Common use of Condition of the Premises Clause in Contracts

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

Condition of the Premises. LCZ hereby Tenant acknowledges that LCZ that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon made any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, warranty with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with Building or the Americans with Disabilities ActProperty, or with respect to the existence suitability of the Premises, the Building or absence the Property for the conduct of toxic Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or hazardous materials, substances or wastes in, on, under or affecting otherwise prepare the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality Tenant’s occupancy or merchantability of the Premises to pay for or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove construct any improvements to the PremisesPremises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. CITY Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be released from all responsibility in good working order and liability condition. Subject to LCZ regarding the condition foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, including environmental conditionsthe Building and the Property were at such time in good, valuationsanitary and satisfactory condition and repair; provided, salability or utility nothing in this sentence relieves Landlord of the Premisesits obligations pursuant to Section 8.1, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofbelow.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Subject to the Premises prior completion of Landlord’s Improvements by the Landlord, at Landlord’s expense, relative to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection the office space portion of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated work described in this Lease AgreementSection and (the “Landlord’s Improvements”), the Purchase Agreement, Operating Agreement, or otherwise previously made Premises are being leased in writingtheir “AS IS” condition. CITY makes no representation or warranties The Landlord agrees that at the time of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, delivery (i) the Premises shall be leased in conformity with all applicable laws, ordinances, rules and regulations, (ii) the Premises shall be free of latent defects, (iii) the Landlord’s Improvements and the work described in this Section shall be completed in a good and workmanlike manner, using only new materials, (iv) the Landlord, at the Landlord’s expense, shall have obtained all permits required for the completion and occupancy of the Landlord’s Improvements and the work described in this Section, (v) all base building mechanical, electrical, plumbing and other Building systems shall be in good operating condition and repair, and (vi) the Premises shall be free and clear of all tenants and occupants. If the Landlord’s Improvements and the work described in this Section are not substantially completed by December 15, 2007, the Landlord will credit one-half day’s Basic Rent for each day after December 15, and one full day’s Basic Rent for each day after December 31, that the office space is not Substantially Completed, excluding, any delays that are attributable to LCZ on an "AS-ISRXi. If the Landlord’s Improvements and the work described in this Section are not complete by February 1, WHERE-IS" basis without any representations or warranties of any kind2008, express or implied. The parties agree that CITY shall not be required to make or remove any improvements then the Tenant may terminate this Lease by delivering written notice to the PremisesLandlord, in which case this Lease shall terminate on the date set forth in the notice. CITY There are no Landlord’s Improvements contemplated or anticipated to the laboratory portion of the Premises and any such work shall be released from all responsibility and liability conducted by Tenant pursuant to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 5.2.

