Common use of Condition of Premises Clause in Contracts

Condition of Premises. 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 with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges and agrees that the Premises are and 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 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 does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purposes whatsoever. Tenant acknowledges and agrees that the Premises are to be leased to Tenant in their existing condition, i.e., "as-is", as of the Commencement Date and at all times thereafter. Tenant acknowledges that Tenant shall be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable governmental requirements, including, without limitation, all governmental charges and fees, if any, which may be due or payable to applicable authorities. By leasing the Premises, Tenant warrants and represents to Landlord that Tenant has examined and approved all things concerning the Premises which Tenant deems material to Tenant's leasing and use of the Premises. Tenant further acknowledges and agrees that, except as otherwise expressly set forth in this Lease, : (a) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premiseswarranty, the Building express or the Project or their conditionimplied, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in concerning the Premises or Building which could reasonably be expected by Landlord have induced Tenant to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, execute this warranty shall not apply to defects caused by Tenant); (ii) Lease except as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth contained in the this Lease; and (iiib) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing other representations and warranties at are expressly disclaimed by Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges thatExcept to the extent that Landlord is obligated to construct improvements in the Premises, except as otherwise expressly set forth in provided on a Rider 101 attached to this Lease, neither and except for Landlord’s agreement to complete or correct “punch list items,” as described in the second paragraph of this Section 4.01, the Premises are delivered to Tenant and are being leased “AS IS” and “WITH ALL FAULTS,” and Landlord nor any agent of Landlord has made any makes no representation or warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability, fitness or suitability for particular purpose of the Premises, or that the Building or the Project or their condition, or with respect improvements to the suitability thereof for the conduct of Tenant's businessPremises have been constructed in a good and workmanlike manner). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS IN THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. The taking of possession of the Premises by Tenant shall conclusively establish establishes that the Project, the Premises, the Tenant Improvements therein, Premises and the Building and the Common Areas were at such that time complete in satisfactory order and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date except for (i) all plumbingminor matters of structural, mechanical, electrical, HVAC and mechanical systems finish adjustment in the Premises shall be (commonly referred to as “punch list items”) specified in good working order (with the exception of failures to such systems caused reasonable detail on a list delivered by Tenant and the repairs needed to the HVAC Landlord warrants that: within fifteen (i15) as of days after the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building on which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner Tenant takes possession of the Premises and has the right (ii) defects not discoverable on inspection and authority to lease the Premises to about which Tenant on the terms and conditions set forth in the Lease; and notifies Landlord within one (iii1) as year after taking possession of the Commencement Date, Premises. Landlord neither makes nor offers any other construction warranties of any kind or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancenature whatsoever.

Condition of Premises. Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. Tenant has accepted possession of the Premises in an “AS-IS” condition without any representation or warranty of Landlord. By the execution of this Lease, Tenant acknowledges thatthat it has completed any and all due diligence that it deems necessary in order to enter into this Lease. Tenant acknowledges that it has had the advice of such independent professional consultants and experts as it deems necessary in connection with its investigation and study of the Premises, and has, to the extent it deemed necessary, independently investigated the condition of the Premises, including the soils, hydrology and seismology thereof, and the Laws relating to the construction and operation of the Improvements, including environmental, zoning and other land use entitlement requirements and procedures, height restrictions, floor area coverage limitations and similar matters, and has not relied upon any statement, representation or warranty of Landlord of any kind or nature in connection with its decision to execute and deliver the Lease and its agreement to perform the obligations of Tenant hereunder except as otherwise expressly set forth in this Lease. Landlord makes no warranty as to the suitability of the Premises for Tenant’s proposed development, neither construction or use, as permitted by this Lease. Landlord nor makes no covenants or warranties respecting the condition of the soil, subsoil or any agent other condition of the Premises. Tenant acknowledges that the soil on the Premises may or may not be suitable for the purposes intended by Tenant or be of such character and condition so as to require special engineering for construction of the Improvements. Landlord shall not be responsible for any land subsidence, slippage, soil instability or damage resulting therefrom. Landlord shall not be required or obligated to make any changes, alterations, additions, improvements or repairs in, on, under or about the Premises. In addition, Landlord has made any no representation or warranty that it will develop any of its other property, whether or not adjoining the Premises, for any specific use. With respect to the foregoing, and by initialing below, Tenant expressly waives the provisions of California Civil Code Section 1542, which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” It is expressly understood and agreed, however, that Tenant is not releasing, nor waiving any of the provisions of California Civil Code Section 1542 with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession any of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part matters as to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date which Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howevermade specific representations, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth warranties and/or covenants in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.’s initials:

Condition of Premises. ‌ Tenant hereby acknowledges thatthat this Lease is entered into by Landlord pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, except as otherwise expressly set forth in and that authorization allows but does not mandate lease of highway airspace for temporary shelter/feeding program use. The use of the Premises for a temporary shelter must be consistent with the Governor’s signing document enacting similar Streets and Highways Code sections and only be for temporary shelter use and not permanent housing. Such temporary use does not create a right of occupancy (Exhibit “B”). Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. Xxxxxxxx has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and is entering into this Lease solely upon reliance of its own inspection and not on the basis of any promises or obligations of Landlord other than those set forth herein. Tenant hereby accepts the Premises in their “AS-IS” condition, with all faults, both known and unknown, which would have been discovered in the course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, municipal, county, state and federal laws, ordinances and regulations, governing and regulating the use of the Premises, and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, condition of the Building Premises or the Project or their condition, or with respect to the suitability thereof for the conduct specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord specifically does not warrant fitness of Tenant's businessthe Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. The Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall conclusively establish constitute acknowledgement that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be are in good working order (with the exception of failures to such systems caused by Tenant condition, and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant Xxxxxx agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as is" conditiondefined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant upon the Premises. Notwithstanding Tenant’s investigation sets a base line condition as documented in Exhibit “C” and shall be used to determine if improvements are required to make the foregoing, Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “F”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant hereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Xxxxxx accepts all risks associated therewith. Tenant acknowledges that certain repairs (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of 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 and that upon discovery of hazardous materials, Tenant shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “C”; (4) by signing this Lease Tenant represents to Landlord that, except for ADL and as otherwise may be stated in 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; (5) the hazardous substances, other those listed in Exhibit “C”, which are needed due introduced to vandalismthe Premises, or exposed or disturbed, during Tenant’s period of use and possession as tenant of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “C”, which are found on the Premises during Tenant’s use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Xxxxxx agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises lie in close proximity to a State Highway presenting an increased risk of exposure for clients of a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, including the possible exposure to ADL. Tenant further expressly acknowledges and understands that the operation of the State Highway will continue at all times during the anticipated term of this Lease, and that Tenant will be responsible for normal highway traffic, highway operations, and the repair foreseeable misuse of same, subject a State Highway by motorists and members of the traveling public may present unique risks to reimbursement by Landlord from the Construction Allowanceclients of a temporary emergency shelter/feeding program operating on the Premises.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and Equipment (as defined in Section 4.2.4 below) serving the Building shall be in good working order and condition, the Premises will be broom-clean condition, free and clear of all occupants and personal property, and the Building and Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of the Effective Date, the Property is zoned to permit laboratory, office, life science, research and development uses as of right. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition condition, subject to Landlord’s representations, warranties and repair and obligations expressly set forth in the Lease and, except as provided herein, without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of Tenant shall surrender the Premises by to Landlord, broom clean and in good condition and repair, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part deliver all keys to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority Building to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as Landlord. Upon Tenant’s vacation of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing so under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may (at Landlord’s election, made at the time such Alterations were installed) require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are needed due to vandalismnot limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises. If Tenant fails to remove any items that Tenant will be responsible has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the repair proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of samesuch Alterations or personal property. Tenant shall be liable to Landlord for Landlord’s costs of removing, subject to reimbursement by Landlord from the Construction Allowancestoring and disposing of such items.

Condition of Premises. Subject to the completion of the Tenant acknowledges thatImprovements described in the Work Letter attached as Exhibit C to this Lease, except Tenant agrees to accept possession of the Premises and agrees that the Premises is suitable for the Permitted Use and satisfactory to Tenant in all respects, subject to (i) any “punch list” items identified to Landlord pursuant to the Work Letter, if any, and (ii) Tenant’s right to give Landlord written notice of any latent defects within six (6) months following the Commencement Date. Other than as otherwise may be expressly set forth provided in this Lease, neither Landlord nor any agent of Landlord has made any representation no representations or warranty warranties to Tenant regarding the physical condition of the Premises and hereby expressly disclaims all representations and warranties, express, implied or statutory, with respect to the Premises, the Building or the Project or their condition, or Premises and any and all leasehold improvements and fixtures contained therein; provided that Landlord agrees to transfer to Tenant any warranties received by Landlord with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises Tenant Improvements or any equipment to be maintained by Tenant shall conclusively establish that the Projectpursuant to this Lease. Tenant further acknowledges and agrees that, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete except for Landlord’s obligations as provided in said Work Letter and in goodTHIS Section 2.2 and Section 8.1 hereof, sanitary and satisfactory condition and repair and without Landlord has no obligation to install or construct any obligation on Landlord's part leasehold improvements or to make any alterations, upgrades alterations or improvements thereto. Notwithstanding anything modifications to the contrary in Section 11.1 or Premises as a condition of Tenant’s execution of this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC Lease. It is further understood and mechanical systems in the Premises agreed that Landlord shall be in good working order (with the exception of failures obligated to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease deliver the Premises to Tenant on the terms Commencement Date in compliance with all federal, state and conditions set forth in the Lease; local laws, ordinances, rules and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceregulations.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of Landlord has made any representation or warranty with respect repair as at the commencement of the Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall deliver all keys to the Premises, and the Building or the Project or their condition, or with respect to the suitability thereof for the conduct building of Tenant's business. The taking of possession of which the Premises by Tenant shall conclusively establish that the Projectare a part, the Premisesto Landlord, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as Upon Tenant’s vacation of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are needed due to vandalismnot limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises. If Tenant fails to remove any items that Tenant will be responsible has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the repair proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of samesuch Alterations or personal property. Tenant shall be liable to Landlord for Landlord’s costs of removing, subject to reimbursement by Landlord from the Construction Allowancestoring and disposing of such items.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of this Lease), in their condition existing as of such date without regard to any of the Tenant Improvements, alterations or other improvements existing in the Premises as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Premises or Tenant’s use of the Premises, and based solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Lease Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date: provided, however, in the event that, during the first twelve (12) months of the Lease Term, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant’s use of the Premises, (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The Subject to Landlord’s delivery obligations hereunder, the taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Landlord shall on the Commencement Date deliver the Premises with Landlord's Work completed and the Building structure and systems in good operating condition. The possession of the Premises or any portion thereof by Tenant shall be deemed a delivery of the Premises to Tenant and, shall constitute conclusive evidence of Tenant's acceptance of the Premises in its "AS-IS" condition, except for Landlord's Work and any punch list items. Not later than ten (10) days after the Commencement Date Landlord and Tenant shall perform a joint inspection of the Premises for the purpose of developing a comprehensive list of punchlist items with respect to Landlord's Work that require completion or repair. Landlord shall cause all punchlist items to be completed or repaired, as applicable, as soon as reasonably possible following the Commencement Date. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor Agent, nor any agent representative of Landlord Landlord, has made any representation or warranty with respect as to the Premisescondition of the foregoing or the suitability of the foregoing for Tenant's intended use, except as expressly stated in the Lease. Tenant represents and warrants that Tenant has made its own inspection of the foregoing. Neither Landlord nor Agent shall be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) as set forth in Sections 5.1, 13.2 and 18 and (b) Landlord's Work. Landlord warrants that, to Landlord's knowledge, on the Commencement Date, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in goodwill comply with all applicable Laws, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to including the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (Americans with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceDisabilities Act.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that in the event that, in the first twelve (12) months of the Lease Term only, a repair is required for the Base, Shell and Core or the Premises (which is Tenant’s responsibility pursuant to Section 7.1 of the Lease), and if any such repair is covered by a warranty held by Landlord, then Landlord shall use commercially reasonable efforts to cause the repair of such repair items. Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The Subject to Landlord’s delivery obligations hereunder, the taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in For purposes of Section 11.1 or this Section 11.2, as 1938(a) of the Commencement Date (i) all plumbingCalifornia Civil Code, electricalLandlord hereby discloses to Tenant, HVAC and mechanical systems in Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: 2 GENESIS 1900 ALAMEDA [BigHat Biosciences, Inc.] “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall be in good working order (with mutually agree on the exception arrangements for the time and manner of failures to such systems caused by Tenant the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs needed necessary to correct violations of construction-related accessibility standards within the HVAC Landlord warrants thatpremises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects such CASp inspection, (3) in the Premises or Building which could reasonably be expected a professional manner by a CASp designated by Landlord to unreasonably interfere with Tenant's use and enjoyment of without any testing that would damage the Premises (howeverPremises, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofBuilding or Project in any way, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii4) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from at Tenant, correct any violation of the foregoing warranties at Landlord's ’s sole cost and expense. Subject , including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to the foregoing warrantiesLandlord within three (3) business days after Tenant’s receipt thereof; (D) Tenant, by entry upon the Premisesat its sole cost and expense, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection ordered by Tenant; and (E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of samesuch improvements, subject to reimbursement by Landlord alterations, modifications and/or repairs within ten (10) business days after Tenant’s receipt of an invoice therefor from the Construction AllowanceLandlord.

