. The failure of Buyer to notify Seller of Buyer's consent or disapproval, within forty-eight (48) hours after written request by Seller for such consent, to any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on Lease or in lease amendment submitted by Seller to Buyer after the Premises as expiration of the Effective Date Review Period shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofbe deemed to constitute Buyer's disapproval.

Condition of Premises. Lessor 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, subject to Landlord’s obligation to deliver the Premises to Tenant on the Commencement Date broom clean, and free and clear of all occupants, debris and personal property except the personal property described on Exhibit C (the “Transferred Personal Property”), and further subject to Landlord’s obligation to perform the work described on Exhibit D attached hereto and incorporated herein by reference (“Landlord’s Work”). In consideration of Tenant’s entry into this Lease and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord does hereby sell, assign, transfer, quit claim and set over unto Tenant the Transferred Personal Property. Landlord covenants to and with Tenant, to the best of its knowledge, that (i) Landlord is the lawful owner of the Transferred Personal Property and (ii) the Transferred Personal Property is free from liens, security interests and encumbrances except with respect to any of the foregoing held by the current Landlord’s Mortgagee. For purposes of the foregoing covenant, “to the best of its knowledge” means the knowledge of Xxxxxx Xxxxxxxxxxxx, the regional real estate director for Welsh Companies, an affiliate of Landlord, without duty of inquiry. Landlord makes no warranty of merchantability or fitness for purpose with respect to the Transferred Personal Property, and the same is transferred in an “as is, where is” condition, with all faults. By acceptance of delivery of the Transferred Personal Property, Tenant affirms that Landlord makes no warranty that the Transferred Personal Property is fit for any particular purpose and that there are no representations or warranties, expressed, implied, or statutory. Landlord’s Work shall be, except as expressly set forth on said Exhibit D: (i) diligently prosecuted as soon as commercially reasonable subsequent to the Commencement Date, (ii) performed using Building standard materials and methods, and (iii) at the sole cost and expense of Landlord. Tenant acknowledges that the Landlord’s Work may be performed by Landlord in the Premises during normal business hours subsequent to the Commencement Date. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord’s Work to be performed in a timely manner and with as little inconvenience to the operation of Tenant’s business as is reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the Landlord’s Work or inconvenience suffered by Tenant during the performance of the Landlord’s Work in accordance with the terms set forth above shall not subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the Lease; provided, however, that Tenant shall be provided a so-called self help right in accordance with the provisions of Section 8.1(i) below. Tenant acknowledges that except as expressly set forth in this Lease neither Landlord nor Landlord’s agent, nor any representative of Landlord, has made any representation as to the Premisescondition of the foregoing or the suitability of the foregoing for Tenant’s intended use. Lessee acknowledges and agrees Landlord represents that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition not received any notices (that have not been corrected) from governmental authorities that any of the Premises, and enters into this Lease upon the basis Building or Property is in violation of its own reviewany Laws, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws Title III of the Americans With Disabilities Act (the “ADA”). Further, Landlord represents that the base Building core, Building shell and regulations surrounding site work comply with applicable zoning and municipal building codes. Said warranties do not apply to the use to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of Tenant will put the Premises, modifications which may be required by the ADA, Environmental Laws or any similar Laws as a result of Tenant’s use, or to any Alterations (as defined in Paragraph 8.2 below) made or to be made by Tenant. Tenant is responsible for determining whether or not the zoning, ADA, Environmental Laws (collectively, the “Applicable Requirements”) are appropriate for Tenant’s intended use, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees acknowledges that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranties, Landlord shall, except as otherwise provided, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify the same and Landlord shall indemnify Tenant for any costs, claims, damage or expense incurred by Tenant as a result of the Effective Date shall remain on inaccuracy of such warranties. Landlord will sign Commercially Reasonable Instrument(s) (including without limitation a so-called owner’s affidavit) requested by Tenant’s title company with respect to the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofissuance of a leasehold title insurance policy to Tenant insuring this Lease.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their BUYER ACKNOWLEDGES THAT THE ACQUISITION OF THE PREMISES BY BUYER IS ON A STRICTLY “AS IS” BASIS, WHERE IS” CONDITION WITH ALL FAULTSWITHOUT REPRESENTATION, WHETHER PREVIOUSLY EXISTING WARRANTY OR ARISING FROM COVENANT, EXPRESS OR PERTAINING TO ANY CONSTRUCTIONIMPLIED, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR KIND WHATSOEVER, AND WITHOUT RECOURSE TO SELLER OR OTHERSANY AFFILIATE THEREOF, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSALL EXCEPT AS EXPRESSLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEHEREIN, NO WARRANTIESSELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL MATTERS, PHYSICAL CONDITIONS, GEOLOGICAL CONDITIONS, DRAINAGE ISSUES, SOIL CONDITIONS, ZONING, THE AVAILABILITY OF ITS AFFILIATES CONCERNING SUCH ITEMSUTILITIES, INCLUDING BUT NOT LIMITED TOVALUE, WARRANTIES OF COMPLIANCE WITH PLANS AND SPECIFICATIONS, DESIGN, USE, TITLE, MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAWExcept as herein expressly provided, Buyer shall be obligated to purchase the Premises notwithstanding any casualty or taking with respect thereto. Lessee further In addition, Buyer hereby acknowledges and agrees that it has had an opportunity Tenant’s obligations with respect to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which insurance coverage regarding the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or set forth in the Premises as Lease, 4 and neither Tenant nor Seller has no obligation to provide any additional or different coverage; if Buyer requires additional or different coverage, such coverage shall be the sole responsibility of the Effective Date Buyer. The provisions of this Section 8 shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofsurvive Closing.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition By taking possession of the Premises, and enters into this Lease upon the basis of its own review, and is leasing Tenant will be deemed to have accepted the Premises in their its “as is” “where is” and “with all faults” condition on the date of delivery of possession and to have acknowledged that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or any portions thereof or with respect to the suitability of same for the conduct of Tenant’s business. THIS LEASE IS EXPRESSLY ENTERED INTO WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY AND LANDLORD IS TRANSFERRING POSSESSION OF THE PREMISES AS IS, WHERE IS” CONDITION , AND WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING AND WITHOUT REPRESENTATIONS OR ARISING FROM WARRANTY (ALL OF WHICH LANDLORD HEREBY DISCLAIMS) AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, LAYOUT, FOOTAGE, PHYSICAL CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATIONS, ABSENCE OF LATENT DEFECTS, OR PERTAINING COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY AND THE ENVIRONMENT) OR ANY CONSTRUCTIONOTHER MATTER AFFECTING OR RELATED TO THE PROPERTY. TENANT HEREBY FURTHER ACKNOWLEDGES THAT LANDLORD HAS NOT MADE, RENOVATIONDOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES AS TO WATER, RELOCATION SOIL OR IMPROVEMENT GEOLOGY OF THE PREMISES. WITHOUT LIMITING THE FOREGOING, LANDLORD DOES NOT AND HAS NOT MADE ANY REPRESENTATION OR WARRANTY REGARDING THE PRESENCE OR ABSENCE OF ANY PORTION HAZARDOUS MATERIALS (as defined in Paragraph 7(c) below) ON, UNDER OR ABOUT THE PREMISES OR THE COMPLIANCE OR NON-COMPLIANCE OF THE PREMISES PERFORMED BY LESSOR WITH THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, THE SUPERFUND AMENDMENT AND REAUTHORIZATION ACT, THE RESOURCE CONSERVATION RECOVERY ACT, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL INSECTICIDE, RODENTICIDE AND FUNGICIDE ACT, THE CLEAN WATER ACT, THE CLEAN AIR ACT, ANY SO-CALLED FEDERAL, STATE OR OTHERSLOCAL “SUPERFUND” OR “SUPERLIEN” STATUTE, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OTHER STATUTE, LAW, ORDINANCE, CODE, RULE, REGULATION, ORDER OR DECREE REGULATING, RELATING TO OR IMPOSING LIABILITY (INCLUDING STRICT LIABILITY) OR STANDARDS OF CONDUCT CONCERNING ANY HAZARDOUS MATERIALS (collectively, the “Environmental Laws”). TENANT HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT IT IS RELYING SOLELY UPON ITS AFFILIATES CONCERNING SUCH ITEMSCURRENT POSSESSION, INCLUDING BUT NOT LIMITED TOINSPECTION, WARRANTIES EXAMINATION, AND EVALUATION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofTHE PREMISES.