Condition of the Premises. LCZ hereby Tenant acknowledges that LCZ it occupies the Initial Premises and agrees to accept the same in “as is” condition on the Commencement Date and acknowledges that Landlord has personally examined completed all improvements it has required Landlord to perform and that Landlord shall have no obligation to make any alterations or improvements to the Premises prior or to entering into provide Tenant with any funds for such purpose, except as hereinafter provided. Landlord shall substantially complete the improvements to Suite 350, which Landlord and Tenant have agreed upon, on or before August 31, 2015, and the date of such substantial completion shall be the “Expansion Date”. Provided this Lease Agreementis in full force and effect and Tenant is not in default hereunder, Landlord shall provide Tenant with an improvement allowance (“Landlord’s Contribution”) in an amount not to exceed the lesser of (i) one million dollars ($1,000,000), or (ii) the third-party costs actually incurred or paid by Tenant to design and construction any alterations to the Premises performed in accordance with this Lease following the Date of this Lease (“Initial Work”). This Lease Agreement Tenant may requisition Landlord for payment of Landlord’s Contribution in monthly installments, as the Initial Work progresses. Each requisition for payment of Landlord’s Contribution (or for a portion thereof) shall include (i) a detailed breakdown of the costs of the Initial Work paid or incurred to the date of the requisition, (ii) copies of invoices from Tenant’s contractor for all such costs, (iii) a certification to Landlord from Tenant that all of the work for which requisition is based upon LCZ's personal inspection being made has been performed in accordance with plans and specifications approved by Landlord, and (iv) waivers and releases of liens from all parties providing labor or materials in connection with the Initial Work through the date of the requisition; and the final requisition must include a copy of any new or amended certificate of occupancy necessary for use of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agentsfollowing performance of the Initial Work. To Landlord shall pay each requisition to Tenant, or, at Landlord’s election, directly to Tenant’s contractor, within thirty (30) days after Landlord’s receipt of the extent such reports existrequisition together with all required supporting documentation; provided, CITY however, that Landlord shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced have no obligation to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties make payment of any kind whatsoever, either express or implied, of Landlord’s Contribution with respect to any request for payment received later than May 31, 2017, time being of the use, title, condition, code or law complianceessence, or occupation at any time that Tenant is in breach of its obligations under the Lease, and any amounts not so requisitioned by such date shall be forfeited. As of the date of each payment of any installment of Landlord’s Contribution, Annual Fixed Rent shall increase by an amount equal to the level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (8%) per annum over the then remainder of the term of this Lease. Provided this Lease is in full force and effect and Tenant is not in default hereunder, Landlord shall also provide Tenant with a refurbishment allowance (the “Refurbishment Allowance”) in an amount equal to the lesser of (i) seven hundred and eight thousand one hundred and eighty dollars ($708,180), or (ii) the third party costs actually incurred or paid by Tenant to design and construct any alterations to the Premises performed in accordance with this Lease after completion of the Initial Work (“Refurbishment Work”). Tenant may requisition Landlord for payment of the Refurbishment Allowance in monthly installments, as the Refurbishment Work progresses. Each requisition for payment of the Refurbishment Allowance (or for a portion thereof) shall include (i) a detailed breakdown of the costs of Refurbishment Work paid or incurred to the date of the requisition, (ii) copies of invoices from Tenant’s contractor for all such costs, (iii) a certification to Landlord from Tenant that all of the work for which requisition is being made to the date of the requisition has been performed in accordance with plans and specifications therefor approved by Landlord, and (iv) waivers and releases of liens from all parties providing labor or materials in connection with the Refurbishment Work through the date of the requisition; and the final requisition must include a copy of any new or amended certificate of occupancy necessary for use of the Premises following performance of the Refurbishment Work. Landlord shall pay each acquisition to Tenant, or, at Landlord’s election, directly to Tenant’s contractor, within thirty (30) days after Landlord’s receipt of the requisition with respect all required supporting documentation. As of the date of each payment of any installment of Refurbishment Allowance, Annual Fixed Rent shall increase by an amount equal to the physical or structural condition level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (8%) per annum over the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence then remaining term of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofLease.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined SECTION 1. Lessor agrees, at its expense, to cause the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection roof and all structural components of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existBuildings, CITY shall provide any environmental, hazardous materialsall common areas, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreementsystems serving the Demised Premises (including without limitation, the Purchase Agreementelectric, Operating Agreementplumbing, or otherwise previously made heat, fire, safety, and HVAC systems) to be in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural good operating condition of the Premises, the Premises' and working order and in compliance with all applicable codes and regulations (including without limitation, the Americans with Disabilities Act) as of the date of this Lease. Lessee agrees that, or with respect subject to the existence or absence of toxic or hazardous materialsabove statement, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability as of the date hereof, the Demised Premises or any portion thereof. Except are being leased to the extent otherwise provided Lessee in "as is" condition, without representation or warranty of any kind as to its state of repair or condition or compliance with applicable laws. The Lessee acknowledges its occupancy under a prior lease and its familiarity with the Premises. The Lessee agrees to maintain the Demised Premises in substantially their present condition taking into account its uses on the date hereof and in full compliance with applicable laws throughout the term of this Lease AgreementLease, reasonable wear and use, fire and casualty and condemnation only excepted. All work performed by the Lessee shall be done in a good and workmanlike manner and in compliance with all applicable laws, ordinances and regulations relative thereto. The Lessee further agrees that the Demised Premises shall be leased to LCZ on an "AS-ISkept and maintained throughout the term of this Lease in compliance with all laws, WHERE-IS" basis without any representations or warranties ordinances, rules and regulations of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to duly constituted governmental authority having jurisdiction over the Premises. CITY The Lessee shall not permit or commit any waste. The cost of capital repairs and capital replacement, not resulting from Lessee's alterations, shall be released from all responsibility and liability to LCZ regarding the condition obligation of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofLessor.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined (a) Except as otherwise expressly set forth herein, including Landlord’s Work described below, the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any are being leased in their existing condition as is, without representation or warranties or conditions warranty by CITY or CITY's agentsLandlord. To Landlord represents that, on the extent such reports existTerm Commencement Date, CITY shall provide any environmentalthe HVAC, hazardous materialselectrical, mechanical, plumbing and asbestos reports it has regarding life safety systems and equipment serving the Parks Premises, as well as the Building’s roof, foundation and Recreation administration building all structural elements, will be in good condition and Ager Building, which shall not be relied upon as comprehensive in scope or accuracyrepair. LCZ Tenant acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting inspected the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability common areas of the Premises or any portion thereofBuilding and (subject to completion of Landlord’s Work) has found the same satisfactory for their intended uses. Except to Promptly upon the extent otherwise provided in execution and delivery by Landlord and Tenant of this Lease AgreementLease, and payment by Tenant of the Security Deposit and the delivery of the Tenant’s insurance certificates, the Landlord agrees to undertake those improvements in the Premises as are described on Exhibit A-1 hereto, and shown on the space layout plan, prepared by Xxxxxxx Associates, dated as of July 22, 2014, and attached hereto as Exhibit A-2 (the “Layout Plan”). The foregoing improvements are referred to as “Landlord’s Work.” The Layout Plan has been approved by Tenant, and Landlord shall be leased responsible for obtaining any building or other similar permits necessary to LCZ on an "AS-ISperform Landlord’s Work. Landlord shall perform Landlord’s Work at Landlord’s expense, WHERE-IS" basis without any representations or warranties provided that the cost of any kindchanges requested by Tenant (if approved by Landlord, express or implied. The parties agree that CITY shall which approval will not be required to make unreasonably withheld, delayed or remove any improvements to conditioned) after the Premises. CITY date hereof shall be released from paid by Tenant, and such payment will be made at the time of Landlord’s approval of any such change (based on the cost as reasonably estimated by Landlord’s contractor, with a final adjustment at completion), and Tenant shall, if requested by Landlord, execute an agreement confirming such excess costs. Landlord shall use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before April 1, 2015 (the “Target Date”), but Landlord shall have no liability for failure to do so (except the delay in the Term Commencement Date and (if applicable) the rent penalty set forth below). Without limitation, Landlord’s Work does not include wiring or cabling for Tenant’s information systems or tel-data equipment or Tenant’s furniture, trade fixtures or equipment, all responsibility and liability to LCZ regarding of which shall be installed by Tenant at its expense. In the condition of event that Landlord has not delivered the Premises, including environmental conditions, valuation, salability or utility of Premises substantially complete within fifteen (15) days after the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that Target Date (as the same may be incurred for the clean-up extended by force majeure or remediation in any manner by reason of any toxic Tenant Delay), then Tenant shall be entitled to one (1) day of abatement of Basic Rent and Additional Rent for each day of such delay after such fifteenth (15th) day. In the event that Landlord has not delivered the Premises substantially complete on or hazardous materialsbefore May 15, substances 2015 (as the same may be extended by force majeure or wastes as may exist inby reason of any Tenant Delay), onthen Tenant shall be entitled to two (2) days of abatement of Basic Rent and Additional Rent for each day of such delay after May 15, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof2015.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection The USER shall not do any of the Premises following in respect of USER's access to the CHTTC: Breach any safety protocol or regulations that the UNIVERSITY may institute with respect to access to the CHTTC from time to time; Breach any applicable laws, rules, regulations, by-laws and standards, including but not upon limited to those relating to the environment or public health; Place or leave, or permit to be placed or left, any representation trash, debris or warranties or conditions by CITY or CITY's agents. To refuse on the extent such reports existproperty; Bring onto the property any contaminants, CITY shall provide any environmentaldangerous goods, pollutants, hazardous materialsmaterials or hazardous waste (as broadly defined in applicable legislation [whether in existence on the date of signing of this License or executed, promulgated or published after the date hereof], including, but not limited to (i) The Environment Act (Manitoba), The Contaminated Sites Remediation Act (Manitoba), The Dangerous Goods Handling and Transportation Act (Manitoba), The Public Health Act (Manitoba), the Canadian Environmental Protection Act 1999 (Canada) and all regulations thereunder and (ii) all applicable common law and general principles of equity) (hereinafter the “Hazardous Substances”), and asbestos reports it has regarding shall at the Parks and Recreation administration building and Ager Buildingtermination or expiry of this License leave the Property free from any (potentially) Hazardous Substances in, on or near the Property which shall not are or may be relied upon (i) caused by or through, (ii) generated or created as comprehensive in scope a result of the operations of or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreementby, or otherwise previously made (iii) brought onto the property, by the USER; Plant any trees or shrubs on, or remove or interfere with any trees, shrubs or facilities presently or in writing. CITY makes no representation the future located on the property without the express written consent of the UNIVERSITY; Operate, or warranties permit the operation of, equipment or vehicles having a height greater than FOURTEEN (14) feet on the property; Erect or construct facilities, structures, buildings or fixtures on the Property without the UNIVERSITY's written consent, failing which such facilities, structures, buildings or fixtures may be removed by the UNIVERSITY or Manitoba Hydro at the USER’s expense; or Stockpile, accumulate, collect, reserve, store, pile, deposit or place materials of any kind whatsoeverincluding but not limited to snow, either express or implied, with respect to the use, title, condition, code or law complianceearth, or occupation gravel on the Property without the express written consent of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofUNIVERSITY.