Condition of Premises. Landlord shall deliver possession of the Premises to Tenant, and Tenant acknowledges thatshall accept the same, except in its “AS IS” condition, subject to all recorded matters and governmental regulations, and without any warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Premises or any Building system are suitable for Tenant’s use. Tenant agrees that Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Premises or any part thereof or to repair, bring into compliance with applicable laws, or improve any condition existing in the Premises as otherwise expressly set forth in this Lease, of the Commencement Date or a condition to Tenant’s acceptance of the Premises. Tenant agrees that neither Landlord nor any agent of Landlord Landlord’s employees or agents has made any representation or warranty with respect as to the Premises, present or future suitability of the Building or the Project or their condition, or with respect to the suitability thereof Premises for the conduct of Tenant's business’s business therein. The taking of possession of Any improvements or personal property located in the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and are delivered without any obligation on representation or warranty from Landlord's part to make , either express or implied, of any alterationskind, upgrades including merchantability or improvements theretosuitability for a particular purpose. Notwithstanding anything the foregoing to the contrary in Section 11.1 or this Section 11.2contrary, as of Landlord shall deliver the Commencement Date (i) all plumbingPremises to Tenant with the heating, ventilation and air-conditioning unit(s), electrical, HVAC life-safety and mechanical systems in plumbing serving the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) condition as of the date hereof and as of the Commencement Date that Landlord has no actual knowledge of any material defects in delivers the Premises or Building which could reasonably be expected by to Tenant. Tenant shall notify Landlord to unreasonably interfere with Tenant's use and enjoyment in writing within one month after the delivery of the Premises to Tenant if any of the foregoing are not in good condition, which notice shall specify in detail why Tenant believes such item(s) are not in good working condition. Tenant’s failure to so notify Landlord in writing within the foregoing one month period shall be deemed to be that the foregoing items (however, this warranty shall not apply to defects caused by Tenant); (iior the items for which no notice was provided) serving the Premises were in good working condition as of the date hereofrequired hereunder. Tenant, Landlord is the fee owner pursuant to a separate agreement, has agreed to acquire separate items of furniture from a prior subtenant of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Premises. Landlord shall complete its currently planned improvements have no responsibility or liability with respect to such furniture. Tenant agrees that it shall be solely responsible for any sales tax with respect to the exterior transfer of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancesuch furniture.

Condition of Premises. Tenant acknowledges thatthat Tenant has been occupying the Premises pursuant to the Sublease, except and accordingly Tenant continues to accept the Premises in its presently existing, "as otherwise expressly set forth is" condition during the "Lease Term" (as defined in this Section 4 below). Notwithstanding any contrary provision of the Sublease (or Master Lease, neither as applicable), Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement work or warranty with respect services related to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession improvement of the Premises under this Lease. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Property, Building and Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows; "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of the foregoing, Landlord and Tenant hereby agree as follows; (a) any CASp inspection requested by Tenant shall conclusively establish that the Projectbe conducted, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premisesa CASp approved in advance by Landlord; and (b) Tenant, Tenant agrees to accept at its cost, is responsible for making any repairs within the Premises to correct violations of construction-related accessibility standards; and, if anything done by or for Tenant in their "as is" condition. Notwithstanding its use or occupancy of the foregoing, Tenant acknowledges that certain Premises shall require repairs to the Premises are needed due Building (outside the Premises) to vandalismcorrect violations of construction-related accessibility standards, then Tenant shall, at Landlord's option, either perform such repairs at Tenant's sole cost and that Tenant will be responsible expense or reimburse Landlord upon demand, as Additional Rent, for the repair cost to Landlord of same, subject to reimbursement by Landlord from the Construction Allowanceperforming such repairs.

Condition of Premises. 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 with respect to Xxxxxx accepts the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Leased Premises in their "as is" condition, and Xxxxxx agrees to maintain the Leased Premises, including all improvements therein, in good condition and state of repair throughout the Term and any extension thereof in accordance with Article 10 above. Notwithstanding the foregoing, Tenant acknowledges that certain Tenant and its predecessors have been in exclusive, continuous use and possession of the Leased Premises since the effective date of the Assignment of DocuSign Envelope ID: 2177E8AF-0B1A-4E14-A863-EEA5FCB601BD Lease Agreement referred to in Article 2. For purposes of maintenance and upkeep, the Leased Premises includes the improvements, including, without limitation the buildings, walkways, play areas, parking lots, driveways, the Exterior Play Areas and Fields on the Leased Premises, and other improvements and land located on or within the Leased Premises from time to time, but shall not include adjacent athletic fields or outside grounds or other areas not part of the Leased Premises. Xxxxxx agrees to keep the Leased Premises clean and neat in appearance at all times, and to keep grass trimmed, trees treated, and shrubbery pruned as necessary to maintain them in good condition and appearance. Tenant agrees to make repairs and replacements as necessary for the safe use of the Leased Premises, protection of the Leased Premises from damage or deterioration, including changes necessary to comply with state, federal or local laws, including, but not limited to changes, if required, to comply with the ADA, however, per Article 10 above, if such maintenance and repair is due to the Premises are needed due to vandalismCounty’s use of the Leased Premises, the County shall reimburse the Tenant for all costs and that expenses incurred by the Tenant will be responsible for the in connection with such maintenance and repair of same, subject to reimbursement by Landlord from the Construction Allowance.within thirty

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of Landlord has made any representation or warranty with respect to repair as at the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession commencement of the Premises by Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part deliver all keys to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority Project to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as Landlord. Upon Tenant’s vacation of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are needed due to vandalismnot limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises. If Tenant fails to remove any items that Tenant will be responsible has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the repair proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Landlord’s retention or disposition of samesuch Alterations or personal property. Tenant shall be liable to Landlord for Landlord’s costs of removing, subject to reimbursement by Landlord from the Construction Allowancestoring and disposing of such items.

Condition of Premises. ‌ Tenant hereby acknowledges thatthat this Lease is entered into by Landlord pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, except as otherwise expressly set forth in and that authorization allows but does not mandate lease of Landlord’s real property for temporary emergency shelter or feeding program use. Such temporary use does not create a right of occupancy. Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. Xxxxxxxx has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and is entering into this Lease solely upon reliance of its own inspection and not on the basis of any promises or obligations of Landlord other than those set forth herein. Tenant hereby accepts the Premises in their “AS-IS” condition, with all faults, both known and unknown, which would have been discovered in the course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, municipal, county, state and federal laws, ordinances and regulations, governing and regulating the use of the Premises, and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, condition of the Building Premises or the Project or their condition, or with respect to the suitability thereof for the conduct specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord specifically does not warrant fitness of Tenant's businessthe Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. The Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall conclusively establish constitute acknowledgement that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be are in good working order (with the exception of failures to such systems caused by Tenant condition, and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant Xxxxxx agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as is" conditiondefined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant upon the Premises. Notwithstanding Tenant’s investigation sets a base line condition as documented in Exhibit “B” and shall be used to determine if improvements are required to make the foregoing, Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “E”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant hereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Xxxxxx accepts all risks associated therewith. Tenant acknowledges that certain repairs (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises are needed due for a reasonable time and upon reasonable terms and conditions for purposes of providing to vandalismTenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials and that upon discovery of hazardous materials, Tenant will shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “B”; (4) by signing this Lease Tenant represents to Landlord that, except for ADL and as otherwise may be stated in Exhibit “B” 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; (5) the hazardous substances other than those listed in Exhibit “B” which are introduced to the Premises, or exposed or disturbed, during Xxxxxx’s period of use and possession as tenant of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “B”, which are found on the Premises during Tenant’s use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Xxxxxx agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the repair Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises may lie in close proximity to a State Highway presenting an increased risk of sameexposure for clients of a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, subject including the possible exposure to reimbursement by Landlord from the Construction AllowanceADL.

Condition of Premises. Landlord shall deliver Premises to Tenant acknowledges thatclean and free of debris at the start of Lease Term and Landlord further warrants to Tenant that the plumbing, except lighting, air conditioning, and heating systems, in Premises shall be in good operating condition at the start of Lease Term. If this warranty has been violated, then Landlord shall, after receipt of written notice from Tenant setting forth with specificity the nature of the violation, promptly, at Landlord's sole cost, rectify such violation. Tenant's failure to give such written notice to Landlord within thirty (30) days after the start of Lease Term shall cause the conclusive presumption that Landlord has complied with all of Landlord's obligations hereunder. Except as otherwise expressly set forth provided in this Lease, Tenant hereby accepts Premises in the condition existing as of the start of Lease Term or the date that Tenant takes possession of Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the Premises, the Building present or the Project or their condition, or with respect to the future suitability thereof of Premises for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean condition and free of debris, with the existing Building-standard plumbing, lighting, and HVAC systems (collectively, the “Operating Systems”) in good operating condition. If a non-compliance with such warranty exists as of the Commencement Date, or if one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the intentional acts, willful neglect or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be sixty (60) days after delivery of the Premises to Tenant, including any Early Occupancy under Section 4.4 below. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense. Tenant acknowledges that, except as otherwise expressly set forth in this LeaseLease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project Property or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The taking , and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, and (ii) the acceptance of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and without any obligation on Landlord's ’s part to make any further alterations, upgrades or improvements thereto. Notwithstanding anything , subject only to the contrary in Section 11.1 or this Section 11.2, as completion of the Commencement Date (i) all plumbing, electrical, HVAC minor punch-list items that do not materially and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably adversely interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply ’s access to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of or ability to conduct business on the Premises and has as identified by the right and authority parties to lease the Premises to Tenant on the terms and conditions set forth be corrected by Landlord, if any, as provided in the Lease; and (iii) as Work Letter. The warranties made by Landlord in this Section 4.3 shall be of no force or effect if immediately prior to the Commencement Date, Tenant was the owner or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior occupant of the BuildingPremises. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the PremisesIn such event, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will shall be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceany necessary corrective work.