Condition of Premises. Lessor makes no warranty or representation as 5.1 As-Is, Where-Is, With All Faults Condition. By reason of the operation of the forerunner of the Lessee Business on the Leased Premises prior to the Effective Date, Lessee is fully familiar with all physical and environmental conditions affecting the Leased Premises, Improvements and Equipment, as well as the Shared Facilities and Common Areas. The Leased Premises, as well as the Shared Facilities and Common Areas, shall be delivered or made available by Lessor and accepted by Lessee on the Effective Date in an “AS-IS, WHERE-IS, WITH ALL FAULTS” condition subject to Lessor’s express obligations hereunder, and the taking of possession of the Leased Premises by Lessee shall be conclusive evidence thereof. Lessee acknowledges and agrees that (a) it has occupied inspected and familiarized itself with accepts the Premises and has had adequate opportunity to investigate and inspect the condition of the Leased Premises, Shared Facilities and enters into this Lease upon the basis of its own review, and is leasing the Premises Common Areas in their an “AS AS-IS, WHERE WHERE-IS” CONDITION , WITH ALL FAULTS” condition, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONand (b) except as expressly provided herein, RENOVATIONLessor has made no warranty, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERSrepresentation, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEpromise, NO WARRANTIEScovenant, EXPRESS OR IMPLIEDor agreement, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express expressed or implied, under content or applicable Laws, with respect to Environmental Conditions or any other physical conditions at the Property or the Leased Premises or the merchantability or fitness for any particular purpose of the Leased Premises, (c) except as expressly provided herein, no representations as to the condition (financial or otherwise), value or quality state of repair of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Leased Premises, Shared Facilities and accepts this Lease subject thereto Common Areas nor promises to alter, remodel or improve the Leased Premises, Shared Facilities or Common Areas, have been made by Lessor, and to all matters disclosed thereby and by (d) in no event shall Lessor have any exhibits attached hereto. Lessee hereby agrees that all furnitureobligation for any defects, equipmentpatent or latent, machinery and all other personal property, excepting any computers, that are located on or in the Leased Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofShared Facilities or Common Areas or any limitation on their use, except as expressly provided herein.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises in their the condition existing as of the Effective Datedate of the execution hereof, subject to all applicable zoning, municipal, county county, state and state federal laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the conduct of Tenant’s business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Lease. Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall in itself constitute acknowledgement that the Premises are in good and tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as is", and that all furniturethe Landlord shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Tenant represents and acknowledges that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, equipmentsubsurface and groundwater for contamination and hazardous materials) and is satisfied that the Premises will safely support the type of improvements, machinery if any, to be constructed and all other personal property, excepting any computersmaintained by Tenant upon the Premises, that are the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that the Landlord does not know nor has reasonable cause to believe that any release of any hazardous material has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, the Landlord has made available to Tenant, for review and inspection, records in the possession or control of the Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to Landlord that, except as otherwise may be stated on Exhibit “C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Premises and (5) with respect to any hazardous material which Tenant knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, Tenant has listed the hazardous material on attached Exhibit “C” and agrees promptly to commence and complete the removal of or other appropriate remedial action regarding the hazardous material at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The phrase “hazardous material,” as used herein, has the same meaning as that phrase has in Section 5.6 of this Lease. Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to the Landlord to take all actions necessary, off as well as on the Premises to improve and continuously use the Premises as of the Effective Date shall remain on the Premises as required by this Lease and when Lessee evacuates the Premises on the Termination Date or any extension thereofin compliance with all applicable laws and regulations.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with Landlord shall deliver the Premises (including, but not limited to HVAC (as hereinafter defined), electrical, plumbing, sewer and has had adequate opportunity to investigate and inspect the condition of the Premisesother Building systems, and enters into this the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease upon the basis of its own review, Commencement Date in their “AS IS” condition and is leasing Tenant shall accept the Premises in their “AS IS” condition. Tenant acknowledges that Tenant, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor not Landlord was responsible for the environmental condition construction of the Premises. Lessee Project and that Tenant has investigated continuously occupied the Premises as a Tenant since November 26, 2002, and has knowledge Landlord makes no representation or warranty, and specifically disclaims any representation or warranty concerning the following: (a) whether the Project was constructed in compliance with all Applicable Laws (as defined in Article 24), and whether any written notice of operative or proposed noncompliance with Applicable Laws concerning the Project was issued by any governmental laws authorities prior to the Lease Commencement Date; (b) whether the Project and regulations including, without limitation, environmental laws and regulations to which the Premises are free of Hazardous Materials (as defined in Section 29.31) that are required to be reported to governmental authorities under Applicable Laws, or may which would be subject in violation of any Applicable Laws; and enters into this Lease upon (c) whether the basis Building’s electrical, plumbing, heating and ventilation systems are of its review a type, design, quality and determination capacity as commensurate with Comparable Buildings (as defined in Section 6.1), and whether they are in good working condition and repair as of the applicability and effect of such laws and regulationsLease Commencement Date. Lessee Other than as expressly set forth in this Lease, Tenant acknowledges that Lessor expressly disclaims neither Landlord nor any representations agent of Landlord has made any representation or warranties warranty with respect to the Premises or with respect to the present or future suitability of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality part of the products, assets Premises for the conduct of Tenant’s business or properties of the Premisesuses proposed by Tenant. Lessee Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Effective Datecondition, subject to all applicable zoning, municipal, county and state (commonwealth) 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 to all of the foregoing and to all matters disclosed thereby and by in this Lease. Notwithstanding the foregoing, Landlord shall be responsible for repairing or replacing, as necessary, any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all latent or other personal property, excepting any computers, that are located on defect or change of condition in the Premises as or the Project which materially and adversely affects Tenant’s use or occupancy of the Effective Date Premises; provided, however, the Rent hereunder shall remain on in no case be withheld or diminished because of any such latent or other defect, any change in the Premises condition thereof or the existence with respect thereto of any violations of Applicable Laws. Tenant shall have no right to any abatement of Rent except as expressly provided in Sections 6.3, 11.1 and when Lessee evacuates the Premises on the Termination Date or any extension thereof13.1.