Condition of the Premises. LCZ hereby acknowledges (A) The Premises are leased in an “as is” and “where is” condition without any warranty of suitability, habitability or fitness for use or occupation or any particular purpose express or implied, it being agreed that LCZ Tenant has personally examined had an opportunity to examine the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection condition of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existPremises, CITY shall provide any environmental, hazardous materials, and asbestos reports it that Landlord has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or made no representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoeverwith respect to such condition, either express and that Landlord has no obligation to do or implied, approve any work or make or approve any improvements to or with respect to the usePremises to prepare the same for Xxxxxx’s occupancy except as specifically provided in this Section 4. Notwithstanding the foregoing to the contrary, title, condition, code or law compliance, or occupation if (i) as of the Premises with respect to Commencement Date, any applicable governmental entity issues a written statement that the physical or structural condition base, shell and core components of the PremisesBuilding (the “Base, Shell and Core”), including the Premises' Base, Shell and Core systems and equipment which serve the Premises and/or the common areas of the Building are not in compliance with the Americans with Disabilities Act, Act of 1990 (the “ADA”) in effect as of such date (as such non-compliance shall be determined on an unoccupied basis without regard to Tenant's use or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability proposed use of the Premises or any portion thereof. Except alterations or improvements [including Landlord’s Work described in the Work Letter] to be completed for Tenant in the extent otherwise provided in this Lease AgreementPremises), and (ii) Tenant becomes aware such non-compliance and delivers to Landlord written notice (the Premises “Non-Compliance Notice”) of such notice of non-compliance described hereinabove on or before the date which is one (1) year after the Commencement Date (the “Non-Compliance Outside Date”), then Xxxxxx’s sole remedy shall be leased to LCZ on an "AS-ISrequest that Landlord shall, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY at Landlord’s sole cost and expense (which shall not be required included in Operating Expenses), do that which is necessary to make correct such non-compliance with the ADA within a reasonable period of time after Landlord’s receipt of the applicable Non-Compliance Notice. If Tenant fails to deliver the Non-Compliance Notice to Landlord on or remove any improvements prior to the Premises. CITY Non-Compliance Outside Date, Landlord shall be released from all responsibility and liability have no obligation to LCZ regarding perform the condition work described above (but such release of the Premises, including environmental conditions, valuation, salability or utility such obligation shall not relieve Landlord of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, other obligations under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofthis Lease).

Condition of the Premises. LCZ hereby acknowledges that LCZ Allowance Tenant has personally examined inspected the Premises prior and agrees (a) to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in the condition existing on the Commencement Date "as is" and not upon (b) Landlord has no obligation to perform any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existwork, CITY shall provide supply any environmental, hazardous materials, and asbestos reports it has regarding incur any expense or make any alterations or improvements to prepare the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracyPremises for Tenant's occupancy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties Tenant's occupancy of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation part of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to LCZ on an be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease. Tenant shall perform such leasehold improvements in the Premises as it requires (the "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or impliedTenant Work"). The parties agree that CITY Tenant Work shall be subject to the provisions of Article 6 hereof. Landlord shall provide an allowance in the amount of $72,700.00 (the Tl Allowance") to be used by Tenant toward the cost of the design and construction of the Tenant Work. The Tl Allowance may not be used for personal property or moving expenses. The Tl Allowance shall be advanced to Tenant on a monthly basis, as costs are incurred, within thirty (30) days after receipt of requisitions from Tenant, which requisitions shall include contractor invoices, architects' certificates for payment, lien waivers through the prior advance, and such other items as Landlord shall reasonably require. Landlord shall not be required to make advance any portion of the Tl Allowance for any work that is performed later than one (1) year after the date of this Lease, or remove for which Landlord receives a requisition later than thirteen (13) months after the date of this Lease, in no event shall Tenant be entitled to any improvements cash payment, nor any credit against Rent due under this Lease, in the event that the entire Tl Allowance is not utilized. Within thirty (30) days after completion of the Tenant Work, Tenant shall provide Landlord with "as-built" drawings of the Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant has deposited with Landlord a security deposit equal to three (3) months of average Base Rent (the "Security Deposit") for the faithful performance and observance by Tenant of the terms, provisions and conditions of this Lease. It is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this Lease beyond applicable notice and cure periods, Landlord may draw on such Security Deposit to the Premises. CITY shall extent required for the payment of Rent or any other sum as to which Tenant is in default, beyond applicable notice and cure periods, or any sum which Landlord may expend or may be released from all responsibility and liability required to LCZ regarding the condition expend by reason of Tenant's default in respect of any of the Premisesterms, including environmental conditions, valuation, salability covenants or utility conditions of this Lease beyond applicable notice and cure periods In the Premises, or its suitability for any purpose whatsoever. LCZ agrees event that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.Landlord 33

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Landlord shall not be relied upon obligated to provide any improvement work or services related to the Expansion Premises and Tenant shall accept the Expansion Premises in their presently existing, "as comprehensive is" condition. Notwithstanding the foregoing, as of the commencement of Tenant's lease of each of the Suites contained in scope or accuracy. LCZ acknowledges that it has not been influenced the Expansion Premises, Landlord hereby agrees to enter into this transactiongrant to Tenant an improvement allowance (the "Tenant Improvement Allowance") for the construction of improvements in such Expansion Premises by Tenant, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, following amounts: (i) with respect to the useSuite 110 and 120, title$4.00 per usable square foot contained in such Suites, condition, code or law compliance, or occupation of the Premises and (ii) with respect to Suite 100 and 190, $2.50 per usable square foot contained in such Suites. Landlord shall disburse the physical or structural condition Tenant Improvement Allowance to Tenant in accordance with Landlord's disbursement procedure, which procedure includes the requirement that Tenant deliver to Landlord, within thirty (30) days after completion of the Premisesapplicable improvements, (a) invoices and full and final lien releases, as applicable, from any contractors or sub-contractors requesting payment, (b) a copy of applicable building permits and certificates of occupancy or its legal equivalent allowing occupancy of the applicable space, and (c) "as-built" drawings showing the improvements constructed (collectively, the Premises' compliance with the Americans with Disabilities Act, or with respect "Disbursement Procedure"). In no event shall Landlord have any obligation to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims disburse any implied warranty regarding the fitness for any particular purpose, quality or merchantability amounts in excess of the Premises or any portion thereof. Except to the extent otherwise provided Tenant Improvement Allowance in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove connection with any improvements to in the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Expansion Premises, or its suitability to disburse any portion of the Tenant Improvement Allowance for any purpose whatsoeverother than the construction of improvements in the Expansion Premises. LCZ agrees that it will not seek to recover from CITY Tenant shall construct any costs that may be incurred for improvements in the clean-up or remediation Expansion Premises in any manner accordance with the terms of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting Article 8 of the Premises, regardless of where now located, and specifically waives any right to recovery thereofOffice Lease.