Condition of Premises. AS-IS". Subject to the performance by Landlord of its obligations to perform (or cause to be performed) the Tenant acknowledges thatImprovements and, except as otherwise expressly set forth in this Leaseprovided to the contrary, as Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant's purposes. Except as expressly provided herein to the contrary, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, Premises or the Building or the Project or their condition, or with respect to the suitability thereof 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 Building in its decision to enter into this Lease and let the Premises in an "as is" condition. The taking commencement of possession of business in the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, Premises and the Building and the Common Areas (or such portion thereof occupied by Tenant) were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs Landlord hereby assigns to Tenant, on a non-exclusive basis, to the Premises are needed due extent assignable, all warranties and guaranties relating to vandalismthe construction of the Building, and Landlord shall use commercially reasonable efforts to assist Tenant, at no cost or expense to Landlord, with Tenant's enforcement of any warranties or guaranties that Tenant will be responsible for the repair of same, subject have been assigned to reimbursement by Tenant. Landlord shall use its commercially reasonable efforts to obtain at least a one year warranty from the Construction Allowancegeneral contractor constructing the Tenant Improvements.

Condition of Premises. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant acknowledges that, except that as otherwise expressly set forth in of the date of this Lease, Amended Lease neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or nor the Project or their conditionProperty have undergone inspection by a Certified Access Specialist. Further, or with respect pursuant to the suitability thereof for the conduct of Tenant's business. The taking of possession Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: "A Certified Access Specialist (CASp) can inspect the Premises by Tenant shall conclusively establish that and determine whether the Project, Premises comply with all of the applicable construction-related accessibility standards under state law. Although California state law does not require a CASp inspection of the Premises, the Tenant Improvements thereincommercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the 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 manner of any such CASp inspection, the Building payment of the fees for the CASp inspection, and the Common Areas were at such time complete cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises." Therefore and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems contained in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofAmended Lease, Landlord is the fee owner of and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and has determine whether the right Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and authority reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such scheduled inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to lease correct violations of construction- related accessibility standards within the Premises identified by any such CASp inspection, any and all such alterations and repairs within the Premises to be performed by Tenant on the terms and conditions set forth in the accordance with Article 13 of this Lease; and (iii) as of the Commencement Date, . Unless any repair or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements alterations relate solely to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs other alterations to the Premises are needed due which Tenant is obligated to, or elects to, remove upon the expiration or earlier termination of the Fifth Amendment Extended Term (in which case Tenant shall simultaneously also remove any CASp identified alterations and repairs), Tenant shall have no obligation to vandalism, and that Tenant will remove any repairs or alterations made pursuant to a CASp inspection under this Section 10. In no event shall the foregoing alter or limit Landlord's obligations with respect to any compliance work as may be responsible for the repair of same, subject required to reimbursement be performed by Landlord from under Section 8.1 of the Construction AllowanceOriginal Lease or Section 10 of the Second Amendment, including any ADA compliance work.

Condition of Premises. Landlord represents and warrants that it shall deliver the Premises to Tenant in broom-clean condition and free of debris, with all existing Building fire and life safety, plumbing, electrical and HVAC systems (collectively, “Operating Systems”) in good operating condition and repair, and free of latent and structural defects and with the roof and windows free from leaks. If any of such Operating Systems fail during the applicable warranty period specified below or if the roof leaks during the applicable warranty period specified below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such failure, repair same at Landlord’s expense (and without inclusion as a Operating Expense); provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the negligent acts or omissions of Tenant and/or any of Tenant’s Parties, or otherwise caused by Tenant or any of Tenant’s Parties, or any misuse of any Operating System or alteration performed by Tenant or any Tenant Party. The warranty period for the Operating Systems shall be thirty (30) days after delivery of the Premises to Tenant, and the warranty period for the roof shall expire as of December 31, 2010. If Tenant does not give Landlord the required notice within said warranty period, correction of any such failure shall be the responsibility of Tenant as required in this Lease. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, Lease and the Work Letter neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project Property or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The taking of possession of the Premises by , and Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" conditionits then as-is condition on delivery by Landlord. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will Landlord shall not be responsible for the repair construction of sameany of Tenant’s Initial Alterations, subject to reimbursement which shall be constructed by Landlord from the Construction AllowanceTenant in accordance with Exhibit H attached hereto.

Condition of Premises. Tenant Licensor warrants as follows: Licensor shall (a) meet the highest professional standard of diligence, care, timeliness, trust and skill exercised by experienced members of Licensor’s profession with expertise in performing services similar to those to be provided hereunder; and (b) exercise such professional standard by appropriate actions or inaction during the term; (vi) Licensor shall exert commercially reasonable efforts to use efficiently the resources necessary to perform its obligations hereunder consistent with Company’s interest; (vii) Licensor shall obtain all authorizations, permits certificates and licenses that are required for Licensor’s performance under this Agreement; and (viii) all warranties provided hereunder will inure to the benefit of Licensee and Licensee’s successors and assigns. Licensee acknowledges that; (a) Licensee has made such investigations as it deems necessary with reference to such matters and assumes all responsibility therefore as the same relate to its use of the Premises and Services, except (b) neither Licensor, Licensor’s agents, nor any broker has made any oral or written representations or warranties with respect to said matters other than as otherwise expressly set forth in this LeaseAgreement or any Order, neither Landlord nor and (c) other than as set forth in this Agreement or any agent of Landlord has made Order, Licensor is under no obligation to perform any representation work or warranty with respect provide any materials to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in prepare the Premises or the Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth defined in the Lease; and (iiiapplicable Order) as of the Commencement Datefor Licensee. WITHOUT LIMITING THE FOREGOING, or as soon thereafter as is reasonably practicableLICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warrantiesEXPRESS OR IMPLIED, Landlord shallIN FACT OR BY OPERATION OF LAW, promptly following written notice thereof from TenantSTATUTORY OR OTHERWISE, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warrantiesINCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceEXCEPT THOSE EXPRESSLY STATED HEREIN.

Condition of Premises. Landlord shall ensure that the systems of the project serving the Premises are in good working order as of the Commencement Date. Tenant hereby agrees that except as provided in this Article 8 above and in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of the Tenant's business’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 and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to the Tenant Work Letter. The existing leasehold improvements in the Premises as of the date of the Lease, together with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Subject to the completion/correction of “punch list” items as provided in Section 6.4 of the Tenant Work Letter, the taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. Subject to Landlord's construction of the Tenant Improvements as provided in Exhibit "D" and any latent defects, Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", "without any representations or warranties", except for minor punch-list items, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business. The taking of possession of the Premises by , and Tenant shall conclusively establish expressly warrants and represents that the Project, the Premises, the Tenant Improvements therein, the Building has relied solely on its own investigation and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner inspection of the Premises and has the right Project in its decision to enter into this Lease and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept let the Premises in their an "as is" condition. Notwithstanding The Premises shall be initially improved as provided in, and subject to, the foregoingTenant Work Letter attached hereto as Exhibit "D" and made a part hereof. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time: (i) to install, Tenant acknowledges that certain repairs use, maintain, repair, replace and relocate for service to the Premises are needed due to vandalismand/or other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures, and that Tenant will be responsible mechanical systems, wherever located in the Premises or the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the repair 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 provide Tenant with commercially reasonable prior notice and shall perform any such work with the least inconvenience to Tenant as reasonably possible, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of same, subject to reimbursement by or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations; provided, however, in the event such interruption or interference materially and adversely interferes with the operation of Tenant's business in the Premises for more than five (5) consecutive business days, then the Basic Rental shall be equitably abated from and after such fifth (5th) business day during the Construction Allowancecontinuance of such interruption or interference.

Condition of Premises. Subject to the provisions of Section 1M above, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as EXHIBIT D and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. Subject to Landlord's construction of the Tenant Improvements as provided in Exhibit "D" and any latent defects, Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", "without any representations or warranties", except for minor punch-list items, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business. The taking of possession of the Premises by , and Tenant shall conclusively establish expressly warrants and represents that the Project, the Premises, the Tenant Improvements therein, the Building has relied solely on its own investigation and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner inspection of the Premises and has the right Project in its decision to enter into this Lease and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept let the Premises in their an "as is" condition. Notwithstanding The Premises shall be initially improved as provided in, and subject to, the foregoingTenant Work Letter attached hereto as Exhibit "D" and made a part hereof. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time: (i) to install, Tenant acknowledges that certain repairs use, maintain, repair, replace and relocate for service to the Premises are needed due to vandalismand/or other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures, and that Tenant will be responsible mechanical systems, wherever located in the Premises or the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the above activities for the repair 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 provide Tenant with commercially reasonable prior notice and shall perform any such work with the least inconvenience to Tenant as reasonably possible, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of same, subject to reimbursement by or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations; provided, however, in the event such interruption or interference materially and adversely interferes with the operation of Tenant's business in the Premises for more than five (5) consecutive business days, then the Basic Rental shall be equitably abated from and after such fifth (5th) business day during the Construction Allowance.continuance of such interruption or interference. -11-