Condition of Premises. Lessor makes no warranty Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” “without any representations or representation as to the Premises. Lessee warranties,” and Tenant hereby acknowledges and agrees that it has occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant’s purposes, and enters Tenant hereby acknowledges that there are no abandoned wires or cables within the Premises. 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 Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their an “AS IS, WHERE ISAs Is” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTScondition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the The Premises are or may shall be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, initially improved as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisesprovided in, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretoto, the Tenant Work Letter. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or The existing leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Tenant Improvements as defined in the Work Letter may be collectively referred to herein as the “Leasehold Improvements.” The taking of possession of the Premises as by Tenant for the purpose of constructing the Tenant Improvements shall conclusively establish that the Premises, the existing leasehold improvements and when Lessee evacuates the Building were at such time in satisfactory condition. Tenant hereby waives any obligation, imposed by a law, statute, ordinance, governmental regulation or requirement of the United States, the State in which the Building is located or any local government authority or agency or any political subdivision thereof, now or hereafter in effect, requiring the Landlord to alter the Premises on or the Termination Date Building to conform to any specified condition and to repair any subsequent deterioration thereof, which render it unacceptable by such governing body. If such deterioration is repaired by Tenant, Tenant may not deduct the expenses of such repairs from Rent when due and Tenant has no right to vacate the Premises and be discharged from further payment of Rent if such repairs are not made by Landlord, but Tenant’s sole remedy shall be to recover from Landlord by legal proceedings the costs incurred by Tenant in repairing such deterioration. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any extension thereoffacility in the Premises or 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 and (iii) 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 attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Lessor makes no warranty or representation as represents and warrants that Lessor is the fee owner of the Land Parcel and the Building and has full right and authority to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with lease the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters otherwise enter into this Lease upon on the basis of its own review, terms and is leasing conditions set out herein. Lessor shall deliver the Premises to Lessee in their “AS IScompliance with all applicable laws, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws codes and regulations (including, without limitation, environmental laws Americans With Disabilities Act and regulations codes regarding risks of seismic activity, fire and life safety), and shall be responsible for any costs and expenses incurred to which satisfy the foregoing. Lessor warrants that the heating, ventilating and air conditioning system for the Premises (the "HVAC System") is in good working order and operating condition as of the Commencement Date. Lessee represents and covenants that it shall (i) obtain and keep in full force and effect all licenses, permits and approvals as are or may necessary to commence and perform the Clean Room Work (as defined in the letter related to improvements relating solely to the Clean Room entered into by the Lessor and the Lessee, dated and delivered on the date hereof (the "Lessee Clean Room Letter")) in compliance with applicable law, at its sole cost and expense, and shall be subject responsible for the cost and enters expense (as defined in the letter related to tenant improvements other than the Clean Room entered into by Lessor and Lessee, dated and delivered on the date hereof (the "Lessor Improvement Letter") as part of the Tenant Improvement Allowance, of Lessor obtaining such licenses, permits and approvals as are necessary to perform Lessor's Work and (ii) in addition thereto, obtain and keep in full force and effect for the term of this Lease, at its sole cost and expense, all other licenses, permits and approvals necessary to perform the intended use of the Premises hereunder. Lessor represents that the electrical power to the Building is 1200 amperes and Lessee certifies that it has satisfied itself that the Premises has sufficient electrical service and/or power for Xxxxxx's intended use thereof. Lessee shall be solely responsible for the costs and expenses to obtain any electrical service and/or power at the Premises in addition to the amperes referenced above and Lessee shall comply with the terms of this Lease and all applicable law in obtaining such additional electrical service and/or power. Lessor may, at the request and expense of Xxxxxx, assist Lessee in obtaining such service and/or power with any governmental authorities and/or other power and electric companies. In reliance upon the basis of on its review and determination of the applicability Level I Environmental Site Assessment Report, dated September 22, 2000 by National Assessment Corporation, Lessor represents and effect warrants that the Building does not contain any Hazardous Substances (as defined in Section 28) in violation of any Environmental Law. Lessee has reviewed a copy of such laws Environmental Assessment Report, a copy of which was previously furnished to it. Lessor represents that it has received all necessary approvals (and regulations. Lessee acknowledges that Lessor expressly disclaims provided copies to Lessee) from the City of Monterey Park and any representations or warranties of any kind or nature, express or implied, as other applicable governmental agencies with respect to the condition (financial or otherwise), value or quality of the products, assets or properties Xxxxxx's proposed uses of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes no warranty or representation as 5.1 As-Is, Where-Is, With All Faults Condition. By reason of the operation of the forerunner of the Lessee Business on the Leased Premises prior to the Effective Date, Lessee is fully familiar with all physical and environmental conditions affecting the Leased Premises, Improvements and Equipment, as well as the Shared Facilities and Common Areas. The Leased Premises, as well as the Shared Facilities and Common Areas, shall be delivered, or made available by Lessor, and accepted by Lessee on the Effective Date in an “AS-IS, WHERE-IS, WITH ALL FAULTS” condition subject to Lessor’s express obligations hereunder, and the taking of possession of the Leased Premises by Lessee shall be conclusive evidence thereof. Lessee acknowledges and agrees that (a) it has occupied inspected and familiarized itself with accepts the Premises and has had adequate opportunity to investigate and inspect the condition of the Leased Premises, Shared Facilities and enters into this Lease upon the basis of its own review, and is leasing the Premises Common Areas in their an “AS AS-IS, WHERE WHERE-IS” CONDITION , WITH ALL FAULTS” condition, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONand (b) except as expressly provided herein, RENOVATIONLessor has made no warranty, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERSrepresentation, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEpromise, NO WARRANTIEScovenant, EXPRESS OR IMPLIEDor agreement, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express expressed or implied, under current and Applicable Laws, with respect to Environmental Conditions or any other physical conditions at the Property or the Leased Premises or the merchantability or fitness for any particular purpose of the Leased Premises, the Improvements or the Equipment, (c) except as expressly provided herein, no representations as to the condition (financial or otherwise), value or quality state of repair of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Leased Premises, Shared Facilities and accepts this Lease subject thereto Common Areas nor have any promises to alter, remodel or improve the Leased Premises, Shared Facilities or Common Areas, been made by Lessor, and to all matters disclosed thereby and by (d) in no event shall Lessor have any exhibits attached hereto. Lessee hereby agrees that all furnitureobligation for any defects, equipmentpatent or latent, machinery and all other personal property, excepting any computers, that are located on or in the Leased Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofShared Facilities or Common Areas or any limitation on their use, except as expressly provided herein.

Condition of Premises. Lessor makes no warranty or representation as Prior to Rent Commencement Date, Landlord shall, at Landlord’s sole cost and expense, provide backup power to the fire suppression system acceptable to Tenant, and in compliance with all applicable laws, codes, and ordinances. Prior to Rent Commencement Date, Landlord shall upgrade the power supply which necessarily includes adding an additional transformer or transformers, and bringing power to the building electrical panels in a location acceptable to Tenant, to provide 4,000 amp service, pursuant to plans, specifications, and bids first approved by Tenant and in compliance with all applicable laws, codes, and ordinances. Landlord shall be responsible for the first Fifty Thousand Dollars ($50,000.00) of the cost and expense such upgrade to the power supply. In the event the cost and expense of such upgrade to the power supply pursuant to bids approved by Tenant exceeds Fifty Thousand Dollars ($50,000.00), the amount in excess of Fifty Thousand Dollars ($50,000.00) shall be reimbursed by Tenant to Landlord by amortizing said excess amount over that portion of the initial term of the Lease from the Rent Commencement Date to the end of the initial term, in equal monthly installments. Said reimbursement installments shall be paid, commencing on Rent Commencement Date, together with Tenant’s Base Rent Payment due under this Lease, as Additional Rent. Landlord warrants and represents to Tenant that all heating, equipment and systems, air conditioning, ventilation equipment and systems, all electrical equipment and systems, all plumbing equipment and systems shall be in good working order as of Rent Commencement Date. Tenant’s entry into possession shall constitute presumptive evidence against Tenant that the Premises were in good order and satisfactory condition and suitable for the purposes for which they are leased at the time of entry, subject however to latent defects, and any defects or punch list items communicated by Tenant to Landlord in writing within fifteen (15) days after the Rent Commencement Date. Neither Landlord not Landlord’s agents have made any representations or warranties with respect to the physical condition of the building or the land upon which it is erected or any other portion of the Premises, except as herein expressly set forth. Lessee Tenant acknowledges and agrees that it Tenant has occupied and familiarized itself with inspected the Premises and has had adequate opportunity agrees to investigate and inspect take the condition of the Premises, and enters into same “as is,” except as otherwise provided in this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofLease.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees Landlord hereby represents that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, as of the date of execution of the Lease, are in full compliance with all state, local and enters into this Lease upon federal laws, codes and government regulations for a "shell" industrial/distribution building in the basis City of its own reviewMilpitas and is constructed pursuant to the base building plans for the Building permitted on August 1, 1997. Further, Landlord hereby represents that the Premises, as of the Commencement Date of the Lease, except to the extent of the work performed by Tenant, are in full compliance with all state, local and federal laws, codes and government regulations for an industrial/distribution building in the City of Milpitas. Tenant does hereby acknowledge that the Premises may require additional improvements by Tenant after the Commencement Date, and is leasing that installation of these additional improvements after the Commencement Date, along with any required modifications to the Premises to accommodate the Tenant Improvements prior to the Commencement Date, is not a Landlord obligation. Should Landlord's representation in their “AS ISthe first sentence of this Paragraph 6.3 prove to be incorrect, WHERE IS” CONDITION WITH ALL FAULTSthen Landlord shall be responsible for any modifications and costs required to bring the "shell" Premises into compliance with those laws, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges codes and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition governmental regulations in effect as of the Premisesdate of Lease execution. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations includingExcept as otherwise provided in this Paragraph 6.3, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises in their condition existing as of the Effective Commencement Date, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations and any covenants or restrictions of record governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnitureSubject to the first three (3) sentences of this Paragraph 6.3, equipmentTenant shall be solely responsible for any costs of, machinery or liabilities resulting from failure to comply with, ADA or related requirements or regulations pertaining to the Premises, and all Landlord shall be responsible for the same ADA issues as they pertain to the Common Areas. Tenant acknowledges that, other personal property, excepting any computers, that are located on or than as provided in the Premises first sentence of this Paragraph 6.3, neither Landlord nor Landlord's agents has made any representation or warranty as to the suitability of the Effective Date shall remain on Premises for the conduct of Tenant's business, or the permissibility of such business at such Premises under applicable federal, state and local laws, ordinances, rules and regulations, and the Tenant has made such legal and factual inquiries with respect thereto as it deems appropriate and when Lessee evacuates the Premises on the Termination Date or any extension thereofhas relied solely thereon.

Condition of Premises. Lessor makes Landlord shall deliver the Premises and Landlord's Work shall be good and workmanlike using first class materials. Landlord's Work is hereby warranted for one year from the Rent Commencement Date and no warranty or representation costs to effect the same shall be included in Operating Expenses. All Building systems including, but not limited to, HVAC, mechanical and electrical, elevators and the structure of the Building shall be in good working order and/or good repair, as to the case may be, at the time Tenant occupies the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the The Premises and has had adequate opportunity to investigate and inspect the condition of the Premisesshall be initially improved as provided in, and enters into this Lease upon subject to, the basis of its own review, Tenant Work Letter attached hereto as Exhibit "B" and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSmade a part hereof. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition The existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Tenant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the "Tenant Improvements." Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises as and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and when Lessee evacuates mechanical systems, wherever located in the Premises on or the Termination Date Building, (ii) to alter, close or relocate any extension thereoffacility in the Premises or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with legal requirements for fire/life safety for the Building or otherwise and (iii) 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 use reasonable efforts to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations. No incursion into or through the Premises shall be made without Tenant's consent except in the case of an emergency. Notwithstanding the foregoing, in the event Landlord requires entry into the Premises for the purpose of performing any of its obligations contained in this Lease and such entry is denied, Landlord shall not be deemed in default hereunder for failing to perform such obligations.