Condition of the Premises. LCZ hereby Assignee acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection has been thoroughly investigated and inspected by Assignee, and Assignee accepts the Premises "as is" in the condition existing as of the Premises and date of this Consent. Assignee acknowledges that Landlord has not upon made any representation representations or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or its present or future suitability for Assignee's purposes. Landlord acknowledges there are no Alterations or modifications existing in the Premises as of the date of this Consent that require removal and/or restoration at the end of the Lease Term, including, without limitation, the Tenant Improvements and Specialty Improvements (“Pre-Existing Alterations”), and Assignee shall have no obligation to remove any portion thereof. Except such Pre-existing Alterations; provided, however, notwithstanding the foregoing, (i) at Landlord's option in Landlord's sole discretion, Landlord may elect to require removal of the "Air Terminal Units" (as defined in Section 2 of the Third Amendment) pursuant to the extent otherwise provided terms of the Third Amendment, and (ii) the removal and restoration requirements with respect to "Tenant's MPOE Room Equipment" and "Tenant's MPOE Security System" (as defined in this Lease Agreementthe Second Amendment) shall be governed by the terms and conditions of the Second Amendment.Additionally, the Premises items set forth on Exhibit E attached hereto shall be leased completed by Assignor or Assignee prior to LCZ on an "AS-ISApril 1, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof2019.

Condition of the Premises. LCZ hereby acknowledges Landlord and Tenant acknowledge that LCZ Tenant has personally examined been occupying the Premises prior pursuant to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Lease, and therefore Tenant continues to accept the Premises and not upon any representation or warranties or conditions by CITY or CITY's agentsin its presently existing, “as is” condition. To the extent such reports existExcept as expressly set forth in this Section 2.2, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Landlord shall not be relied upon as comprehensive in scope obligated to provide or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon pay for any warranties improvement work or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect services related to the useimprovement of the Premises. Notwithstanding the foregoing, titleLandlord agrees that Landlord shall, conditionon a one (1)-time basis and at Landlord’s sole cost and expense, code or law complianceperform the following work utilizing Building standard methods, or occupation of materials and finishes: (i) replace the existing supplemental HVAC unit which services the server room located in the Premises with respect a new HVAC unit which is reasonably comparable to the physical existing supplemental HVAC unit (the exact make, model and specifications of which shall be reasonably and mutually agreed upon by Landlord and Tenant), and (ii) balance and service the HVAC system which services the entire Premises (the extent and scope of which shall be determined in Landlord’s reasonable discretion) (collectively, the “Landlord’s Work”). Tenant shall provide a clear working area for Landlord’s Work, as necessary, and upon Landlord’s reasonable request, move any furniture, trade fixtures and personal property in the Premises in such a manner as to accommodate Landlord’s performance of Landlord’s Work. Tenant hereby agrees that the performance of Landlord’s Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or structural condition for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from Landlord’s Work, nor shall Tenant be entitled to any compensation or damages from Landlord for (i) any loss or damage to Tenant’s furniture, trade fixtures or personal property sustained in connection with Landlord’s performance of Landlord’s Work or the relocation of any such items in order to perform Landlord’s Work, or (ii) loss of use of the Premises, the Premises' compliance with the Americans with Disabilities Act, whole or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability part of the Premises or of Tenant’s personal property or improvements resulting from Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with Landlord’s Work, or for any portion thereofinconvenience or annoyance occasioned by Landlord’s Work or Landlord’s actions (or the actions of Landlord’s contractors, employees and/or agents) in connection with Landlord’s Work. Except to the extent otherwise provided in this Lease AgreementFurther, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without Tenant acknowledges that neither Landlord nor any representations agent of Landlord has made any representation or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ warranty regarding the condition of the Premises, including environmental conditions, valuation, salability Premises or utility the Building with respect to the suitability of the Premises, or its suitability same for any purpose whatsoeverthe conduct of Tenant’s business. LCZ Tenant acknowledges and agrees that it will Landlord is not seek to recover from CITY any costs that may be incurred for the clean-up in default or remediation in any manner violation of any toxic covenant, provision, obligation, agreement or hazardous materials, substances or wastes as may exist in, on, under or affecting condition contained in the Premises, regardless of where now located, and specifically waives any right to recovery thereofLease.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior Subject to entering into this Lease Agreement. This Lease Agreement is based upon LCZPurchaser's personal inspection and examination of the Premises as provided in Paragraph 32 and not upon any representation or warranties or conditions by CITY or CITY's agentsthe other requirements of this Agreement, Purchaser agrees to acquire the Premises "as is", in such condition as the same may be on the date hereof, subject, however, to reasonable use, wear, tear, casualty and natural deterioration between the date hereof and the Closing Date. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it Seller has not been influenced to enter into this transaction, nor has LCZ relied upon and does not make any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect as to the physical or structural condition condition, expenses, value of the PremisesLand or the Improvements, the Premises' compliance with the Americans with Disabilities Actavailability of sewage connections, adequacy or with respect fitness for use of any mechanical equipment or any other matter or thing affecting or related to the existence Premises or absence the transaction, which might be pertinent in considering the making of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability purchase of the Premises or entering into this Agreement except as herein specifically set forth, and Purchaser hereby expressly acknowledges that no such other representations have been made. Seller is not liable or bound in any portion thereof. Except to the extent otherwise provided in this Lease Agreementmanner by expressed or implied warranties, the Premises shall be leased to LCZ on an "AS-ISguaranties, WHERE-IS" basis without any promises, statements, representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements information pertaining to the Premises, made or furnished by any real estate broker, agent, employee, servant or other person representing or purporting to represent Seller, unless such warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth herein. CITY shall Seller further agrees that all Fixtures (including the HVAC, plumbing and electrical systems, but excluding the automated storage and retrieval system) on the Premises will be released from all responsibility in reasonable working order on the date of Closing, and liability to LCZ regarding the condition roof on the buildings free of leaks. Without limiting the foregoing, Purchaser acknowledges that the shelving, rack, rail and post structures which are and have been a part of the automated storage and retrieval system within the Premises and existing mezzanines and support shelving may, at Seller's option, be left in place, in whole or in part, by Seller upon delivery of the Premises; that such structures may be, including environmental conditionsin whole or in part, valuation, salability load-bearing or utility otherwise required for the structural integrity of the Premises, or its suitability for any purpose whatsoever. LCZ agrees ; and that it will not seek to recover from CITY any the possibility of the removal of such structures and the costs that may be incurred for thereof formed a part of the clean-up or remediation in any manner negotiation of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofPurchase Price.

Condition of the Premises. LCZ hereby Tenant acknowledges that LCZ has personally examined it is presently in possession of the Current Premises, it is fully aware of the condition of the Current Premises, and except as expressly provided in Exhibit B attached hereto, Landlord shall not be obligated to refurbish or improve the Current Premises or the New Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Current Premises or the New Premises in conjunction with this Amendment, and Tenant hereby accepts the Premises prior to entering into “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection Amendment, neither Landlord nor any agent of the Premises and not upon Landlord has made any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditionsthe improvements, valuationrefurbishments, salability or utility alterations therein, or the Building or the Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Xxxxxx’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Current Premises, nor the New Premises, nor the Building, nor the Project has 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 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.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building, or its suitability the Project identified by any such CASp inspection. Tenant shall reimburse Landlord upon demand, as Additional Rent, for any purpose whatsoever. LCZ agrees that it will not seek cost to recover from CITY Landlord of performing such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is obligated to, or elects to, remove upon the expiration or earlier termination of the Amended Lease (in which case Tenant shall simultaneously also remove any costs that may be incurred for the cleanCASp-up identified alterations and repairs), Tenant shall have no obligation to remove any repairs or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, alterations made pursuant to a CASp inspection under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofthis Section.