Condition of Premises. Tenant acknowledges thatBuyer understands the Property has been previously occupied and should not be expected to be in the same condition as a new property. Buyer understands that Capital is a relocation management company and has never lived on or in the Property. The property, including the contents (fixtures, appliances and personal property) being sold and purchased are not new, and are being sold “as is”, in their present condition. Neither Capital or any of its agents make representations concerning the Property, including, but not limited to, representations regarding he size of the buildings and improvements, the presence or absence of toxic or hazardous substances, or the presence or absence of any encroachments or unrecorded easements, except as otherwise expressly set forth in follows, and these exceptions shall not be considered as conclusive: Disclosures – Tests – Inspections Capital herewith provides Buyers with a copy of Seller’s Disclosure Statement completed by the most recently owners/occupant of the Property from whom Capital acquired the Property. Buyer acknowledges receipt of same by initialing below. Capital makes no representations and is held harmless as to the accuracy or the conclusiveness of this Lease, neither Landlord nor any agent of Landlord statement. Capital has made any representation no independent investigation of the Property. The following tests or warranty with respect to the Premisesinspections have been conducted in, the Building or the Project or their condition, on or with respect to the suitability thereof Property. Buyers’ initials acknowledge receipt of the documentation specified below in regard to those tests or inspections. Disclosure/Tests/Inspections Document Date Indicate if N/A Buyer’s Initials Capital Seler’s Disclosure Statement Local Seler’s Disclosure Statement Lead paint (if home building prior to 1978) General home inspection Radon Termite/pest Wel Water Quality Septic Pool Underground storage tank The above documents are being given to buyer for information purposes only. They represent the opinions of the individuals or firms who prepared them. Capital makes no representations as to the accuracy or conclusiveness of the information given and makes no agreement to undertake or perform any action recommended in any of the reports. Unless specifically notes under “Disclosures – Tests – Inspections”, Capital Relocation Services (Capital) has no knowledge concerning the presence of radon gas, asbestos or other toxic or hazardous substances in the Property. However, Buyer shall not interpret Capital’s lack of knowledge as a representation that the Property is free of radon gas, asbestos or other toxic or hazardous substances. This agreement is subject to the right of the Buyer to obtain at his owner expense, inspection(s) of the premises by consultant(s) of his own choosing, granting to the Buyer such right of inspection(s) on or before an expiration date hereinafter set forth. The Buyer and his consultant(s) shall have the right of access to the premises at reasonable times and in the presence of Capital or its authorized representation upon twenty-four hour advance notice, for the conduct purpose of Tenant's businessinspecting the condition of said premises. If Buyer is not satisfied with the results of such inspection(s), this Agreement may be terminated without legal or equitable recourse to either party, by the Buyer at this election, the parties thereby releasing each other from all liability under this Agreement, and the deposit shall be returned to the Buyer provided, however, that Buyer shall have notified Capital in writing together with a copy of the written report(s) stating the results of the inspection(s) on or before the expiration date specified of his intentions to so terminate. If such written notice and report(s) are not received on or before the expiration date specified, Buyer shall be bound to perform his obligations under this Agreement. The taking of possession expiration date for Buyer’s inspection(s) and written notification to Capital is _. Buyer acknowledges that he has not been influenced to enter into this transaction nor has been relied upon any warranties or representations not set form or incorporated in the Agreement or previously made in writing, except for the following additional warranties and representations, if any, made by either Capital or the Broker(s) (if none, state “none”), if any listed, indicate by whom the warranty or representation was made): ___________________________________________________________________________________ ___________________________________________________________________________________ ________________ In accepting this Property in its present condition, Buyer releases and holds Capital harmless from liability as to the condition of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, Property as of the Commencement Date (i) all plumbing, electrical, HVAC closing. Buyer agrees to again inspect the Property not later than five days prior to the scheduled closing and mechanical systems must notify Capital immediately if Property is not in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) same condition as of the date hereof and as of the Commencement Date Landlord agreement. Any request for repairs of damages which occurred between the contract date and closing must be submitted in writing to Capital’s agent not later than five days between scheduled closing. In lieu of making such repairs, or partial repairs, Capital reserves the right to cancel this Agreement, and, upon return of the xxxxxxx money, neither party shall have any further liability to the other. If the Buyer has no actual knowledge not made an examination of the property, and submitted a report of any material defects objections, Buyer is deemed to have accepted the condition of the Property as satisfactory and Capital is deemed relieved of any and all liability after the closing of the sale. Buyer hereby releases and forever discharges Capital Relocation Services, Capital’s agents, subagents, employees, and any other officer, director or partner, or any one of them, or any other person, firm, or corporation who may be liable by or through them from any and all claims, losses or demands which may arise from any condition whether known or unknown as to said Property. Tax Proration With regard to prorations or other adjustments for real estate taxes provided for in the Premises Agreement, such prorations or Building which could reasonably adjustments will be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant made based on the terms and conditions most recent tax xxxx available for the Property. No tax escrow will be established nor will any adjustment be made after closing for any increase or decrease in the amount of real estate taxes subsequent to closing. Delayed Closing Penalty Buyer agrees to close on date set forth in the Lease; and (iii) as Agreement. In the event Buyer fails to close by said date, for any reason other than loan approval or Capital’s inability to close, Buyer shall pay to Capital Relocation Services a charge of the Commencement Date1.5% of selling price per month, prorated on a per diem basis, for every day Buyer fails to meet closing date. Survival of Closing Notwithstanding any provision of any other documents entered into with respect to this transaction, no representations warranties, agreements, or as soon thereafter as is reasonably practicablecovenants, Landlord whether written or oral or implied shall complete its currently planned improvements to survive the exterior closing of the Building. As the exclusive remedy for a breach of the foregoing this transaction except those representations, warranties, Landlord shallagreements or covenants contained in this Rider to Purchase Agreement, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expensewhich shall survive closing in its entirety. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.Buyer(s) Signature: _____________________________________________ Date: _____________ Signature: _____________________________________________ Date: _____________ Capital

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of Landlord has made any representation or warranty with respect to repair as at the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession commencement of the Premises by Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part deliver all keys to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease building of which the Premises are a part to Tenant on the terms and conditions set forth in the Lease; and (iii) as Landlord. Upon Xxxxxx's vacation of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises are needed due to vandalismcaused by such removal, and shall restore the Premises to its prior condition, all at Tenant's expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises. If Tenant fails to remove any items that Tenant will be responsible has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the repair proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Xxxxxxxx's retention or disposition of samesuch Alterations or personal property. Tenant shall be liable to Landlord for Landlord's costs of removing, subject to reimbursement by Landlord from the Construction Allowancestoring and disposing of such items.

Condition of Premises. 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 with respect to the Premises, the Building Building, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The taking Except as otherwise set forth in this Lease, Tenant accepts the Premises “as is”, Tenant having the opportunity to have made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of possession the Premises. Tenant accepts the Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Premises by and any covenants or restrictions of record. Notwithstanding anything set forth in this Section 11.1 to the contrary, Landlord shall deliver the Premises to Tenant shall conclusively establish in good order and repair, vacant and broom swept, and with all Building Systems (as defined below) serving the Premises in good operating order and repair. Landlord warrants that the Project, Building Systems serving the Premises shall be in good operating order and repair during the six (6) month period after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022, Landlord shall make such necessary repairs to the Building System at Landlord’s sole cost without the inclusion of such costs in Operating Expenses, provided that Tenant Improvements thereinhas notified Landlord of the need to repair such Building System within six (6) months after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022 Commencement Date. As used herein, the term “Building Systems” shall mean the plumbing, sewer, drainage, electrical, fire protection, life safety security systems and equipment, existing heating, ventilation and air-conditioning systems, and all other mechanical and electrical systems and equipment serving the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, Building as they exist as of the Commencement Date (iexcluding only existing clean rooms, existing labs and any Building Systems that exclusively serve the existing clean rooms and existing labs) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order any Tenant Changes (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenantdefined below); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant hereby agrees that, except as expressly provided in this Lease, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth provided in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business. The taking of possession ’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises by and the Project in its decision to enter into this Lease and let the Premises in an “as is” condition. Tenant has satisfied itself that its intended use is permitted under applicable zoning requirements and other laws, and the effectiveness of this Lease shall conclusively establish that the Project, not be contingent upon Tenant’s receipt any permits or approvals regarding Tenant’s use 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. Tenant is leasing the Premises as it will be improved by Landlord on a build to suit basis as addressed in the Tenant Improvements thereinWork Letter. Landlord reserves the right from time to time, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part but subject to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, payment by and/or reimbursement from Tenant as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants thatotherwise provided herein: (i) as to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the date hereof Project pipes, ducts, conduits, wires, appurtenant fixtures, and as of the Commencement Date Landlord has no actual knowledge of any material defects mechanical systems, wherever located in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverProject, this warranty shall not apply to defects caused by Tenant); (ii) as to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the date hereof, Landlord is above activities for the fee owner purpose of complying with a general plan for fire/life safety for the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; Project and (iii) as of to comply with any federal, state or local law, rule or order with respect thereto or the Commencement Date, or as soon thereafter as is reasonably practicable, regulation thereof not currently in effect. Landlord shall complete its currently planned improvements attempt to perform any such work with the exterior of the Building. As the exclusive remedy for least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair result of same, subject to reimbursement by make any claim for constructive eviction or otherwise make claim against Landlord from the Construction Allowancefor interruption or interference with Tenant’s business and/or operations, except as set forth in Section 20(f) below.

Condition of Premises. Tenant acknowledges thathereby agrees that the Premises shall be taken "as is", and Tenant hereby agrees and warrants that it has inspected the condition of the visible portion of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the visible portions of the Premises or the Project or the suitability of same for Tenant's purposes. The foregoing sentence notwithstanding, Landlord agrees to bear the cost for any latent structural defects in the Premises which are discovered by Tenant (and written notice is given to Landlord) during the first year of the Lease term only except as otherwise expressly to the extent set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition, subject to punch list items if applicable. Tenant hereby waives Sections 1941 and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in Civil Code of California or any successor provision of law. Landlord reserves the Premises shall be in good working order (with the exception of failures right from time to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants thattime: (i) as to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the date hereof Project pipes, ducts, conduits, wires, appurtenant fixtures, and as of the Commencement Date Landlord has no actual knowledge of any material defects mechanical systems, wherever located in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverProject, this warranty shall not apply to defects caused by Tenant); (ii) as to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the date hereof, Landlord is above activities for the fee owner purpose of complying with a general plan for fire/life safety for the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; Project or otherwise and (iii) as of to comply with any federal, state or local law, rule or order with respect thereto or the Commencement Date, or as soon thereafter as is reasonably practicable, regulation thereof not currently in effect. Landlord shall complete attempt to perform any such work with the least inconvenience to Tenant as possible (including the performance of same during after hours), but in no event shall Tenant be permitted to withhold or reduce Basic 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 or for any other reason whatsoever unless the work materially interferes with the operation of Tenant's business. Landlord agrees, at its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject , to thoroughly clean the foregoing warranties, by entry upon Premises immediately prior to Tenant's occupancy and immediately after Tenant has moved in and "set-up" the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from Landlord. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's businessbusiness (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary set forth in Section 11.1 or this Section 11.2Lease, Landlord shall, at its sole expense, cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building and/or the Premises), as of the Lease Commencement Date (i) all plumbingDate, electrical, HVAC and mechanical systems in the Premises shall to be in good working order (order, to be in good condition, and to be in compliance with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected all applicable laws. Any expenses incurred by Landlord to unreasonably interfere comply with Tenant's use and enjoyment the provisions of the Premises (however, this warranty preceding sentence shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises be included in any Operating Expenses that may be charged to Tenant on the terms and conditions set forth in the any manner under this Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth provided in this LeaseLease (including Section 12.11), neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date (subject to Landlord’s obligations to complete punch list work) and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to (i) the Tenant Improvements and (ii) Landlord’s maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Tenant shall Landlord and Tenant, conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair repair. Without limiting the foregoing, in the event of a defect in the Tenant Improvements, Landlord will endeavor to pursue any warranty rights it has, that have not been assigned to Tenant, with respect to such defect. Landlord shall warrant all mechanical, electrical and without any obligation plumbing systems newly installed as part of the Tenant Improvements (as detailed on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to Exhibit B attached hereto) serving the contrary in Section 11.1 or this Section 11.2, Premises as of the Term Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in for the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as first year of the date hereof and as Term. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent and, if Landlord receives such notice within the first year of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicableTerm, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties repair such defect as soon as practicable at Landlord's ’s sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "expense and not as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancean Operating Expense.