Condition of Premises. Lessor makes no warranty or representation as Buyer and Seller agree that, subject to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with section 5A below, Buyer is acquiring the Premises and has had adequate opportunity any related personal property in their "AS IS" condition, WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Neither Seller nor any agents, representatives, or employees of Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to investigate and inspect Buyer or any agents, representatives, or employees of Buyer with respect to the condition of the PremisesProperty, their fitness for any particular purpose, or their compliance with any laws, and enters into this Lease Buyer is not aware of and does not rely upon any such representation to any other party. Buyer acknowledges that the basis of its own review, and is leasing Purchase Price might be higher if Buyer were not acquiring the Premises Property in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS"as is" condition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further Buyer acknowledges and agrees that it either has had an or will have before the Date of Closing the opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition make such inspections (or have such inspections made by consultants) as it desires of the Premises. Lessee has investigated Property and has knowledge of operative or proposed governmental laws and regulations all factors relevant to its use, including, without limitation, environmental laws the interior, exterior, and regulations structure of all improvements, and the condition of soils and subsurfaces (particularly with respect to which the presence or absence of hazardous substances). After its inspections are completed, Buyer shall restore the Premises are and personal property to their condition prior to Buyer's inspections. Buyer agrees to indemnify Seller for all claims or damages arising out of Buyer's inspections, including, without limitation, claims for personal injury or property damage, and including all costs and attorneys' fees. The obligations in this paragraph shall survive the Closing or the termination of this Agreement for any reason, including without limitation pursuant to section 4, 9, or 14 hereof. Buyer hereby releases Seller and its agents, representatives, and employees from any and all claims, demands, and causes of action, past, present, and future, that Buyer may be subject and enters into this Lease upon have relating to (i) the basis of its review and determination condition of the applicability Premises and effect the personal property at any time, before or after the Date of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties Closing, including, without limitation, the presence of any kind hazardous substance, or nature, express or implied, as (ii) any other matter pertaining to the condition Premises or the personal property. This release shall survive the Closing or the termination of this Agreement for any reason. This release shall not apply to (financial x) any presence or otherwise), value or quality release of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of hazardous substances which first occurred while Seller owned the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnitureof which Buyer, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain after having a phase I environmental site assessment performed on the Premises as and when Lessee evacuates Premises, has no knowledge, or (y) any administrative or judicial action brought against Buyer, without Buyer's instigation, by an unrelated third party or governmental entity, relating to a condition or event that occurred while Seller owned the Premises on the Termination Date Premises, in which action Buyer may file a third party complaint or any extension thereofsimilar pleading against Seller.

Condition of Premises. Lessor makes no Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty or representation as with respect to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Existing Bridge Premises, and enters into this Lease upon the basis of its own review, and is leasing Corridor Premises or the New Bridge Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor (including the environmental condition of the Buildings or the Project as it relates to the constructability of or suitability for the New Bridge Improvements) or with respect to the suitability of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises for the conduct of Tenant’s business. Lessee has investigated Tenant acknowledges that (a)(i) it is fully familiar with the condition of the Existing Bridge Premises and has knowledge the Corridor Premises, (ii) it is generally familiar with the condition of operative the Buildings and the Project as it relates to the constructability of or proposed governmental laws suitability for the New Bridge Improvements and regulations including(iii) as of the New Bridge Commencement Date, without limitationwill be fully familiar with the condition of the New Bridge Premises and, environmental laws notwithstanding anything in the Lease to the contrary, agrees (A) that it took the Existing Bridge Premises in its condition “as is” as of the Existing Bridge Commencement Date, (B) to take the New Bridge Premises in its condition “as is” as of the first day of the New Bridge Commencement Date and regulations (C) that it took the Corridor Premises in its condition “as is” as of the Corridor Commencement Date, (b) Landlord shall have no obligation to which alter, repair or otherwise prepare any portion of the Existing Bridge Premises, the Corridor Premises are or the New Bridge Premises for Tenant’s occupancy or to pay for any improvements to the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, except as may be subject expressly provided in this First Amendment or set forth in the Lease and enters into this Lease upon (c) Tenant accepts the basis of its review and determination condition of the applicability Buildings and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, the Project (as it relates to the condition (financial constructability of or otherwise), value or quality of suitability for the products, assets or properties of the Premises. Lessee hereby accepts the Premises New Bridge Improvements) in their condition existing “as is” as of the Effective First Amendment Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use . Tenant’s taking of possession of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, as applicable, shall, except as otherwise agreed to in writing by Landlord and accepts this Lease subject thereto Tenant, conclusively establish that the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, as applicable, were at such time in good, sanitary and satisfactory condition and repair. Tenant, at its sole cost and expense, shall remediate or remove any asbestos that is discovered or uncovered as a result of Tenant’s construction of the New Bridge Improvements in accordance with, and to all matters disclosed thereby the extent required by, Applicable Laws. Tenant assumes responsibility for the condition of the Buildings and by the Project as each relates to the constructability of and suitability for the New Bridge Improvements (and, for the sake of clarity, Landlord has no obligation to alter, repair or otherwise prepare any exhibits attached hereto. Lessee hereby agrees portion of the Building or the Project for the sole purpose of making it suitable for the New Bridge Improvements); provided, however, in no event shall Tenant be responsible (except through Operating Expenses if permitted under the Lease) for any condition of the Building or the Project that all furniturewould have existed regardless of the construction of the New Bridge Improvements and for which Tenant is not otherwise responsible under any other provision of the Lease; provided, equipment, machinery and all other personal property, excepting any computersfurther, that are located on or in Tenant shall be responsible to remedy any non-compliance with Applicable Laws, to the Premises as extent such non-compliance would not have existed but for the construction of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofNew Bridge Improvements.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises in their the AS-IS condition existing as of the Effective Date, date of the execution hereof subject to all applicable zoning, municipal, county county, state and state federal laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises or the suitability thereof for the conduct of Tenant’s business, nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises except as provided in this Lease. Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall in itself constitute acknowledgement that the Premises are in good and Tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as is", and that all furniturethe Landlord shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Tenant represents and acknowledges that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, equipmentsubsurface and groundwater for contamination and hazardous materials) and is satisfied that the Premises will safely support the type of improvements, machinery if any, to be constructed and all other personal property, excepting any computersmaintained by Tenant upon the Premises, that are the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that the Landlord does not know nor has reasonable cause to believe that any release of any hazardous material has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, the Landlord has made available to Tenant, for review and inspection, records in the possession or control of the Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to Landlord that, except as otherwise may be stated on “Exhibit C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Premises and (5) with respect to any hazardous material which Tenant knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, Tenant has listed the hazardous material on attached “Exhibit C” and agrees promptly to commence and complete the removal of or other appropriate remedial action regarding the hazardous material at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The phrase “hazardous material,” as used herein, has the same meaning as that phrase has in Section 5.7 of this Lease. Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to the Landlord to take all actions necessary, off as well as on the Premises to improve and continuously use the Premises as of the Effective Date shall remain on the Premises as required by this Lease and when Lessee evacuates the Premises on the Termination Date or any extension thereofin compliance with all applicable laws and regulations.

Condition of Premises. Lessor makes no warranty or representation Except as otherwise provided herein to the Premises. Lessee contrary, Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” “without any representations or warranties,” and Tenant hereby acknowledges and agrees that it has occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant’s purposes, and enters 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 Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their an “AS IS, WHERE ISAs Is” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTScondition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition The existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or leasehold improvements in the Premises as of the Effective Date shall remain on date of this Lease, together with the Initial Tenant Improvements (as defined in Exhibit B), are sometimes collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises as and when Lessee evacuates by Tenant shall conclusively establish that the Premises on and the Termination Date Building were at such time in satisfactory condition. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any extension thereoffacility in the Premises or the Common Areas or otherwise conduct any of the above activities for the sole purpose of complying with a general plan for fire/life safety for the Building and (iii) 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 attempt to perform any such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Lessor makes Tenant acknowledges that Tenant is currently in possession and occupancy of the Premises and hereby agrees that the Premises shall be taken in “as is” condition, “with all faults”, “without any representations or warranties”. Tenant hereby agrees and warrants that it is familiar with 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 further acknowledges that Landlord has no warranty obligation to alter or representation as improve the Premises for Tenant’s use or benefit other than to make the Allowance available to Tenant for Tenant’s construction of the Tenant Work pursuant to the Work Letter Agreement attached hereto as Exhibit “C” (“Work Letter Agreement”). Tenant hereby acknowledges that pursuant to a separate agreement Landlord intends to acquire title to certain furniture and equipment currently used by Tenant in the Premises, and more particularly described in Exhibit “F” attached hereto (“Existing Furniture”). Lessee Subject to Landlord’s acquisition of title to the Existing Furniture, promptly after the Commencement Date, Landlord shall transfer title to the Existing Furniture to Tenant pursuant to a xxxx of sale. Tenant hereby acknowledges and agrees that it neither Landlord nor any agent or employee of Landlord has occupied made any representations or warranty with respect to the Existing Furniture and familiarized itself that said Existing Furniture shall be taken in “as is” condition, “with all faults”, “without any representations or warranties” and that Landlord shall have no duty to repair or maintain said Existing Furniture. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and has had adequate opportunity the Project were at such time in satisfactory condition. Tenant hereby waives and releases its right to investigate make repairs at Landlord’s expense pursuant to Sections 1941 and inspect the condition 1942 of the PremisesCivil Code of California or under any similar law, and enters into this Lease upon the basis of its own review, and is leasing the Premises statute or ordinance now or hereafter in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofeffect.