Condition of the Premises. LCZ hereby acknowledges A. Subject to “punch lists” heretofore referred to and subject to latent defects, by taking possession of the Premises, Tenant shall be deemed to have agreed that LCZ has personally examined the Premises were as of the date of taking possession, in good order, repair and condition. Notwithstanding the foregoing, Landlord’s liability to Tenant regarding latent defects shall be limited to the repair and/or replacement, as the case may be, of defective materials and workmanship and, in no event, shall Landlord be liable for special or consequential damages. Landlord shall have no obligation with respect to latent defects (which shall mean defects that are not reasonably discoverable by Tenant upon a reasonable inspection of the Premises) in the Premises unless Tenant gives Landlord written notice of defective materials or workmanship prior to entering into this Lease Agreementthe date which is two (2) years after the Commencement Date. This Lease Agreement No promises of Landlord to alter, remodel, decorate, clean or improve the Premises and no representation or warranty, express or implied, respecting the condition of the Premises has been made by Landlord to Tenant, unless the same is based upon LCZ's personal inspection contained herein or made a part hereof. Tenant hereby waives all claims against the Master Lessor, the Community, the Secretary and the United States arising from the condition of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To agrees to hold the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease AgreementMaster Lessor, the Purchase AgreementCommunity and the United States free and harmless from liability for any loss, Operating Agreement, damage or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to injury arising from the use, title, condition, code or law compliance, or occupation use of the Premises by Tenant, together with respect to all costs and expenses in connection therewith, except if caused by the physical negligent or structural condition willful misconduct of the PremisesMaster Lessor, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease AgreementCommunity, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations Secretary or warranties of any kind, express or impliedthe United States. The parties agree that CITY shall not be required to make or remove any improvements to the PremisesCONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoeverTHE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofTHE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Condition of the Premises. LCZ hereby 9.1 Except as otherwise expressly provided in this Lease, Tenant acknowledges that LCZ has personally examined Tenant is leasing the Premises prior on an “as is, where is” basis, and that Landlord shall deliver the Premises to entering into Tenant, in accordance with the provisions of Article 3 of this Lease AgreementLease, in “as-is” and “where-is” condition; provided, however, that upon such delivery of possession to Tenant, the existing Building structural systems; roof systems; plumbing systems (including all existing connections and distribution of plumbing to existing internal appliances); window systems; window coverings; elevator systems; restrooms; base Building HVAC mechanical systems; base Building electrical systems; fire and life safety systems; and the floor and the ceiling grid and installed lighting shall all be free from latent and structural defects, in good and proper working order, and in full compliance with all Laws, including, without limitation, all building codes and ordinances governing the use and occupancy of office buildings where the Premises are located as of the time the same were installed or constructed. This Lease Agreement is based upon LCZ's personal inspection Subject to Landlord’s express obligations contained in this Lease, Tenant’s taking possession of the Premises shall be deemed conclusive evidence that, as of the date of taking possession, the Premises were in good order and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materialssatisfactory condition, and asbestos reports it has regarding in full compliance with such requirements. Subject to the Parks foregoing, Landlord shall have no obligation to perform any work in the Premises (including, without limitation, demolition of any improvements existing therein or construction no rights in of any tenant finish-work or other improvements therein). All additions, alterations or improvements to the Premises required or desired to be made by Tenant shall be completed by Tenant in accordance with and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced subject to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in the terms of Article 11 of this Lease Agreementand Exhibit E, and Exhibit E-1 attached hereto and made a part hereof. No promise of Landlord to alter, remodel, repair, or improve the Premises, the Purchase AgreementBuilding or the Project, Operating Agreementand no representation, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect respecting any matter or thing relating to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with Building, the Americans with Disabilities ActProject or this Lease (including, without limitation, the condition thereof) have been made to Tenant by Landlord or with respect to its broker or sales agent, other than as may be expressly contained in this Lease. Promptly following the existence or absence of toxic or hazardous materialsPossession Date, substances or wastes in, on, under or affecting Tenant shall construct the Tenant Improvements in the Premises as described and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided defined in this Lease Agreement, the Premises shall be leased to LCZ on an "ASExhibit E and Exhibit E-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.l.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Except as specifically set forth in this Lease and in the Work Letters, and subject to Landlord’s obligations set forth in this Lease and in the Work Letters, Tenant shall occupy the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection and accept the Building, including the base, shell, and core of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To (the extent such reports exist“Base, CITY shall provide any environmental, hazardous materialsShell, and asbestos reports it has regarding Core”) in their “AS-IS” condition as of the Parks date of this Lease and Recreation administration building and Ager Building, which Landlord shall not be relied upon as comprehensive in scope obligated to provide or accuracypay for any improvement work or services related to the improvement of the Premises. LCZ Tenant also acknowledges that it Landlord has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability the Retail Area or utility the Real Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the PremisesCalifornia Civil Code, Landlord hereby advises Tenant that as of the date of this Lease neither the Premises nor the Retail Area has 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 its suitability for any purpose whatsoever. LCZ agrees that it will lessor may not seek to recover prohibit the lessee or tenant from CITY any costs that may be incurred obtaining a CASp inspection of the subject premises for the clean-up occupancy or remediation in any 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 toxic or hazardous materialsthe CASp inspection, substances or wastes as may exist in, on, under or affecting the Premises, regardless payment of where now locatedthe fee for the CASp inspection, and specifically waives the cost of making any right repairs necessary to recovery thereofcorrect violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be performed by Landlord or Tenant, as determined by remaining provisions of this Lease and Work Letter, and, any and all such alterations and repairs to be performed by Tenant shall performed in accordance with Article 8 of this Lease; provided Tenant shall have no obligation to remove any repairs or alterations made pursuant to a CASp inspection under this Section 1.2.