Condition of Premises. As of the Delivery Date, any then-existing Building plumbing, lighting, heating, ventilating, air conditioning, gas, electrical and sprinkler systems serving the Premises shall be in good working condition and repair at Landlord’s sole expense, and not from the Tenant Improvement Allowance. Except as is provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter 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 Premises. Tenant acknowledges that, except as otherwise expressly set forth provided for in this LeaseSection 5.03(b), neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the Premises, present or future suitability of the Building or the Project or their condition, or with respect to the suitability thereof Premises for the conduct of Tenant's ’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the ProjectNeither party has been induced to enter into this Lease by, the Premisesand neither party is relying on, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades representation or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions outside those expressly set forth in the this Lease; and (iii) as of the Commencement Date. Neither Landlord nor anyone acting on its behalf shall be liable for, or as soon thereafter as is reasonably practicable, Landlord nor shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will this Lease be responsible for the repair of same, subject to reimbursement by Landlord from rescission on account of, the Construction Allowancenondisclosure of any facts. Tenant expressly waives any right to rescission and /or damages based on nondisclosure of any facts.

Condition of Premises. Tenant acknowledges thatBuyer and Seller agree that Buyer is acquiring the Premises and any related personal property in their "AS IS" condition, except as otherwise expressly set forth in this LeaseWITH ALL FAULTS, neither Landlord IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Neither Seller nor any agent agents, representatives, or employees of Landlord has Seller have made any representation representations or warranty warranties, direct or indirect, oral or written, express or implied, to Buyer or any agents, representatives, or employees of Buyer with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession condition of the Premises by Tenant shall conclusively establish or personal property, their fitness for any particular purpose, or their compliance with any laws, and Buyer is not 2 aware of and does not rely upon any such representation to any other party. Buyer acknowledges that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Purchase Price might be higher if Buyer were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of acquiring the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth personal property in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant Buyer acknowledges that certain repairs it either has had or will have before the Date of Closing the opportunity to make such inspections (or have such inspections made by consultants) as it desires of the Premises and personal property and all factors relevant to their use, including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (particularly with respect to the presence or absence of hazardous substances). After its inspections are completed, Buyer shall restore the Premises 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 have relating to (i) the condition of the Premises and the personal property at any time, before or after the Date of Closing, including, without limitation, the presence of any hazardous substance, or (ii) any other matter pertaining to the Premises are needed due or the personal property. This release shall survive the Closing or the termination of this Agreement for any reason. Seller shall deliver possession to vandalism, and that Tenant will be responsible for the repair of sameBuyer, subject to reimbursement by Landlord from the Construction Allowancematters set forth in section 7(a)(1) hereof, not later than the Date of Closing, provided that all the terms and conditions of this Agreement have been complied with. Seller until the Date of Closing shall maintain, repair (subject 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, including maintaining all service contracts that are in force on the date of execution hereof; 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.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord that Tenant has made any representation or warranty with respect been occupying the Premises pursuant to the PremisesSublease, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by and accordingly Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees continues to accept the Premises in their its presently existing, "as is" condition. Notwithstanding any contrary provision of the Sublease (or Master Lease, as applicable), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project, Building and Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Landlord hereby states as follows: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of the foregoing, Landlord and Tenant acknowledges that certain hereby agree as follows: (a) any CASp inspection requested by Tenant shall be conducted, at Tenant's sole cost and expense, by a CASp designated by Landlord, subject to Landlord's reasonable rules and requirements; (b) Tenant, at its sole cost and expense, shall be responsible for making any improvements or repairs within the Premises to correct violations of construction-related accessibility standards identified by such Tenant-requested CASp inspection; and (c) if anything done by or for Tenant in its use or occupancy of the Premises shall require any improvements or repairs to the Premises are needed due Building or Project (outside the Premises) to vandalismcorrect violations of construction-related accessibility standards identified by such Tenant-requested CASp inspection, and that ./ -/// -1- XXXXXX REALTY, L.P. [ACADIA Pharmaceuticals Inc.] then Tenant will be responsible shall reimburse Landlord upon demand, as Additional Rent, for the repair cost to Landlord of same, subject to reimbursement by Landlord from the Construction Allowanceperforming such improvements or repairs.

Condition of Premises. Tenant acknowledges thatLessor and Xxxxxx acknowledge that Xxxxxx has been occupying the Existing Premises pursuant to the Lease, except and therefore Lessee continues to accept the Existing Premises in its presently existing, “as otherwise expressly is” condition (provided that the foregoing shall not affect Lessor’s ongoing maintenance, repair and restoration obligations set forth in this the Lease, as amended). Except as otherwise provided in the Tenant Work Letter attached hereto as Exhibit B, Lessor shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises. Xxxxxx also acknowledges that neither Landlord Lessor nor any agent of Landlord Xxxxxx has made any representation or warranty with respect to regarding the condition of the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof of the same for the conduct of Tenant's Xxxxxx’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Lessee shall have the right to perform improvements in the Premises pursuant to the terms of the Tenant acknowledges Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”). For purposes of Section 1938 of the California Civil Code, Lessor hereby discloses to Lessee, and Lessee hereby acknowledges, that certain the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Lessor hereby states as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or Lessee from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or Lessee, if requested by the lessee or Lessee. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of the foregoing, Lessor and Lessee hereby agree as follows: (a) any CASp inspection requested by Lessee shall be conducted, at Lessee’s sole cost and expense, by a CASp approved in advance by Lessor; and (b) Lessee, at its cost, shall be responsible for making any repairs within the Premises to correct violations of construction-related accessibility standards as disclosed by the CASp inspection; and, if anything done by or for Lessee in its use or occupancy of the Premises shall require repairs to the Premises are needed due Building (outside the Premises) to vandalismcorrect violations of construction-related accessibility standards as disclosed by the CASp inspection, then Lessee shall, at Lessor’s option, either perform such repairs at Lessee’s sole cost and that Tenant will be responsible expense or reimburse Lessor upon demand, for the repair cost to Lessor of same, subject to reimbursement by Landlord from the Construction Allowanceperforming such repairs.

Condition of Premises. ‌ Tenant hereby acknowledges thatthat this Lease is entered into by Landlord pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, except as otherwise expressly set forth in and that authorization allows but does not mandate lease of Landlord’s real property for temporary emergency shelter or feeding program use. Such temporary use does not create a right of occupancy. Further, any structure erected on the Premises by Tenant must be a temporary structure only and not permanent. Landlord has conducted no inspection of the Premises to determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and is entering into this Lease solely upon reliance of its own inspection and not on the basis of any promises or obligations of Landlord other than those set forth herein. Tenant hereby accepts the Premises in their “AS-IS” condition, with all faults, both known and unknown, which would have been discovered in the course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, municipal, county, state and federal laws, ordinances and regulations, governing and regulating the use of the Premises, and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, condition of the Building Premises or the Project or their condition, or with respect to the suitability thereof for the conduct specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant acknowledges that Landlord specifically does not warrant fitness of Tenant's businessthe Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. The Except as may be otherwise expressly provided in this Lease, the taking of possession of the Premises by Tenant shall conclusively establish constitute acknowledgement that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be are in good working order (with the exception of failures to such systems caused by Tenant condition, and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as is" conditiondefined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant upon the Premises. Notwithstanding Tenant’s investigation sets a base line condition as documented in Exhibit “B” and shall be used to determine if improvements are required to make the foregoing, Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “E”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant hereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that certain repairs (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises are needed due for a reasonable time and upon reasonable terms and conditions for purposes of providing to vandalismTenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials and that upon discovery of hazardous materials, Tenant will shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “B”; (4) by signing this Lease Tenant represents to Landlord that, except for ADL and as otherwise may be stated in Exhibit “B” 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; (5) the hazardous substances other than those listed in Exhibit “B” which are introduced to the Premises, or exposed or disturbed, during Tenant’s period of use and possession as tenant of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “B”, which are found on the Premises during Tenant’s use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Tenant agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (1) use of the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the repair Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises may lie in close proximity to a State Highway presenting an increased risk of sameexposure for clients of a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, subject including the possible exposure to reimbursement by Landlord from the Construction AllowanceADL.

Condition of Premises. Tenant Licensee acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent and agrees that Licensee is familiar with the condition of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their existing condition "as is" conditionAS IS", without any obligation of Licensor to modify, improve or alter the Premises, or to perform any other construction or work of improvement upon the Premises. Notwithstanding the foregoingPursuant to California Civil Code Section 1938, Tenant acknowledges Licensor hereby notifies Licensee that certain repairs to the Premises are needed due to vandalismhave not undergone inspection by a Certified Access Specialist. A Certified Access Specialist (CASp) can inspect the subject Premises and determine whether the subject Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaininga 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 mutuallyagree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises. Accordingly, the parties hereby agree that Tenant will be responsible for Licensee shall, at Licensee’s sole cost and expense, assume the repair full responsibility for: (a) obtaining a CASp inspection of samethe subject Premises in the event Licensee elects to obtain such an inspection, subject or if such an inspection is or becomes required in order to reimbursement by Landlord from comply with Laws; and (b) perform any such repairs necessary to correct violations of construction-related accessibility standards within the Construction AllowancePremises. Licensee shall obtain Licensor’s prior written approval asto both the time and manner of any such CASp inspection and any such repairs.

Condition of Premises. 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 with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of Lessor shall deliver the Premises by Tenant shall conclusively establish to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor warrants to Lessee that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electricallighting, HVAC heating, and mechanical systems loading doors in the Premises shall be in good working order (operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the exception nature of failures the violation, to promptly, at Lessor's sole cost, rectify such systems caused by Tenant and violation. Lessee's failure to give such written notice to Lessor within 30 days after the repairs needed Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the HVAC Landlord warrants that: (i) as date of this Lease, Lessee was an owner or occupant of the date hereof and Premises. Except as of the Commencement Date Landlord has no actual knowledge of any material defects otherwise provided in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverthis Lease, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept Lessee hereby accepts the Premises in their "condition existing as is" condition. Notwithstanding of the foregoingLease commencement date or the date that Lessee takes possession of the Premises, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of samewhichever is earlier, subject to reimbursement all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by Landlord from any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the Construction Allowancepresent or future suitability of the Premises for the conduct of Lessee's business. Lessor agrees to cooperate with Lessee, at Lessee's expense, in the processing of all required governmental permits, including any necessary conditional use permits but excluding any zone changes, for the Premises.