Condition of Premises. Lessor makes no warranty or representation A. Purchaser shall accept the Premises at the Closing in its “as is” condition as of the date hereof, reasonable wear and tear excepted, and subject to the Premises. Lessee acknowledges provisions of Article 18 hereof in the event of a casualty or condemnation and agrees that it has occupied and familiarized itself subject to Seller’s compliance with the covenants contained in Article 20 hereof or elsewhere in this Agreement. Seller shall not be liable for any latent or patent defects in the Premises or bound in any manner whatsoever by any guarantees, promises, projections, operating expenses, set ups or other information pertaining to the Premises made, furnished or claimed to have been made or furnished, whether orally or in writing, by Seller, the Condominium Board or any other person or entity, or any partner, employee, agent, attorney or other person representing or purporting to represent Seller, except to the extent expressly set forth herein or in any document or instrument expressly required in this Agreement to be delivered at Closing. Purchaser acknowledges that neither Seller nor any of the employees, agents or attorneys of Seller have made or do make any oral or written representations or warranties whatsoever to Purchaser, whether express or implied, except as expressly set forth in this Agreement or in any of the documents to be delivered at Closing, and, in particular, that no such representations and has had adequate opportunity warranties have been made with respect to investigate and inspect the physical, environmental condition or operation of the Premises, the presence, introduction or effect of Hazardous Materials at or affecting the Premises, the actual or projected revenue and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition expenses of the Premises. Lessee has investigated , the current or future budget of the Condominium, the legality of the rents charged to Tenants, the zoning and has knowledge other laws, regulations and rules or Relevant Environmental Laws applicable to the Premises or the compliance of operative the Premises therewith, the current or proposed governmental laws and regulations future real estate tax liability, assessment or valuation of the Premises, the availability of any financing for the alteration, rehabilitation or operation of the Premises from any source, including, without limitation, environmental laws and regulations to which any state, city or federal government or any institutional lender, the Premises are current or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the future use of the Premises, including, without limitation, the use for residential or commercial purposes, the present and accepts this Lease subject thereto future condition and to all matters disclosed thereby and by operating state of any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on machinery or equipment in the Premises as and the present or future structural and physical condition of the Effective Date shall remain on Building or its suitability for rehabilitation or renovation, the ownership or state of title of any Personal Property, the quantity, quality or condition of the Personal Property or Fixtures, the use or occupancy of the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension part thereof, or any other matter or thing affecting or relating to the Premises, the Property or the transactions contemplated hereby, except as specifically set forth in this Agreement or in any of the documents to be delivered at Closing.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition of the Premises, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “"AS IS, WHERE IS” " CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.

Condition of Premises. Lessor makes no warranty or representation as (a) Purchaser is a sophisticated investor and its valuation of, and decision to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with purchase, the Premises is based upon its own independent expert evaluations of such facts and materials deemed relevant by Purchaser and its agents. Other than the representations and warranties of Seller specifically set forth herein or in the Closing documents executed and delivered by Seller at the Closing pursuant to Article VIII hereof, Purchaser has had adequate opportunity not relied in entering into this Agreement upon any oral or written information from Seller, in any capacity, or any of its employees, affiliates, agents, consultants, advisors or representatives, including any appraisals, projections or evaluations of credit quality prepared by Seller or any of its employees, affiliates, agents, consultants, advisors or representatives. Purchaser further acknowledges that no employee, agent, consultant, advisor or representative of Seller has been authorized to investigate and inspect the condition of the Premisesmake, and enters into that Purchaser has not relied upon, any statements or representations other than those specifically contained in this Lease upon the basis of its own reviewAgreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, and is leasing the Premises in their PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER IS PURCHASING THE PREMISES “AS IS, ” AND “WHERE IS” CONDITION “WITH ALL FAULTS” ON THE CLOSING DATE, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTIONAND, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASEAGREEMENT OR IN SAID CLOSING DOCUMENTS, SELLER IS MAKING NO WARRANTIESREPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, ARE MADE BY LESSOR AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PREMISES, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE BUSINESS OR FINANCIAL CONDITION OF ANY TENANT OF THE PREMISES, (B) THE PHYSICAL CONDITION OF ANY IMPROVEMENT OR ANY OTHER PROPERTY COMPRISING ALL OR A PART OF THE PREMISES, OR ITS AFFILIATES CONCERNING SUCH ITEMSFITNESS, MERCHANTABILITY OR SUITABILITY FOR ANY USE OR PURPOSE, (C) THE LEASES, RENTS, INCOME OR EXPENSES OF THE PREMISES, (D) THE COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS, CODES, ORDINANCES, RULES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY AND ANY VIOLATIONS THEREOF, (E) THE PRESENCE OF ANY HAZARDOUS OR TOXIC SUBSTANCES, LEAD PAINT OR ASBESTOS AT THE PREMISES, OR (F) THE CURRENT OR FUTURE USE OF THE PREMISES, INCLUDING BUT NOT LIMITED TOTHE PREMISES’ USE FOR COMMERCIAL, WARRANTIES OF MERCHANTABILITY RETAIL, INDUSTRIAL OR FITNESS FOR A PARTICULAR PURPOSEOTHER PURPOSES. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity Seller is not liable or bound in any manner by any verbal or written statements, representations, real estate brokers’ “set-ups”, offering memorandum or information pertaining to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and furnished by any exhibits attached hereto. Lessee hereby agrees that all furniturereal estate broker, equipmentadvisor, machinery and all consultant, agent, employee, representative or other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofPerson.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition Having made such inspection of the Premises, the Building, Lot 1 or the Project as it deemed prudent and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations appropriate (including, without limitation, environmental laws and regulations to which testing for the Premises are or may be subject and enters into this Lease upon the basis presence of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwisemold), value or quality of the products, assets or properties of the Premises. Lessee Tenant hereby accepts the Premises in their condition existing as of the Effective 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. Lessee hereby agrees that Notwithstanding the foregoing but subject to all furnitureof the terms of this Lease for the construction of Tenant Improvements, equipmentLandlord shall deliver the Building to Tenant on the Delivery Date with the building plumbing, machinery lighting, heating, ventilation, air conditioning, gas, electrical, and all other personal property, excepting any computers, that are located on or sprinkler systems and loading doors in proper operating condition and built substantially in accordance with the approved plans thereof and in a xxxxxxx like manner. Except as specifically set forth in this Lease and in the Premises Work Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit C and made a part hereof (“Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Effective Date shall remain on Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises as for the conduct of Tenant’s business. Neither party has been induced to enter into this Lease by, nor is either party is relying on, any representation or warranty outside those expressly set forth in this Lease. Neither Landlord nor anyone acting on its behalf shall be liable for, nor shall this Lease be subject to rescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and when Lessee evacuates the Premises /or damages based on the Termination Date or nondisclosure of any extension thereoffacts.