Condition of the Premises. LCZ Lessee, for and in consideration of this Lease and the demise of the said Premises, hereby acknowledges agrees and covenants with Lessor that LCZ Lessee has personally examined the said Premises prior to entering into this Lease Agreementthe execution hereof, knows the condition thereof, and acknowledges that Lessee has received the said Demised Premises in good order and condition and that no representation or warranty as to the condition or repair of the said Premises has been made by Lessor, except as expressly set forth herein. This Lease Agreement is based upon LCZ's personal inspection Notwithstanding the foregoing, Lessor has agreed to fill cracks in the parking lot and “tune-up” the roof to make it leak-free prior to the Commencement Date at Lessor’s sole cost and expense, and shall deliver possession of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To to on the extent Commencement Date free of hazardous substances (except for such reports exist, CITY shall provide any environmental, hazardous cleaning materials, office supplies and asbestos reports it has regarding other substances which are used in the Parks ordinary course of business of Lessee at the Premises and Recreation administration building used and Ager Building, which shall not be relied upon as comprehensive stored in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or impliedcompliance with applicable law), with respect to the use, title, condition, code or law compliance, or occupation of all building systems in good working order and condition and with the Premises in compliance with respect applicable laws, ordinances and code requirements, including, without limitation, any sanitation procedures required or recommended by any applicable governmental or quasigovernmental authority for a food processing facility. If Lessor fails to perform such work or cause the physical or structural condition of the Premises, the Premises' Premises to be in compliance with the Americans with Disabilities Act, or with respect foregoing sentence prior to the existence or absence Commencement Date, and such failure continues for five (5) business days after receipt of toxic or hazardous materialswritten notice thereof, substances or wastes in, on, under or affecting Lessee shall have the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except right to the extent otherwise provided in this Lease Agreementperform such work at Lessor’s expense, the Premises actual and reasonable cost of which shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties due and payable within thirty (30) days after receipt of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now locatedwritten demand together with appropriate supporting documentation, and specifically waives any if Lessor fails to reimburse Lessee for such costs within such thirty (30) day period, Lessee shall have the right to recovery thereofdeduct the cost thereof from Rent next due and owing hereunder.

Condition of the Premises. LCZ (a) The Lessee hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation statement of the Premises with respect Port Authority or its Commissioners, officers, employees or agents as to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premisespremises, or its suitability fitness for use as a multi-fuel vehicle service station. The Lessee, prior to the execution of this Agreement, has thoroughly examined the premises and determined them to be suitable for the Lessee's operation hereunder and the Lessee hereby agrees to take the premises in the condition they are in as of the commencement of the term of the letting hereunder and to assume all responsibility for any purpose whatsoeverand all risks, costs and expenses of any kind whatsoever caused by, arising out of or in connection with, the condition of the premises whether any aspect of such condition existed prior to, on or after the effective date of the letting of the premises hereunder including without limitation all Environmental Requirements and Environmental Damages, and to indemnify and hold harmless the Port Authority for all such risks, requirements, costs and expenses. LCZ Without limiting any obligation of the Lessee to commence operations hereunder at the time and in the manner stated elsewhere in this Agreement, the Lessee agrees that no portion of the premises will be used initially or at any time during the letting which is in a condition unsafe or improper for the conduct of the Lessee's operations hereunder so that there is possibility of injury or damage to life or property. It is hereby understood and agreed that whenever reference is made in this Lease to the condition of the premises as of the commencement of the term thereof, the same shall be deemed to mean the condition of the premises as of the date of this Agreement, and as to the improvements made and the alteration work performed during the term of the Agreement in the condition existing after the completion of the same. The Lessee understands that it will not seek be its responsibility to recover from CITY furnish and install (subject to the provisions of Section 6 of the Lease) all pumps, trade fixtures, accessories, equipment and other property including any costs that necessary removal and demolition and to perform all work as may be incurred necessary to put the multi-fuel service station in first class operating condition for the clean-up or remediation purposes set forth in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 3 hereof.

Condition of the Premises. LCZ hereby acknowledges Landlord warrants to Tenant that LCZ has personally examined on the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of Commencement Date, the Premises and not upon any representation or warranties or conditions the Building (including all structural, mechanical, plumbing, HVAC and electrical systems, but excluding the Tenant Improvements constructed by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect Tenant pursuant to the useTenant Work Letter) shall be in good working condition and shall comply with all applicable requirements of building codes, titleCalifornia accessibility codes, conditionlaws and regulations (including, code or law compliancebut not limited to, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities ActAct [42 U.S.C. SECTION 12101 ET SEQ.] (the "ADA")), and covenants or with respect restrictions of record as in effect on the Lease Commencement Date (the "Building Warranty"). The Building Warranty shall not apply to any improvements or alterations made by Tenant, except as specifically set forth in the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting Work Letter Agreement. If the Premises do not comply with the Building Warranty, promptly after Landlord's receipt of written notice from Tenant given within one hundred twenty (120) days after the Lease Commencement Date specifying in detail the nature and hereby disclaims extent of such non-compliance, Landlord, at Landlord's sole cost and expense, shall take such action as is reasonably necessary to remedy such non-compliance. Landlord further represents and warrants to Tenant that there is no Hazardous Material in or about the Building in violation of any implied warranty regarding applicable laws, and that if any such Hazardous Material is discovered in the fitness for Building and if removal of the same is required by law, then Landlord shall promptly remove such Hazardous Material at Landlord's sole cost and expense. Landlord agrees to indemnify and hold harmless Tenant from and against any particular purposeand all claims, quality losses, liabilities and expenses (including reasonably attorneys' fees) sustained by Tenant attributable to (i) any Hazardous Materials placed on or merchantability of about the Premises or the Building (other than by Tenant or its officers, directors, employees, agents, or guests), or (ii) Landlord's breach of any portion thereofprovision of this Section 1.2. Except to the extent otherwise provided in this Lease AgreementAs used herein, the Premises shall be leased to LCZ on an term "AS-ISHazardous Material" means any hazardous or toxic substance, WHERE-IS" basis without material or waste (including asbestos) which is regulated by any representations local governmental authority, the State of California or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofFederal government.

Condition of the Premises. LCZ hereby acknowledges Landlord and Tenant agree that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties construction of any kind whatsoever, either express or implied, “Tenant Work” with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the First Expansion Premises shall be leased performed by Tenant in accordance with and as defined in Exhibit B-5. Subject to LCZ on an "AS-ISfunding the Tenant Work Allowance (as defined in Exhibit B-5) for the construction of the Tenant Work, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY Landlord shall not be required have no obligations whatsoever to make or remove construct any improvements to the PremisesOriginal Premises or the First Expansion Premises and Tenant HAS ACCEPTED THE ORIGINAL PREMISES AND THE FIRST EXPANSION PREMISES “AS IS”, “WHERE IS” AND WITH ANY AND ALL FAULTS. CITY LANDLORD NEITHER MAKES NOR HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, SUITABILITY OR FITNESS THEREOF OF THE ORIGINAL PREMISES OR THE FIRST EXPANSION PREMISES, OR THE CONDITION OR REPAIR THEREOF. TENANT’S CONTINUED POSSESSION OF THE ORIGINAL PREMISES AND TAKING OF POSSESSION OF THE FIRST EXPANSION PREMISES IS CONCLUSIVE EVIDENCE FOR ALL PURPOSES OF TENANT’S ACCEPTANCE OF THE PREMISES IN GOOD ORDER AND SATISFACTORY CONDITION, AND IN A STATE AND CONDITION SATISFACTORY, ACCEPTABLE AND SUITABLE FOR THE TENANT’S USE PURSUANT TO THE LEASE. Notwithstanding the foregoing, Landlord shall be released from deliver all responsibility structural elements and liability to LCZ regarding the condition subsystems of the First Expansion Premises, including environmental conditionsbut not limited to the HVAC, valuationmechanical, salability or utility electrical, and plumbing systems serving the First Expansion Premises, in good working condition and repair as of the Effective Date and Landlord will be responsible, without cost to Tenant, to repair any latent structural or design defects (as opposed to normal repairs, maintenance and replacements) in the curtain wall, windows and window framing, interior structural framing, foundation, roof, HVAC systems, mechanical, electrical, and plumbing systems occurring or discovered prior to the later of the date that is 12 months after the Effective Date and the date of expiration of any applicable warranty therefor; provided that Tenant delivers notice to Landlord thereof prior to the later of the date that is 12 months after the Effective Date and date of expiration of any applicable warranty therefor and such repairs shall not include work required in connection with (a) any of Tenant’s Alterations, Tenant Work or other improvements to the First Expansion Premises, (b) Tenant’s particular use of the First Expansion Premises, including, without limitation, for meeting or its suitability for any purpose whatsoever. LCZ agrees that it will not seek assembly uses (as opposed to recover from CITY any costs that may be incurred Tenant’s use of the First Expansion Premises for the clean-up Permitted Use in accordance with the Original Lease in a normal and customary manner) or remediation (c) a change in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the PremisesPermitted Use stated in Section 1.8, regardless of where now located, and specifically waives any right to recovery thereofwhether Landlord approves such change.