Condition of Premises. Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof the Premises shall be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's businessbusiness and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved by Landlord as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Buildinglaw. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.ARTICLE 9

Condition of Premises. Tenant hereby agrees that except as provided in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is” and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the suitability of the Premises or Project for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises in its decision to enter into this Lease and let the Premises. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant Tenant, unless otherwise agreed to in writing by Landlord and Tenant, shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Landlord shall deliver the Premises to Tenant in broom-clean condition and free of debris, with the existing Building-standard electrical, plumbing, and HVAC systems (collectively, the "Operating Systems") in good operating condition as of the Turnover Date (as defined in the Work Letter attached hereto as Exhibit C). If one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant's sole remedy for Landlord's breach of this warranty, Landlord shall, as Landlord's sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair or replace the same, if necessary, at Landlord's expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant's Parties. The warranty period shall be thirty (30) days after Lease Commencement of the Premises . If Tenant does not give Landlord the required notice within said warranty period, repair of the Operating Systems which exclusively service the Premises shall be the obligation of Tenant at Tenant's sole cost and expense. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project Property or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking , and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord, and (ii) the acceptance of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, completed and without any obligation on Landlord's part to make any further alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date (subject to Landlord’s obligations to complete the punch list work), and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the completion of the Base Building Improvements and the Tenant Improvements and with respect to payment of the TI Allowance and Landlord’s maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Tenant shall Landlord and Tenant, conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements theretorepair. Notwithstanding anything the foregoing, Landlord represents to Tenant that, on the contrary in Section 11.1 or this Section 11.2Term Commencement Date, as of the Commencement Date (i) all plumbingthe base building systems serving the Premises (including the HVAC, electrical, HVAC life safety and mechanical systems in the Premises plumbing systems) shall be in good working order order, and (with ii) the exception of failures Tenant Improvements shall be free from defects in materials and workmanship not inherent in {A0622646.2 } 6 the quality required or permitted (collectively, “Landlord’s Delivery Condition”). In the event that Landlord fails to satisfy Landlord’s Delivery Condition, Tenant’s sole and exclusive remedy for such systems caused by Tenant and failure shall be to deliver written notice to Landlord (a “Repair Notice”) on or before the repairs needed to the HVAC Landlord warrants that: date that is (i) as of six (6) months after the date hereof and as of the Term Commencement Date Landlord has no actual knowledge of any material defects in with respect to the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use heating, ventilating and enjoyment of air conditioning systems servicing the Premises (howeverPremises, this warranty shall not apply to defects caused by Tenant); and (ii) as sixty (60) days after the Term Commencement Date otherwise (the “Repair Notice Date”), detailing the nature of such failure. In the date hereof, event that Landlord is receives a Repair Notice on or before the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Repair Notice Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements promptly make any repairs reasonably necessary to correct the failure described in the Repair Notice (but only to the exterior extent that Landlord reasonably determines that the failure described in the Repair Notice constitutes and actual failure of the Building. As the exclusive remedy for a breach of the foregoing warrantiesLandlord’s Delivery Condition), Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's ’s sole cost and expense. Subject Any such failure of Landlord’s Delivery Condition shall not entitle Tenant to any monetary damages or delay the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceTerm Commencement Date.

Condition of Premises. Tenant hereby acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of and agrees that (a) Landlord has made any representation no representations or warranty warranties whatsoever to Tenant with respect to the Premises, the Building condition of the Premises, or the Project suitability for use by Tenant of the Premises in connection with the business operations of Tenant, and (b) Landlord has no obligation to Tenant whatsoever, pursuant to the Lease or otherwise, with respect to the obtaining or maintaining during or prior to the Extended Term of any governmental approvals, consents, licenses, permits or certificates of use or occupancy (collectively, the “Governmental Authorizations”) that shall or may be a condition of, required or necessary for, or desired by Tenant in connection with, the use or occupancy of the Premises by Tenant pursuant to the Lease and that any and all such Governmental Authorizations that shall or may be a condition of or so required, necessary or desired in connection with the use or occupancy of the Premises by Tenant pursuant to the Lease, shall be obtained and/or maintained by Tenant, at Tenant’s sole cost and expense. The obtaining of any Governmental Authorizations shall not be a condition precedent to the commencement of the Extended Term on December 1, 2018 or the effectiveness of any of the agreements, covenants or obligations of Tenant that pursuant to the terms and conditions of the Lease commence on or after such date (including as to the payment of Rent). Tenant hereby acknowledges and agrees that (i) the Premises are being leased to Tenant by Landlord in their condition“as is, where is and with all defects” condition as of the first (1st) day of the Extended Term, and (ii) Landlord shall have no obligation whatsoever, pursuant to the Lease or otherwise, to make any alterations or improvements to or with respect to the suitability thereof for the conduct of Tenant's businessPremises. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and Nothing set forth in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); clause (ii) as of the date hereofpreceding sentence shall be construed to relieve Landlord from performing, Landlord is the fee owner of or to limit Landlord’s obligation to perform, any maintenance, repairs, or replacements with respect to the Premises and has the right and authority to lease the Premises to Tenant on that in accordance with the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as Existing Lease Landlord is reasonably practicable, Landlord shall complete its currently planned improvements obligated to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceperform.

Condition of Premises. SUBJECT TO LANDLORD'S OBLIGATION TO DELIVER THE SERVICES SET FORTH IN SECTION 9, AND LANDLORD'S OBLIGATION TO ENSURE COMPLIANCE WITH THE ENVIRONMENTAL RESTRICTIONS PURSUANT TO SECTION 5.1.26, TENANT ACKNOWLEDGES THAT TENANT IS TAKING THE PREMISES IN ITS STRICTLY "AS-IS, WHERE-IS" CONDITION. LANDLORD DISCLAIMS ANY WARRANTY OF SUITABILITY OF THE PREMISES FOR USE BY TENANT. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of that Landlord has not made any representation or warranty with respect warranty, express or implied, as to the condition of the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession fitness of the Premises by Tenant shall conclusively establish that the Projectfor any particular use, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment exact floor area of the Premises (howeverwhether in rentable square feet, this warranty shall not apply usable square feet, or some other measure), or the likelihood or ability of Tenant to defects caused by Tenant); (ii) as obtain any required Authorizations. Subject to Landlord's obligation to deliver the services set forth in Section 9, and Landlord's obligation to ensure compliance with the Environmental Restrictions pursuant to Section 5.1.26, no variations of the date hereof, Landlord is the fee owner condition of the Premises and has the right and authority to lease from Tenant's expectations, nor any unfitness of the Premises for any particular use (other than general office use) nor any inability or failure of Tenant to obtain the Authorizations, shall entitle Tenant on to refuse to accept the terms and conditions Premises, or to quit, terminate, or surrender this Lease, nor relieve Tenant from the obligation to pay the Rent in full without offset or counterclaim, or from any of Tenant's other obligations under this Lease. The initial work to be performed by Tenant to prepare the Premises for Tenant's occupancy is set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.attached Exhibit F.

Condition of Premises. Except for any express representations or warranties of Landlord contained in this Lease, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that there are no items needing work or repair, latent defects of which Landlord is notified within one (1) year of the Commencement Date excepted. Tenant acknowledges that, except as otherwise expressly set forth contained in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Premises or the Project or their condition, any portions thereof or with respect to the suitability thereof of same for the conduct of Tenant's businessbusiness and Tenant further acknowledges that Landlord will have no obligation to construct or complete any additional buildings or improvements within the Premises. The taking of possession As of the Premises by Tenant Commencement Date, Landlord, at its sole cost and expense, shall conclusively establish that be responsible for causing the Project, the Premises, the Tenant Improvements therein, exterior of the Building and parking/drive areas located on the Common Areas were at such time complete and in goodLand (collectively, sanitary and satisfactory condition and repair and without any obligation on Landlord's part the "Exterior Areas") to make any alterations, upgrades or improvements thereto. Notwithstanding anything to comply with the contrary in Section 11.1 or this Section 11.2requirements of the Americans With Disabilities Act of 1990, as of same has been and may be subsequently amended, and all rules and regulations promulgated pursuant thereto (the Commencement Date (i"ADA") all plumbing, electrical, HVAC and mechanical systems which are in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) effect as of the Commencement Date, or . Except as soon thereafter as is reasonably practicableprovided herein, Landlord shall complete its currently planned improvements agrees to comply with the modifications or amendments to the exterior of ADA as to the Building. As Exterior Areas, as and when required under any amendments to the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties ADA at Landlord's sole expense; provided, however, that Tenant shall be responsible, at its sole cost and expense. Subject , for compliance with the ADA to the foregoing warrantiesextent such compliance is mandated as a result of Tenant's use, by entry upon alteration or occupancy of the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in an “As Is” condition. The existing leasehold improvements in the Premises as of the Commencement Date of this Lease, together with any improvements subsequently installed by Tenant pursuant to Article 9 of this Lease may collectively be referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives Sections 1941 and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbingCivil Code of California or any successor provision of law. Landlord reserves the right from time to time, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures but subject to such systems caused payment by and/or reimbursement from Tenant and the repairs needed to the HVAC Landlord warrants thatas otherwise provided herein: (i) as to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the date hereof Project pipes, ducts, conduits, wires, appurtenant fixtures, and as of the Commencement Date Landlord has no actual knowledge of any material defects mechanical systems, wherever located in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverProject, this warranty shall not apply to defects caused by Tenant); (ii) as to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of the date hereof, Landlord is above activities for the fee owner purpose of complying with a general plan for fire/life safety for the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; Project or otherwise and (iii) as of to comply with any federal, state or local law, rule or order with respect thereto or the Commencement Date, or as soon thereafter as is reasonably practicable, regulation thereof not currently in effect. Landlord shall complete its currently planned improvements attempt to perform any such work with the exterior least inconvenience to Tenant as possible, but in no event shall Tenant be permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of the Building. As the exclusive remedy same or otherwise make claim against Landlord for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from interruption or interference with Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance’s business and/or operations.

Condition of Premises. By occupying the Premises, Tenant shall be deemed to accept the same and acknowledge that they comply fully with Landlord's covenants and obligations hereunder, subject to completion of any items which it is Landlord's responsibility hereunder to furnish and which are listed by Landlord and Tenant upon inspection of the Premises prior to the Commencement Date. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent agent, employee or representative of Landlord has made any representation or warranty with respect to any matter, including but not limited to any matter regarding the Building or Premises, the applicable zoning or the effect of other applicable laws, or the suitability or fitness of the Building or the Project or their condition, or with respect to the suitability thereof Premises for the conduct of Tenant's businessbusiness or any other purpose. The taking Tenant is relying solely on its own investigations with respect to all such matters. During the term of possession this Lease, Tenant shall maintain the Premises in as good condition as when Tenant took possession, ordinary wear and tear and repairs which are specifically made the responsibility of Landlord hereunder excepted, and shall repair all damage or injury to the Building or to fixtures, appurtenances and equipment of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as 's installation or removal of its property or resulting from the date hereofnegligence or tortious conduct of Tenant, its employees, contractors, agents, licensees and invitees. In the event of failure by Tenant to perform its covenants of maintenance and repair hereunder, Landlord is the fee owner of the Premises may perform such maintenance and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalismrepair, and that Tenant will be responsible for the repair 107% of same, subject to reimbursement any amounts expended by Landlord from the Construction Allowancein connection therewith shall be payable by Tenant to Landlord upon demand, as additional rent hereunder.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this LeaseLease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, the Facility or the Project or their conditionthe condition thereof, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The taking , and (ii) the acceptance of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements thereinBuilding, the Building Facility and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and without any obligation on Landlord's ’s part to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items identified by the parties to be corrected by Landlord, if any, as provided in the Work Letter. Notwithstanding anything Subject to the contrary completion of Landlord’s Work and subject to Landlord’s obligations regarding payment of the Allowance and further subject to any representations and warranties of Landlord expressly set forth in Section 11.1 or this Lease, Tenant accepts possession of the Premises in its current, “as is” condition. The warranties made by Landlord in this Section 11.2, as 4.3 shall be of no force or effect if immediately prior to the Commencement Date (i) all plumbingor Early Access Period, electricalif applicable, HVAC and mechanical systems in Tenant was the Premises owner or occupant of the Premises. In such event, Tenant shall be in good working order (with responsible for any necessary corrective work. Pursuant to Section 1938 of the exception of failures to such systems caused by California Civil Code, Landlord hereby advises Tenant and the repairs needed to the HVAC Landlord warrants that: (i) that as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon Lease neither the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding Facility, the foregoing, Tenant acknowledges that certain repairs to Building nor the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement Property have undergone inspection by Landlord from the Construction Allowancea Certified Access Specialist.