Condition of Premises. Lessor makes no warranty or representation Except as to otherwise expressly provided in this Lease and the Premises. Lessee Tenant Work Letter, Tenant hereby acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity the Building are satisfactory to investigate and inspect the condition of the PremisesTenant in all respects, and enters into this Lease upon the basis of its own review, and is leasing Tenant hereby accepts the Premises and the Building in their “present "AS IS, WHERE IS” CONDITION " and "WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date" condition, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and Tenant accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE AND THE TENANT WORK LETTER LANDLORD HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION OR SUITABILITY OF THE PREMISES FROM AND AFTER THE DATE ON WHICH LANDLORD TENDERS POSSESSION OF THE PREMISES TO TENANT. FURTHER AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE AND THE TENANT WORK LETTER, TO THE EXTENT PERMITTED BY LAW, TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENANCES EXCEPT AS MAY BE CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. Tenant shall at its expense comply promptly with all furnitureapplicable laws, equipmentstatutes, machinery ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during all other personal propertyor any portion of the Lease Term regulating the use, excepting any computers, that are located on or in possession and occupancy by Tenant of the Premises other than the making of structural changes or changes to the Building's electrical, mechanical, plumbing and HVAC systems and equipment and/or Common Areas (such changes will be made by Landlord at its expense, but subject to reimbursement as an Operating Expense to the extent permitted by Article 6); however, if such changes are required due to the Improvements and/or Tenant's Alterations (other than normal and customary business office improvements) or a particular nature of Tenant's use of the Premises (as opposed to office and call center use generally), Tenant shall, as Additional Rent, reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice therefor. Landlord represents to Tenant that, to the best of Landlord’s knowledge as of the Effective Date Delivery Date, (i) the Premises and the common areas of the Building shall remain be in substantial compliance with all applicable laws including, but not limited to, then applicable requirements of the Americans with Disabilities Act; and (ii) the Premises and the common areas of the Building do not contain any Hazardous Substances in violation of applicable laws. Notwithstanding the foregoing or anything to the contrary in this Lease, Landlord shall on the Premises as Delivery Date at its sole cost and when Lessee evacuates expense and not part of Operating Expenses, deliver the Premises to Tenant with the electrical, plumbing, mechanical, HVAC fire sprinkler systems (collectively, the "Systems and Equipment") and electrical and water meters in good working order, and the roof of the Building in good watertight condition. If, on the Termination Delivery Date, such Systems and Equipment and/or the roof are not in good working order and Tenant notifies Landlord in writing within six (6) months following the Delivery Date that such Systems and Equipment and/or the roof are not in good working order and watertight condition, Landlord shall, at Landlord's sole cost and expense (and not as an Operating Expense reimbursable by Tenant) and as Tenant's sole remedy therefor, put such Systems and Equipment in good working order and/or perform roof repairs required to place the same in good watertight condition. Additionally, if within twelve (12) months following the Delivery Date Tenant reasonably and in good faith determines that any Systems and Equipment serving the Premises do not have a remaining useful life in excess of the initial Lease Term, then Tenant shall notify Landlord in writing within such period of twelve (12) months specifying which Systems and Equipment do not have a remaining useful life in excess of the initial Lease Term, which notice shall be accompanied by reasonable back-up documentation (to the extent actually in Tenant's control or possession) of engineers, contractors or other persons qualified in the maintenance and repair of the specified Systems and Equipment certifying that Systems and Equipment do not have a remaining useful life in excess of the initial Lease Term. If Landlord disputes in writing Tenant’s determination, then Landlord and Tenant shall, for a period of thirty (30) days thereafter, attempt to resolve such dispute. If such dispute is not resolved within such thirty (30) day period, then the parties shall submit the matter to binding arbitration before a retired judge under the auspices of JAMS (or any extension successor to such organization) in Dallas, Texas, according to the then rules of commercial arbitration of such organization. The decision of the arbitrator shall be conclusive, final and binding upon Landlord and Tenant. Judgment upon the decision of the arbitrator may be entered in any court of competent jurisdiction. The cost of such arbitration (including reasonable attorneys' fees incurred therein) shall be borne by the losing party as determined by the arbitrator. If the arbitrator determines that the specified Systems and Equipment (or portion thereof) do not have a remaining useful life in excess of the initial Lease Term, then Landlord shall, prior to the expiration of then remaining useful life of such Systems and Equipment (or portion thereof), replace such Systems and Equipment (or portion thereof) at Landlord's sole cost and expense and not as an Operating Expense chargeable to Tenant ("Landlord Replacement Items").

Condition of Premises. Lessor makes no warranty or representation Rodamco acknowledges that each of it and the Rodamco Subsidiaries has inspected the Malls and reviewed the Partnerships and the North Star Venture, that it has received copies of and has reviewed the Mall Agreements, the Bellwether Agreement, the Maplewood Agreement and the North Star Agreement, that is has received copies of such other documents as it has requested and that it agrees to accept the PremisesMalls "as is" and in their present condition. Lessee Rodamco on behalf of itself, the Rodamco Subsidiaries and the HRE Subsidiaries acknowledges and agrees that it has occupied except as expressly set forth in the Assignments and familiarized itself the Releases, and in this Agreement and the Exhibits and Schedules hereto, CPI (and its affiliates) are making no representations, promises, warranties, guarantees, statements or projections regarding the physical condition, habitability, leases, layout, footage, income and revenue, rents, expenses, zoning, operations, occupancy percentages or rates, environmental condition, the presence or absence of hazardous substances, compliance with applicable laws and regulations, including zoning and building codes, the Premises and has had adequate opportunity status of development rights or potential, or any matter respecting, affecting, or pertaining to investigate and inspect the Malls, or any part thereof, or with respect to the financial condition of the PremisesNorth Star Venture or any Partnership (or related entity). With respect to any items of personal property, CPI has not made and does not make any representations, promises or warranties, express or implied, dealing with merchantability, fitness for use or condition thereof, and enters into this Lease upon Rodamco agrees that none have been made. Without limiting the basis generality of the foregoing, no environmental assessment or audit report or title policy furnished by CPI (or any of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity affiliates) to review and Rodamco (or any of its affiliates) shall be deemed a representation or warranty by CPI (or any of its affiliates) as to discuss with various agents and/or representatives of Lessor the environmental condition any of the Premisesinformation contained therein. Lessee has investigated Notwithstanding anything else in this Agreement to the contrary, CPI shall have no obligation to Rodamco (or its affiliates) with regard to compliance or failure of compliance under the Americans with Disabilities Act ("ADA") in connection with the Malls, and, without limiting the generality of the foregoing, (i) none of CPI's (or any of its affiliates') representations and has knowledge of operative or proposed governmental laws and regulations warranties (including, without limitation, environmental laws those representation and regulations warranties set forth in Article V) shall be interpreted to which include any representation or warranty with regard to compliance by the Premises are Malls with the ADA and (ii) CPI shall have no obligation to cure any violation of law arising under the ADA (or may be subject to adjust the Working Capital of any Partnership to reflect the cost thereof). Rodamco further acknowledges that it is a sophisticated purchaser of real estate and enters interests in partnerships directly or indirectly owning real estate and that its decision to consummate the transactions contemplated by this Agreement is based upon its own independent expert evaluation of the Malls, the Partnerships, the North Star Venture and other materials and information deemed relevant by Rodamco and its agents. In entering into this Lease Agreement, Rodamco has not relied upon any oral or written representations from CPI or any of CPI's Trustees, officers, employees, affiliates, agents or representatives other than the basis representations and warranties of CPI (or its affiliates) expressly set forth in this Agreement or in the Assignments or the Releases. Nothing contained in this Article VII is intended to or shall affect the liability of CPI or the CPI Subsidiaries under this Agreement, the Assignments or the Releases in the event of any breach by it of any representation or warranty contained in this Agreement or any default by it in performing its obligations under this Agreement, the Assignments or the Releases. In addition, nothing contained in this Article VII shall in any way constitute a waiver by Rodamco of its review and determination of right to rely on the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of CPI contained in this Agreement or to pursue any kind remedies available to Rodamco in connection with the breach of any such representations or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofwarranties.

Condition of Premises. Lessor makes no warranty or representation as Subject to the terms of “Construction Rider” attached hereto as Exhibit E and made a part hereof, Landlord represents and warrants that on the Term Commencement Date the Building and Building systems and subsystems (including the HVAC) shall be in good working order, and not in violation of any government codes or regulations including Title 24 and the accessibility requirements of the Americans with Disabilities Act, and the Premises, Building and Land are not in violation of any laws regarding dangerous, toxic or hazardous conditions or materials. Lessee acknowledges and agrees that it As of the Term Commencement Date, Tenant has occupied and familiarized itself with also conducted Tenant’s own investigation of the Premises and has had adequate opportunity to investigate the physical condition thereof, including accessibility and inspect location of utilities, improvements, and existence of Hazardous Materials which are reasonably observable, and that Tenant is familiar with the condition of the Premises. Other than those in this section, Landlord has made no express, implied or other representations of any kind in connection with soil, improvements, or physical conditions on the Premises, Building or Land or affecting the Premises, Building or Land, and enters into that Tenant has relied solely on Tenant’s own inspection and examination of such items. Tenant understands, acknowledges and hereby expressly assumes the risk that the Premises, Building and Land may be subject to earthquake, fire, floods, erosion and high water table. Landlord shall have no responsibility or liability with respect to any of these occurrences or conditions. The terms and conditions set forth herein are the result of arm’s-length bargaining between entities familiar with transactions of this Lease kind. The Monthly Rent, and the terms and conditions set forth herein, reflect the fact that Tenant shall have the benefit of, and except as stated herein, is not relying upon, any statements, representations, or warranties whatsoever made by or enforceable directly or indirectly against Landlord relating to the condition, operations, dimensions, descriptions, soil condition, environmental condition, suitability, or any other attribute or matter of or relating to the Premises, Building or Land but that Tenant is relying solely upon the basis of its own reviewinvestigation of the same. Tenant acknowledges that Landlord has provided Tenant with a full opportunity to inspect the Premises, including, but not limited to, the opportunity to conduct such tests and is leasing audits of the Premises as Tenant has deemed necessary in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss connection with various agents and/or representatives of Lessor the environmental condition lease of the Premises. Lessee If Landlord obtains or has investigated and has knowledge obtained or provides Tenant with the services, opinions, or work product of operative or proposed governmental laws and regulations includingsurveyors, without limitationarchitects, soil engineers, environmental laws and regulations audits, engineers, title insurance companies, governmental authorities, or any other person or entity with respect to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, Tenant and accepts this Lease subject thereto Landlord agree that Landlord shall do so only for the convenience of both parties, and the reliance by Tenant upon any such services, opinions, or work product shall not create or give rise to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on liability of or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofagainst Landlord.