Condition of the Premises. LCZ hereby acknowledges Landlord shall use its reasonable efforts to commence construction of the core and shell of the Building and the expansion of the Garage on or about August 14, 2000. Attached hereto as Exhibit G and incorporated herein by reference is a list of the drawings and specifications for the design and construction of the Building (collectively the "Development Specifications"). The Development Specifications have previously been made available to Tenant for its review. Landlord, at its sole cost and expense, shall complete construction of the Building: (a) in substantial accordance with the Development Specifications; and (b) in a good workmanlike manner, to a general standard of construction equal to or greater than that LCZ has personally examined of other Comparable Buildings. At the Premises prior time of Landlord's tender of possession of the Premises, those portions of the Base Building Work, as more particularly described on Exhibit H, which are necessary to entering into this Lease Agreementbe completed for the orderly and effective construction of the Initial Installations shall be Substantially Complete. This Lease Agreement is based upon LCZ's personal inspection Subject to the foregoing, Tenant shall: (a) accept possession of the Premises in its then "As-Is" condition, and (b) except for Landlord's Contribution, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant's occupancy. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed the Base Building Work, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease except for latent defects in the Base Building Work not visually discoverable by Tenant upon a reasonably diligent inspection and subject to the completion by Landlord of any "punch list" items or similar corrective work; provided, however, that Landlord shall have no obligation to correct latent defects not reported to Landlord in writing within 12 months of the acceptance of the Premises by Tenant. Landlord, at Landlord's sole cost and expense and not upon any representation as a deduction or warranties offset from the amount of Landlord's Contribution or conditions by CITY or CITY's agents. To as part of Operating Expenses, shall be responsible for ensuring that, as of the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease AgreementCommencement Date, the Purchase AgreementBase Building Work (including the roof and all Building Systems) is in good working condition and repair, Operating Agreementfree from any known code violations and in compliance with all Requirements. In addition, or otherwise previously made in writing. CITY makes no representation or warranties accordance with the terms and provisions of Section 6.1 below, Landlord shall be responsible for the correction of any kind whatsoeverlatent or patent defects in the Landlord Repair Areas (as hereinafter defined) at any time during this Term of the Lease or any extension thereof. Landlord agrees to exercise commercially reasonable efforts to enforce any and all construction, either express or implied, design and materials warranties obtained by Landlord with respect to the use, title, condition, code or law compliance, or occupation Base Building Work ("Construction Warranties"). No provision of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, this Article 4 shall diminish Landlord's obligations under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 6.1 below.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined The Premises are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord except as expressly provided herein. Any improvements or alterations necessary to prepare the Premises prior to entering into for Tenant’s occupancy will be performed by Tenant, and Landlord shall have no responsibility therefor. The “Delivery Date” is the date on which (i) this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection has been fully executed and delivered by Landlord and Tenant, and (ii) Landlord has tendered possession of the Premises to Tenant in their “as is” condition and otherwise as herein provided. On the Delivery Date, the Building HVAC, plumbing and mechanical systems and equipment serving the Premises will be in good working order and condition. Landlord represents and warrants that the HVAC system will on the delivery date meet the specifications set forth on Exhibit __. Tenant acknowledges that it will accept possession of the Premises with the furniture and furnishings (the “Furniture”) of the prior tenant, Sapient Corporation (“Sapient”), in place, pursuant to a separate agreement between Tenant and Sapient by which Sapient is conveying the Furniture to Tenant. Landlord is not upon any representation a party to such agreement and will have no obligation to remove the Furniture prior to the Delivery Date or warranties or conditions by CITY or CITY's agentsdo deliver possession of the Premises free of the same. To Landlord has no interest in the extent such reports exist, CITY shall provide any environmental, hazardous materialsFurniture, and asbestos reports it has regarding expressly disclaims any obligation or liability with respect to the Parks and Recreation administration building and Ager Buildingsame, which shall not be relied upon as comprehensive in scope including without limitation with respect to the condition or accuracysuitability thereof or the state of title thereto. LCZ Tenant acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting inspected the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability common areas of the Premises or any portion thereof. Except to Building and has found the extent otherwise same satisfactory for Tenant’s intended use, provided that this sentence shall not relieve Landlord of its express covenants set forth in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 4.2.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Except as may be otherwise expressly provided in this Lease, the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection taking of possession of the Premises by Lessee shall in itself constitute acknowledgment that the Premises is in good and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materialstenantable condition, and asbestos reports it has regarding Lessee agrees to accept the Parks Property in its presently existing condition, "as is," and Recreation administration building and Ager Building, which that the Port shall not be relied upon obligated to make any improvements, repairs or modifications thereto, including any abatement of any environmental condition such as comprehensive asbestos containing material in scope or accuracyon the Premises. LCZ Lessee represents and acknowledges that it has not been influenced made a sufficient investigation of the conditions of the Property existing immediately prior to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in the execution of this Lease Agreement(including investigation of the surface, subsurface and groundwater for toxic materials, including contamination and hazardous substances) and is satisfied that the Purchase AgreementPremises will safely support the type of improvements to be constructed and maintained by Lessee upon the Premises, Operating Agreementthat the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoeverthat Lessee accepts all risks associated therewith and that Lessee shall be solely responsible for all costs, either express or impliedexpenses, with respect to the uselosses, titledamages, condition, code or law compliance, or occupation claims and liabilities that may result from Lessee's use of the Premises with respect to in their presently existing conditions. Lessee specifically acknowledges that except as otherwise may be expressly provided herein the physical or structural Port has made no representations concerning the condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to Improvements and/or the extent otherwise provided in this Lease Agreement, fitness of the Premises shall be leased to LCZ on an "AS-ISor any Improvements for Lessee's intended use, WHERE-IS" basis and/or the compliance of the Premises and/or any Improvements with any federal, state, or local building code or ordinance or with any laws or regulations or guidelines regarding disabled or handicapped persons, including without limitation the Americans With Disabilities Act of 1990, and Lessee expressly waives any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required duty which the Port might have to make any such disclosures. Lessee further agrees that, in the event Lessee subleases all or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition portion of the PremisesProperty or assigns its interest in the Lease, including environmental conditionsLessee shall indemnify and defend the Port for, valuation, salability from and against any matters which arise as a result of Lessee's failure to disclose any relevant information about the Premises to any subtenant or utility assignee. It is the intention of the Premises, or its suitability for Port and Lessee that the immediately preceding sentence shall survive any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY release of Lessee by the Port upon any costs that may be incurred for assignment of the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofLease by Lessee.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Except as expressly set forth herein, Tenant shall accept the Premises prior on the Substantial Completion Date in its “AS-IS” condition, subject to entering into this Lease Agreementall applicable laws, ordinances, regulations, covenants and restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. This Lease Agreement is based upon LCZ's personal inspection Landlord has made no representation or warranty as to the suitability of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To for the extent such reports exist, CITY shall provide any environmental, hazardous materialsconduct of Tenant’s business, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims Tenant waives any implied warranty regarding that the fitness Premises are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be provided herein, in no event shall Landlord have any obligation for any particular purpose, quality or merchantability of defects in the Premises or any portion thereoflimitation on its use. Except to the extent otherwise provided in this Lease Agreement, The taking of possession of the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree conclusive evidence that CITY shall not be required to make or remove any improvements to Tenant accepts the Premises. CITY shall be released from all responsibility Premises and liability to LCZ regarding that the Premises were in good condition of at the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereoftime possession was taken.