Condition of Premises. Subject to the provisions of Section 1M above, Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's businessbusiness and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without condition. Tenant hereby waives any obligation on Landlord's part provisions of law which would otherwise permit Tenant to make any alterations, upgrades or improvements theretorepairs required of Landlord under this Lease. Notwithstanding anything to the contrary set forth in Section 11.1 or this Section 11.2Article 8, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverextent, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofif any, Landlord is the fee owner of that the Premises and has the right Project are not currently code-compliant with municipal, county, state and authority to lease the Premises to Tenant on the terms federal codes, statutes, standards and conditions set forth in the Lease; and (iii) regulations as of the Commencement Date, or as soon thereafter as is reasonably practicableLandlord will not charge Tenant any portion of the cost(s) incurred, if any, to make the Premises and Project compliant. Additionally, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warrantiesdeliver (or repair if required) all electrical, Landlord shallplumbing, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost HVAC systems and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept doors servicing the Premises in their "good working condition as is" condition. Notwithstanding of the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceCommencement Date.

Condition of Premises. Tenant acknowledges thatLessor and Lessee acknowledge that Lessee has been occupying the Existing Premises pursuant to the Lease, except and therefore Lessee continues to accept the Existing Premises in its presently existing, “as otherwise expressly is” condition (provided that the foregoing shall not affect Lessor’s ongoing maintenance, repair and restoration obligations set forth in this the Lease, as amended). Except as otherwise provided in the Tenant Work Letter attached hereto as Exhibit B, Lessor shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises. Lessee also acknowledges that neither Landlord Lessor nor any agent of Landlord Lessor has made any representation or warranty with respect to regarding the condition of the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof of the same for the conduct of Tenant's Lessee’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Lessee shall have the right to perform improvements in the Premises pursuant to the terms of the Tenant acknowledges Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”). For purposes of Section 1938 of the California Civil Code, Lessor hereby discloses to Lessee, and Lessee hereby acknowledges, that certain the Premises have not undergone inspection by a Certified Access Specialist (CASp). As required by Section 1938(e) of the California Civil Code, Lessor hereby states as follows: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or Lessee from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or Lessee, if requested by the lessee or Lessee. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of the foregoing, Lessor and Lessee hereby agree as follows: (a) any CASp inspection requested by Lessee shall be conducted, at Lessee’s sole cost and expense, by a CASp approved in advance by Lessor; and (b) Lessee, at its cost, shall be responsible for making any repairs within the Premises to correct violations of construction-related accessibility standards as disclosed by the CASp inspection; and, if anything done by or for Lessee in its use or occupancy of the Premises shall require repairs to the Premises are needed due Building (outside the Premises) to vandalismcorrect violations of construction-related accessibility standards as disclosed by the CASp inspection, then Lessee shall, at Lessor’s option, either perform such repairs at Lessee’s sole cost and that Tenant will be responsible expense or reimburse Lessor upon demand, for the repair cost to Lessor of same, subject to reimbursement by Landlord from the Construction Allowanceperforming such repairs.

Condition of Premises. Landlord shall ensure that the systems of the Project serving the Premises are in good working order as of the Commencement Date. Tenant hereby agrees that except as provided in this Article 8 above and in the Tenant Work Letter attached hereto as Exhibit "D" and made a part hereof, the Premises shall be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's businessbusiness and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter. The existing leasehold improvements in the Premises as of the 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." Subject to the completion/correction of "punch list" items as provided in Section 6.4 of the Tenant Work Letter, the taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this LeaseLease or the Work Letter, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project Property or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business, and Tenant shall accept the Premises in its then as-is condition on delivery by Landlord. The taking of possession Pursuant to Section 1938 of the Premises by California Civil Code, Landlord hereby advises Tenant shall conclusively establish that as of the Project, date of this Lease neither the Premises, the Building nor the Property have undergone inspection by a Certified Access Specialist (CASp). Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant Improvements thereinof the following: “A Certified Access Specialist (CASp) can inspect the premises and determine whether the premises comply with all of the applicable construction-related accessibility standards under state law. Although California state law does not require a CASp inspection of the premises, the Building commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the 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 manner of any such CASp inspection, the payment of the costs and fees for the CASp inspection and the Common Areas were at such time complete cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding notwithstanding anything to the contrary contained in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofLease, Landlord is the fee owner of and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and has the right and authority to lease determine whether the Premises to Tenant on complies with all of the terms applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and conditions set forth in reasonably approve of the Lease; timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (iiic) as Tenant shall be solely responsible for the cost of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements any repairs necessary to the exterior correct violations of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon construction-related accessibility standards within the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain any and all such alterations and repairs to be performed in accordance with Article 13 of this Lease, but only to the Premises extent such alterations and repairs are needed due disclosed by such CASp inspection and required by applicable Laws to vandalism, and that be corrected; provided Tenant will be responsible for the repair of same, subject shall have no obligation to reimbursement by Landlord from the Construction Allowanceremove any repairs or alterations made pursuant to a CASp inspection under this Section 4.3.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges thatWork Letter attached hereto as Exhibit B, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "AS IS" condition on the Lease Commencement Date, provided that without limiting Landlord’s obligations under the Work Letter, Landlord shall, at Landlord’s own expense, cause the Premises to be in a broom clean condition on the Lease Commencement Date. On the Lease Commencement Date, Landlord shall deliver the Premises with the existing Systems and Equipment in good working condition and Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the "Review Period") to confirm such condition. In the event that Tenant notifies Landlord during the Review Period, in writing, of any of the foregoing items that are not in good working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired, at Landlord’s own expense, to the extent that any deficiencies to such systems are not caused by the acts or omissions of Tenant or any of Tenant's Representatives (as defined below), or any Alterations performed by or on behalf of Tenant. If Tenant fails to timely deliver to Landlord such written notice of Systems or Equipment not in good working condition within the Review Period, Landlord shall have no obligation to perform any such work thereafter, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth provided in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. 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 with respect Subject to the Premisesprovisions of the immediately following paragraph, Tenant shall notify Landlord in writing within sixty (60) days of the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of date Tenant takes possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused claimed by Tenant); . Except for defects stated in such 60-day notice and Latent Defects (iidefined below) as of the date hereof, which Tenant gives Landlord is the fee owner notice within eighteen (18) months after Tenant takes possession of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall be conclusively deemed to accept have accepted the Premises “AS IS” in their "as is" condition. Notwithstanding the foregoingcondition existing on the date Tenant first takes possession, Tenant acknowledges that certain repairs and to have waived all claims relating to the condition of the Premises. Landlord shall proceed diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to the existence of any such defects, the decision of Landlord’s architect shall be final and binding on the parties. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises are needed due or the Building and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to vandalismTenant, except as may be specifically stated in this Lease or in the Work Letter. For purposes of this Lease, “Latent Defects” shall mean defects which were not readily apparent when the sixty (60) day notice was due. No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises or the Real Property and that Tenant will no representation regarding the condition of the Premises or the Real Property has been made by or on behalf of Landlord to Tenant, except as may be responsible for specifically stated in this Lease or in the repair of same, subject to reimbursement by Landlord from the Construction AllowanceWorkletter.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes, except to the extent such objections, cause of action or claim is based on the gross negligence or willful misconduct of Landlord or any agent or employee of Landlord or any latent defect. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. Landlord agrees to cause the Contractor to construct the Improvements in accordance with the Approved Working Drawings, in a good and workmanlike manner and in accordance with applicable laws. Tenant hereby agrees that except as provided in this Article 8 above and the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto an Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as Sections 1941and 1942 of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception Civil Code of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as California or any successor provision of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowancelaw.

Condition of Premises. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, LANDLORD HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED PURPOSE OR USE, WHICH DISCLAIMER IS HEREBY ACKNOWLEDGED BY TENANT. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant acknowledges that, except that as otherwise expressly set forth in of the date of this Lease, Lease neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or nor the Project have undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or their condition, lessor may not prohibit the lessee or with respect to tenant from obtaining a CASp inspection of the suitability thereof subject premises for the conduct occupancy or potential occupancy of Tenant's businessthe lessee or tenant, if requested by the lessee or tenant. The taking of possession parties shall mutually agree on the arrangements for the time and manner of the Premises by Tenant shall conclusively establish that the ProjectCASp inspection, the Premisespayment of the fee for the CASp inspection, the Tenant Improvements therein, the Building and the Common Areas were at such time complete cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding notwithstanding anything to the contrary contained in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofLease, Landlord is the fee owner of and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and has the right and authority to lease determine whether the Premises to Tenant on complies with all of the terms applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and conditions set forth in reasonably approve of the Lease; timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (iiic) as if Tenant requires the CASp inspection under this Paragraph, Tenant shall be solely responsible for the cost of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements any repairs necessary to the exterior correct violations of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon construction-related accessibility standards within the Premises, Tenant agrees to accept the Premises in their "revealed solely as is" condition. Notwithstanding the foregoinga result of such inspection, Tenant acknowledges that certain any and all such alterations and repairs to the Premises are needed due be performed in accordance with Article 4 of this Lease; provided Tenant shall have no obligation to vandalism, and that Tenant will be responsible for the repair of same, subject remove any repairs or alterations made pursuant to reimbursement by Landlord from the Construction Allowancea CASp inspection under this Paragraph.