Condition of Premises. Lessor makes no warranty On the last day or representation sooner termination of the Term, Tenant shall quit and surrender the Premises to Landlord, broom clean, in good order, condition and repair as required by Section 9.2, together with all alterations, additions and improvements made in, to or on the Premises, except movable furniture and Tenant's trade fixtures installed at the expense of Tenant, except that Tenant shall ascertain from Landlord within thirty (30) days before the end of the Term whether Landlord desires to have the Premises, or any part or parts thereof, restored to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with condition in which the Premises were delivered to Tenant, or to their condition prior to making any alteration, addition or improvements thereto, and has had adequate opportunity to investigate if Landlord shall so desire, then Tenant shall, at Tenant's sole cost and inspect expense, so restore the condition Premises, or such part or parts thereof, before the end of the Term. On or before the end of the Term, Tenant shall remove all its personal property from the Premises, and enters into this Lease upon all property of Tenant not removed hereunder shall be deemed, at Landlord's option, to be abandoned by Tenant and Landlord may store such property in Tenant's name at Tenant's expense, and/or dispose of the basis same in any manner permitted by law. Tenant shall repair any and all damage to the Premises caused by Tenant's removal of its own reviewfurniture, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTStrade fixtures or property hereunder. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which If the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing not surrendered as of the Effective Dateend of the Term in the manner and condition herein specified, subject to Tenant shall indemnify, defend, protect and hold Landlord harmless from and against all applicable zoningloss, municipalliability, county and state laws, ordinances and regulations governing and regulating the use of cost or expense (including reasonable attorneys' fees) resulting from or caused by Tenant's delay or failure in so surrendering the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and including any claims made by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on succeeding tenant due to such delay or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereoffailure.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee acknowledges and agrees Tenant represents that it Xxxxxx has occupied and familiarized itself with inspected the Premises and has had adequate opportunity the Building and is thoroughly acquainted with their condition and, subject to investigate the completion of Landlord Work in accordance with the terms herein, takes the Premises "as is," and inspect the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Building were in good and satisfactory condition at the time possession was taken by Tenant . Neither Landlord nor Landlord's agents have made any representations or promises with respect to the condition of the Building, the Premises, the land upon which the Building is constructed, or any other matter or thing affecting or related to the Building or the Premises, except as herein expressly set forth, and enters into no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease upon . 38. PREJUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM AND JURY TRIAL . Tenant, for itself and for all persons claiming through or under it, hereby acknowledges that this Lease constitutes a commercial transaction as such term is used and defined in Chapter 903 a of the basis of its own reviewConnecticut General Statutes, , and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges hereby expressly waives any and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to all rights which the Premises are or may be subject conferred upon Tenant by said Act to any notice or hearing prior to a prejudgment remedy, and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims by any representations present or warranties of any kind or nature, express or implied, as future law to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of redeem the Premises, and accepts or to any new trial in any action or ejection under any provisions of law, after reentry thereupon, or upon any part thereof, by Landlord, or after any warrant to dispossess or judgment in ejection . If Landlord shall acquire possession of the Premises by summary proceedings, or in any other lawful manner without judicial proceedings, it shall be deemed a reentry within the meaning of that word as used in this Lease subject thereto . In the event that Landlord commences any summary proceedings or action for nonpayment of rent or other charges provided for in this Lease, Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action . Tenant and to Landlord both waive a trial by jury of any or all matters disclosed thereby and by issues arising in any exhibits attached hereto. Lessee hereby agrees that all furnitureaction or proceeding between the parties hereto or their successors, equipmentunder or connected with this Lease, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofof its provisions . 39.

Condition of Premises. Lessor makes no warranty or representation as Tenant acknowledges that except to the extent expressly set forth in this Lease or in a written addendum or amendment hereto, neither Landlord nor its agents have made (i) any promise to alter, remodel or otherwise improve, or (ii) any representation or warranty with respect to the condition of, the Premises, the Building or any part of the Project or improvements thereon or therein. Lessee Tenant’s taking possession of the Premises shall be deemed acceptance of the Premises by Tenant, and shall be deemed conclusively to establish that the Premises are in good and satisfactory condition as of the date Tenant takes possession. Subject to the completion of any Landlord’s Work, Tenant accepts possession of the Premises in their current, “as is”, condition, and acknowledges and agrees that it has occupied and familiarized itself with inspected the Premises before signing this Lease and has had adequate opportunity to investigate and inspect is fully aware of the condition of the Premises. Notwithstanding the foregoing, and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity prior to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use Landlord’s Delivery of the Premises, Landlord shall inspect any existing HVAC system (consisting of any air distribution duct work, compressors and accepts this Lease subject thereto any other related components or equipment); electrical system (consisting of wall and to all matters disclosed thereby floor outlets, fluorescent lighting and by any exhibits attached hereto. Lessee hereby agrees that all furnituredistribution panel[s]); and plumbing system (consisting of water supply, equipmentsinks, machinery drains, restroom facilities, water heater[s] and all other personal propertysprinkler system, excepting any computers, that are if any) collectively “Existing Utility Systems” located on in or in the Premises as of the Effective Date shall remain on the Premises as to ensure that each Existing Utility System and when Lessee evacuates any related components are in proper working order and condition. If one or more Existing Utility System does not have a remaining useful life of at least the initial Term of this Lease, each such system shall be replaced by Landlord prior to the Delivery of the Premises on at landlord’s sole cost and expense and not as part of the Termination Date or any extension thereofinitial Tenant improvements costs. In addition Landlord shall ensure that the Premises are thoroughly cleaned and free of all prior occupants and their personal property by the date of Delivery of the Premises.

Condition of Premises. Lessor makes no warranty or representation as Other than with respect to the Premisescompletion of Landlord's construction obligations set forth in the Work Letter, which shall be done in a good and workmanlike manner in accordance with all applicable law (including, without limitation, the Americans With Disabilities Act of 1990) and in accordance with the provisions of the Work Letter, using materials and equipment of good quality, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty of any kind whatsoever with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant's business. Lessee The acceptance of possession of the Premises by Tenant after receipt of the Notice, without objection within the time prescribed for such objection, shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. Tenant acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect the condition Tenant is relying solely upon Tenant's own inspection of the Premises, and enters into Tenant is not relying on any representation or warranty from the Landlord regarding the Premises or the Building, except as specifically set forth in this Lease upon or the basis of its own reviewWork Letter, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are any representation or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, warranty as to the condition (financial physical condition, design or otherwise), value or quality of the products, assets or properties layout of the Premises. Lessee hereby accepts Notwithstanding the Premises in their condition existing foregoing, as of the Effective Lease Commencement Date, subject the heating, ventilating and air conditioning system, and the electrical, plumbing, sewer, life safety and, if applicable, security systems (collectively, "BUILDING SYSTEMS") serving Floor Three and Floor Four or Floor One and Floor Two, as the case may be, shall be in good working order and repair. In connection with delivery of possession of Floor Three and Floor Four or Floor One and Floor Two, as the case may be, to all applicable zoningTenant with Landlord's Work and the Tenant's Improvements having been substantially completed, municipalTenant, county together with Tenant's Architect and state lawsa representative of Landlord and Landlord's Architect, ordinances and regulations governing and regulating the use shall conduct a walk through of the Premises, applicable portion of the Premises and accepts this Lease subject thereto and to all matters disclosed thereby and by prepare a punch list setting forth a description of any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal propertyof Landlord's Work and/or Tenant's Improvements remaining to be completed or defective and requiring repair or replacement as reasonably determined by Tenant's Architect and Landlord's Architect. Landlord shall, excepting following the preparation of such punch list, diligently pursue completion or repair of the punch list items and upon completing or repairing all such punch list items, Landlord shall be considered to have fulfilled its obligations in connection with construction of both the Landlord's Work and the Tenant's Improvements. Landlord shall for a period of thirty (30) days following delivery of possession of Floor Three and Floor Four or Floor One and Floor Two, as the case may be, to Tenant, perform any computersrepairs required in connection with the Building Systems so as to maintain such systems in good working order and repair, provided, however, that are located on or Landlord shall have no obligation to make any repairs in the Premises as connection with any portion of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date Building Systems damaged by Tenant or any extension thereofof Tenant's contractors, employees or agents.