Condition of Premises. Landlord is leasing the Premises to Tenant acknowledges thatabsolutely "as is" (i.e., except as a "grey" shell, being the walls, roof and structural second floor) without any obligation to alter, remodel, improve, repair or decorate any part of the Premises; provided that Landlord shall assign to Tenant (or otherwise expressly set forth enforce at Landlord's election upon Tenant's written request) any and all warranties (including statutory) received from or rights against all contractors and subcontractors regarding the Tenant Improvements, which Landlord will confirm last, to the extent available at no additional cost, at least one (1) year after the earlier of (i) for each Phase, the Completion Date of the applicable Tenant Improvements and (ii) completion of the applicable work. Nothing in this LeaseSection 3A shall prevent Landlord from accepting a longer warranty from a manufacturer provided such is available at no additional cost. Landlord expressly disclaims any warranty or representation, neither Landlord nor any agent of Landlord has made any representation express or warranty implied, with respect to the PremisesProject or any portion thereof, including, without limitation, any warranty or representation as to fitness, condition, the existence of any defect, patent or latent, merchantability, quality or durability. Without limiting the foregoing, Landlord shall repair and/or replace, as necessary, at Landlord's expense and not as an Operating Cost (a) throughout the Term, defects in the construction of the Shell Improvements (as defined in Appendix C) (as opposed to normal repair, maintenance and replacement expected with the construction materials and equipment installed in the Building or Project in light of their specifications), and (b) until the Project date which is one (1) year after the Phase I Commencement Date, nonwatertight roof joints and/or penetrations installed by Landlord in the Building. Tenant shall be solely responsible to design, install and maintain any special HVAC equipment that Tenant deems necessary or their conditionappropriate for operation of any laboratories on the Premises. Further, Landlord expressly disclaims any warranty or representation, express or implied, with respect to the suitability thereof adequacy or fitness for the conduct use, of Tenant's business. The taking of possession of any HVAC system installed at the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Datefor laboratory use, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceotherwise.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Leaseherein, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date, subject to Landlord’s obligation to construct the Tenant Improvements as provided in this Lease and the Work Letter, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except with respect to the payment of the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of this Lease, the Additional TI Allowance. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Tenant shall Landlord and Tenant, conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair, subject to Landlord’s ongoing maintenance and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, obligations as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in herein. The construction contract for the Lease; Tenant Improvements shall include a warranty from Landlord’s contractor for defective workmanship and materials for a period of one (iii1) as of year after Substantial Completion (the Commencement Date, or as soon thereafter as is reasonably practicable“TI Warranty”). Upon Tenant’s written request, Landlord shall complete its currently planned improvements use reasonable efforts (which shall expressly exclude commencing litigation or bringing suit against Landlord’s contractor or any subcontractor) to endeavor to enforce the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceTI Warranty.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of Landlord has made any representation or warranty with respect to repair as at the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession commencement of the Premises by Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part deliver all keys to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority Project to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as Landlord. Upon Tenant's vacation of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property (unless prohibited from doing the same under Section 20.2), and shall remove any Alterations (whether or not made with Landlord's consent) that Landlord may require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises are needed due caused by such removal and shall restore the Premises to vandalismits prior condition, and all at Tenant's expense, provided that Tenant will shall not be responsible for any restoration or expense in connection with new or amended building codes. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are not limited to, the repair following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of same, subject the Premises. If Tenant fails to reimbursement remove any items that Tenant has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord's option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from the Construction AllowanceLandlord's retention or disposition of such Alterations or personal property. Tenant shall be liable to Landlord for Landlord's costs of removing, storing and disposing of such items.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary set forth in Section 11.1 or this Section 11.2Lease, as of Landlord shall, at its sole expense, cause the Commencement Date (i) all plumbingProject, electrical, HVAC the Building and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (howeverand each system, this warranty shall not apply to defects caused by Tenant); (ii) as component and part of the date hereofProject, Landlord is the fee owner of Building and/or the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) Premises), as of the Commencement Date, or as soon thereafter as is reasonably practicableto be in good working order, to be in good condition, and to be in compliance with all applicable laws. Any expenses incurred by Landlord shall complete its currently planned improvements to comply with the exterior provisions of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct preceding sentence shall not be included in any violation of the foregoing warranties at Landlord's sole cost and expense. Subject Operating Expenses that may be charged to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceany manner under this Lease.

Condition of Premises. Tenant acknowledges thatthat Tenant is currently in possession and occupancy of the Premises under the Sublease. Tenant hereby agrees that the Premises shall be taken at the Commencement Date of the Term in "as is" condition. Tenant hereby agrees and warrants that it has inspected and 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 acknowledges that Landlord has no obligation to alter or improve the Premises for Tenant's use or benefit or to make any contribution toward the cost of any tenant improvements desired to be made by Tenant, except that Landlord shall be obligated to make the Allowance (as otherwise expressly defined in Article 8.2 below) available to Tenant (not earlier than the Commencement Date of the Lease) for Tenant's replacement of the lighting in the Premises as set forth in this LeaseArticle 8.2 below and/or for the construction or installation of an additional office(s) or computer flooring which Tenant may desire to construct or install in the Premises. Tenant's right to construct or install such replacement lighting, additional office(s) and/or computer flooring shall be subject to the provisions of Article 8.2, Article 9.3 and Article 10. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building hereby waives and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part releases its right to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost expense pursuant to Sections 1932(1), 1941 and expense. Subject to 1942 of the foregoing warrantiesCivil Code of California or under any similar law, by entry upon the Premises, Tenant agrees to accept the Premises statute or ordinance now or hereafter in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowanceeffect.

Condition of Premises. 5.1 By taking possession of any part of the Premises hereunder, Tenant shall be deemed to have accepted the Premises as being in good order, condition and repair, and otherwise in its then existing “as is” and “where is” condition as of the Commencement Date, other than for latent defects in Landlord’s Work of which Tenant notifies Landlord promptly following discovery thereof, but in no event later than one (1) year following the Commencement Date. The foregoing, however, shall not be deemed or construed to release Landlord from any of its obligations set forth in this Lease, including its obligation to provide services and utilities under Article 7 below, or to repair, maintain and operate the Building in a manner consistent with comparable office buildings in midtown Manhattan (subject, in each case, to the terms and provisions of this Lease). Landlord shall not be obligated to perform any work whatsoever to prepare the Premises for Tenant, except that, prior to the Commencement Date, Landlord shall have substantially completed the work set forth on Exhibit C hereto (“Landlord’s Work”) in a good and workmanlike manner, with Building standard materials and at Landlord’s cost. Tenant acknowledges that, except as may otherwise be expressly set forth provided in this Lease, neither Landlord Landlord, nor any employee, agent nor contractor of Landlord has made any representation or warranty with respect to concerning the Land, Building, Common Areas or Premises, the Building or the Project or their condition, or with respect to the suitability thereof of any for the conduct of Tenant's ’s business. The taking of possession Landlord reserves, for Landlord’s use, any of the Premises following (other than those installed by Tenant shall conclusively establish or for Tenant’s exclusive use) that the Project, may be located in the Premises: janitor closets, the Tenant Improvements thereinstairways and stairwells; fans, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbingmechanical, electrical, HVAC telephone and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Leasesimilar rooms; and (iii) as of the Commencement Dateelevator, or as soon thereafter as is reasonably practicablepipe and other vertical shafts, Landlord shall complete its currently planned improvements to the exterior of the Buildingflues and ducts. As the exclusive remedy for a breach of the foregoing warrantiesIn connection with Landlord’s Work, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.“

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Upon the expiration or earlier termination of this Lease, neither Landlord nor any agent Tenant shall surrender the Premises to Landlord, broom clean and in the same condition and state of Landlord has made any representation or warranty with respect to repair as at the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession commencement of the Premises by Lease Term, except for ordinary wear and tear that Tenant is not otherwise obligated to remedy under the provisions of this Lease. Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part deliver all keys to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority Building to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as Landlord. Upon Xxxxxx’s vacation of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees shall remove all portable furniture, trade fixtures, machinery, equipment, signs and other items of personal property , and, at Landlord’s option, shall remove any Alterations (whether or not made with Landlord’s consent) that Landlord may require Tenant to accept the Premises in their "as is" conditionremove. Notwithstanding the foregoing, Tenant acknowledges that certain repairs shall repair all damage to the Premises caused by such removal and shall restore the Premises to its prior condition, all at Tenant’s expense. Such repairs shall be performed in a manner satisfactory to Landlord and shall include, but are needed due to vandalismnot limited to, the following: capping all plumbing, capping all electrical wiring, repairing all holes in walls, restoring damaged floor and/or ceiling tiles, and thorough cleaning of the Premises. If Tenant fails to remove any items that Tenant will be responsible has an obligation to remove under this Section when required by Landlord or otherwise, such items shall, at Landlord’s option, become the property of Landlord and Landlord shall have the right to remove and retain or dispose of the same in any manner, without any obligation to account to Tenant for the repair proceeds thereof. Tenant waives all claims against Landlord for any damages to Tenant resulting from Xxxxxxxx’s retention or disposition of samesuch Alterations or personal property. Tenant shall be liable to Landlord for Landlord’s costs of removing, subject to reimbursement by Landlord from the Construction Allowancestoring and disposing of such items.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's businessbusiness (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, Premises (including the Tenant Improvements therein), the Building and the Common Areas Project were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything , subject to Landlord’s completion of any punch list items pursuant to the contrary in Tenant Work Letter. For purposes of Section 11.1 or this Section 11.2, as 1938(a) of the Commencement Date (i) all plumbingCalifornia Civil Code, electricalLandlord hereby discloses to Tenant, HVAC and mechanical systems in Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall be in good working order (with mutually agree on the exception arrangements for the time and manner of failures to such systems caused by Tenant the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs needed necessary to correct violations of construction-related accessibility standards within the HVAC Landlord warrants thatpremises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -5- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] hereof; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects such CASp inspection, (3) in the Premises or Building which could reasonably be expected a professional manner by a CASp designated by Landlord to unreasonably interfere with Tenant's use and enjoyment of without any testing that would damage the Premises (howeverPremises, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereofBuilding or Project in any way, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii4) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from at Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject , including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to the foregoing warrantiesLandlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, by entry upon the Premisesat its sole cost and expense, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of samesuch improvements, subject to reimbursement by Landlord alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from the Construction AllowanceLandlord.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in Subject to Landlord’s repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the Premises, the Building Premises or the Project or their condition, or with respect to the suitability thereof of either for the conduct of Tenant's business’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 and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the 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 by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building Premises and the Common Areas Project were at such time complete in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and in good, sanitary Sections 1941 and satisfactory condition and repair and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as 1942 of the Commencement Date (i) all Civil Code of California or any successor provision of law. Landlord agrees to cause the electrical, plumbing, electricalheating, HVAC ventilation and mechanical air conditioning and other systems in serving the Premises shall to be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, if Tenant acknowledges fails to notify Landlord within ninety (90) days after the Substantial Completion of the Improvements that certain repairs any of the foregoing items are not in good working order and condition, then such items shall be deemed to the Premises are needed due be in good working order and condition and Tenant shall have no further right hereunder to vandalismclaim otherwise, and that Tenant will be responsible except for the repair of same, subject to reimbursement by Landlord from the Construction AllowanceLandlord’s ongoing obligations under this Lease.

Condition of Premises. 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 with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's ’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and without any obligation on Landlord's ’s part to make any alterations, upgrades or improvements thereto. Notwithstanding anything to the contrary in Section 11.1 or this Section 11.2, as of the Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC system identified in the Due Diligence Report dated December 11, 1996 prepared by Weather Engineering, the responsibility of which will be Tenant’s at its cost and expense, but with respect to the HVAC repairs, subject to reimbursement by Landlord from the Construction Allowance) and (ii) the Common Areas shall comply with Title III of the Americans with Disabilities Act of 1990 (the “Act”) and all other laws applicable thereto (but without regard to the Tenant Improvements, for which Tenant shall be responsible to ensure compliance with the Act and all other laws applicable thereto). In the event it is determined that the condition of the Premises or Common Areas is not as required by this Section 11.2, then it shall be the obligation of Landlord, after written notice from Tenant, to promptly, at Landlord’s sole cost and expense, rectify any such condition, In the event Tenant does not give Landlord written notice that any of the plumbing, electrical, HVAC or mechanical systems are not in good working order within eighteen (18) days from the Commencement Date, the correction of same shall be the responsibility of Tenant at Tenant’s cost. Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's ’s use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's ’s sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "“as is" ” condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.