Condition of Premises. Lessor makes no warranty or representation as to Tenant hereby agrees and acknowledges that Tenant has been an occupant of a portion of the Premises since 2008 under that certain Office Space Lease dated September 30, 2008, between Landlord and Tenant (the “Original Lease”) and that Tenant has been an occupant of the Premises. Lessee acknowledges , as defined on the Term Commencement Date, since January 1, 2013, and Tenant agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity shall be accepted by Tenant in an “as is” present condition, including all faults, without any representation or warranty by Landlord relating to investigate and inspect the condition of the Premises. As of the Term Commencement Date, Tenant has conducted Tenant’s own investigation of the Premises and the physical condition thereof, including accessibility and location of utilities, improvements, and enters into this Lease upon the basis existence of its own reviewHazardous Materials which are reasonably observable, and that Tenant is leasing familiar with the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee Landlord has investigated made no express, implied or other representations of any kind in connection with soil, improvements, or physical conditions on the Premises, Building or Land or affecting the Premises, Building or Land, and that Tenant has knowledge relied solely on Tenant’s own inspection and examination of operative or proposed governmental laws such items. Tenant understands, acknowledges and regulations includinghereby expressly assumes the risk that the Premises, without limitation, environmental laws Building and regulations to which the Premises are or Land may be subject to earthquake, fire, floods, erosion and enters into high water table. Landlord shall have no responsibility or liability with respect to any of these occurrences or conditions. The terms and conditions set forth herein are the result of arm’s length bargaining between entities familiar with transactions of this Lease kind. The Monthly Rent, and the terms and conditions set forth herein, reflect the fact that Tenant shall have the benefit of, and except as stated herein, is not relying upon, any statements, representations, or warranties whatsoever made by or enforceable directly or indirectly against Landlord relating to the condition, operations, dimensions, descriptions, soil condition, environmental condition, suitability, or any other attribute or matter of or relating to the Premises, Building or Land but that Tenant is relying solely upon the basis of its review and determination own investigation of the applicability and effect of such laws and regulationssame. Lessee Tenant acknowledges that Lessor expressly disclaims any representations or warranties of any kind or natureLandlord has provided Tenant with a full opportunity to inspect the Premises, express or impliedincluding, as but not limited to, the opportunity to the condition (financial or otherwise), value or quality conduct such tests and audits of the products, assets or properties Premises as Tenant has deemed necessary in connection with the lease of the Premises. Lessee hereby accepts If Landlord obtains or has obtained or provides Tenant with the Premises in their condition existing as services, opinions, or work product of the Effective Datesurveyors, subject architects, soil engineers, environmental audits, engineers, title insurance companies, governmental authorities, or any other person or entity with respect to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, Tenant and accepts this Lease subject thereto Landlord agree that Landlord shall do so only for the convenience of both parties, and the reliance by Tenant upon any such services, opinions, or work product shall not create or give rise to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on liability of or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofagainst Landlord.

Condition of Premises. Lessor makes no warranty or representation as to the Premises. Lessee Tenant acknowledges and agrees that it has occupied and familiarized itself with the Premises are and has had adequate opportunity shall be leased by Landlord to investigate Tenant in its present "AS-IS" condition, subject to all liens, encumbrances and inspect the condition of restrictions affecting the Premises. LANDLORD MAKES ABSOLUTELY NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE PREMISES OR THE CONDITION THEREOF EITHER TO ITS FITNESS FOR USE, CONDITION, PURPOSE OR OTHERWISE AS TO THE QUALITY OR MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. Tenant acknowledges that Landlord has not investigated and enters into this Lease upon the basis of its own review, and is leasing does not warrant or represent to Tenant that the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSare fit for the purposes intended by Tenant or for any other purposes whatsoever. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further Tenant acknowledges and agrees that it has had an opportunity the Premises are to review and be leased to discuss with various agents and/or representatives of Lessor the environmental condition Tenant in their existing condition, i.e., "AS-IS", as of the PremisesCommencement Date and at all times thereafter. Lessee has investigated Tenant acknowledges that Tenant shall be solely responsible for any and has knowledge all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of operative or proposed the Premises in accordance with applicable governmental laws and regulations requirements, including, without limitation, environmental laws all governmental charges and regulations fees, if any, which may be due or payable to which applicable authorities. By leasing the Premises, Tenant warrants and represents to Landlord that Tenant has examined and approved all things concerning the Premises are or may be subject which Tenant deems material to Tenant's leasing and enters into this Lease upon the basis of its review and determination use of the applicability Premises. Tenant further acknowledges and effect agrees that: (a) neither Landlord nor any agent of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims Landlord has made any representations representation or warranties of any kind or naturewarranty, express or implied, as to the condition (financial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts concerning the Premises in their condition existing as of the Effective Date, subject or which have induced Tenant to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts execute this Lease subject thereto except as contained in this Lease; and to all matters disclosed thereby (b) any other representations and warranties are expressly disclaimed by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereofLandlord.

Condition of Premises. Lessor makes no warranty or representation as Subject to the Premises. Lessee acknowledges performance by Landlord of its obligations under the Work Letter Agreement 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 occupied investigated and familiarized itself with the Premises and has had adequate opportunity to investigate and inspect inspected the condition of the PremisesPremises and the suitability of same for Tenant's purposes, and enters 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 representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business, and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease upon the basis of its own review, and is leasing let the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTSan "as is" condition. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives The taking of Lessor the environmental condition possession of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which Premises by Tenant shall conclusively establish that the Premises are or may be subject and enters into this Lease upon the basis of its review Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and determination 1942 of the applicability Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as otherwise provided herein: (i) to install, use, maintain, repair, replace and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as relocate for service to the condition (financial or otherwise), value or quality Premises and/or other parts of the productsProject pipes, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Dateducts, subject to all applicable zoningconduits, municipalwires, county and state laws, ordinances and regulations governing and regulating the use of the Premisesappurtenant fixtures, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furnituremechanical systems, equipment, machinery and all other personal property, excepting any computers, that are wherever located on or in the Premises as or the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the Effective Date 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 federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall remain on attempt to perform any such work with the Premises least inconvenience to Tenant as and when Lessee evacuates the Premises on the Termination Date possible, but in no event shall Tenant be permitted to withhold or any extension thereofreduce Basic Rental or other charges due hereunder as a result of same, or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations.

Condition of Premises. Lessor The Premises is delivered to LESSEE “as is.” XXXXXX accepts the Premises as being in good order, condition and repair, unless otherwise specified herein, and agrees, on the last day of the Term or the earlier termination of this Agreement, to surrender to LESSOR the Premises, with any appurtenances or improvements therein, in the same condition as when received, reasonable use and wear thereof and damage by acts of nature, excepted. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon XXXXXX's specific use of the Premises, LESSOR makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with whether or not the Premises and has had adequate opportunity to investigate and inspect comply with ADA or comparable laws. In the condition event that XXXXXX's use of the Premises, and enters into this Lease upon the basis of its own review, and is leasing Premises requires modifications or additions to the Premises in their “AS ISorder to be ADA-compliant, WHERE IS” CONDITION XXXXXX agrees to make any such necessary modifications and/or additions at XXXXXX's sole expense. XXXXXX AND XXXXXX HAVE CAREFULLY READ AND REVIEWED THIS AGREEMENT AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS AGREEMENT SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS AGREEMENT IS EXECUTED, THE TERMS OF THIS AGREEMENT ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH RESPECT TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSEPREMISES. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee XXXXXX further acknowledges that the Premises have not undergone inspection by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject premises and agrees that it has had an opportunity to review and to discuss determine whether the subject premises comply with various agents and/or representatives of Lessor the environmental condition all of the Premisesapplicable construction-related accessibility standards under state law. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination Although state law does not require a CASp inspection of the applicability 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 requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and effect manner of such laws the CASp inspection, the payment of the fee for the CASp inspection, and regulationsthe cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. Lessee acknowledges The parties hereby agree that Lessor expressly disclaims any representations or warranties LESSEE shall be responsible for the payment of any kind or naturefee for a CASp inspection, express or implied, as and shall be responsible for the cost of any repairs found necessary to the condition (financial or otherwise), value or quality correct violations of the products, assets or properties of accessibility standards within the Premises. Lessee hereby accepts the Premises in their condition existing as of the Effective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee hereby agrees that all furniture, equipment, machinery and all other personal property, excepting any computers, that are located on or in the Premises as of the Effective Date shall remain on the Premises as and when Lessee evacuates the Premises on the Termination Date or any extension thereof.