Condition of the Premises. LCZ hereby acknowledges As of the Effective Date, Landlord is causing construction of the core and shell of the Building and Garage. Attached hereto as Exhibit G and incorporated herein by reference is a list of the drawings and specifications for the design and construction of the Building (collectively the "Development Specifications"). The Development Specifications have previously been made available to Tenant for its review. Landlord, at its sole cost and expense, shall complete construction of the Building: (a) in substantial accordance with the Development Specifications; and (b) in a good workmanlike manner, to a general standard of construction equal to or greater than that LCZ has personally examined of other Comparable Buildings. At the Premises prior time of Landlord's tender of possession of the Premises, those portions of the Base Building Work, as more particularly described on Exhibit H, which are necessary to entering into this Lease Agreementbe completed for the orderly and effective construction of the Initial Installations shall be Substantially Complete. This Lease Agreement is based upon LCZ's personal inspection Subject to the foregoing, Tenant shall: (a) accept possession of the Premises in its then "As-Is" condition, and (b) except for Landlord's Contribution, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant's occupancy. Tenant's occupancy of any part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed the Base Building Work, Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease except for latent defects in the Base Building Work not visually discoverable by Tenant upon a reasonably diligent inspection and subject to the completion by Landlord of any "punch list" items or similar corrective work; provided, however, that Landlord shall have no obligation to correct latent defects not reported to Landlord in writing within 12 months of the acceptance of the Premises by Tenant. Landlord, at Landlord's sole cost and expense and not upon any representation as a deduction or warranties offset from the amount of Landlord's Contribution or conditions by CITY or CITY's agents. To as part of Operating Expenses, shall be responsible for ensuring that, as of the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease AgreementCommencement Date, the Purchase AgreementBase Building Work (including the roof and all Building Systems) is in good working condition and repair, Operating Agreementfree from any known code violations and in compliance with all Requirements. In addition, or otherwise previously made in writing. CITY makes no representation or warranties accordance with the terms and provisions of Section 6.1 below, Landlord shall be responsible for the correction of any kind whatsoeverlatent or patent defects in the Landlord Repair Areas (as hereinafter defined) at any time during this Term of the Lease or any extension thereof. Landlord agrees to exercise commercially reasonable efforts to enforce any and all construction, either express or implied, design and materials warranties obtained by Landlord with respect to the use, title, condition, code or law compliance, or occupation Base Building Work ("Construction Warranties"). No provision of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, this Article 4 shall diminish Landlord's obligations under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 6.1 below.

Condition of the Premises. LCZ hereby Tenant acknowledges that LCZ that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon made any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, warranty with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with Building or the Americans with Disabilities ActProperty, or with respect to the existence suitability of the Premises, the Building or absence the Property for the conduct of toxic Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or hazardous materials, substances or wastes in, on, under or affecting otherwise prepare the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality Tenant’s occupancy or merchantability of the Premises to pay for or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove construct any improvements to the PremisesPremises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. CITY Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be in material compliance with all applicable laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into this Lease and has obtained all consents and taken all actions necessary in connection therewith other than to the extent provided in Section 14.6, below; and (c) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be released from all responsibility in good working order and liability condition. Subject to LCZ regarding the condition foregoing, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, including environmental conditionsthe Building and the Property were at such time in good, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, sanitary and specifically waives any right to recovery thereofsatisfactory condition and repair.

Condition of the Premises. LCZ hereby Subject to the terms of the Lease, Tenant acknowledges that LCZ has personally examined Tenant shall accept and occupy the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect its currently existing “as-is” condition pursuant to the use, title, condition, code or law compliance, or occupation terms of this Lease. Tenant acknowledges and agrees that the Premises with respect to the physical or structural condition Rentable Square Footage of the Premises, as set forth in Paragraph 2.4 of the Principal Lease Provisions above, shall be conclusive for all purposes under this Lease and Tenant hereby expressly waives any right to contest the Rentable Square Footage for any reason. Tenant acknowledges and agrees that Xxxxxxxx has no obligation to improve the Premises' compliance , other than as may be set forth specifically in the Lease. In particular, Tenant acknowledges that any improvements or alterations needed to accommodate Xxxxxx’s intended use shall be made solely at Tenant’s sole cost and expense, and strictly in accordance with the Americans with Disabilities Actrequirements of this Lease (including the requirement to obtain Landlord’s consent thereto), or with respect to the existence or absence unless such improvements and alterations are specifically required of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises Landlord and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided expressly set forth in this Lease Agreementand in Exhibit “C”. Should tenant improvements be made to the Premises in the future, the Premises shall be leased constructed in accordance with the procedures outlined in Exhibit “C” of this Lease. Landlord shall have no responsibility to LCZ do any work required under any building codes or other governmental requirements not in effect or applicable on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the PremisesLease Commencement Date, including environmental conditionswithout limitation any requirements related to sprinkler retrofitting, valuationseismic structural requirements, salability or utility accommodation of the Premisesdisabled persons, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any Landlord makes no warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, nature whatsoever with respect to the use, title, condition, code condition or law compliance, or occupation suitability for any purpose of the Premises with respect to or any part thereof. Tenant hereby acknowledges and warrants that it has inspected and knows the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting and Tenant accepts the Premises in their present, “AS IS, WHERE IS” condition and hereby disclaims any implied warranty regarding state of repair, with all faults. Tenant waives all claims in contract, tort, bailment or otherwise concerning the fitness suitability of the Premises for any particular purpose, quality or merchantability of . Tenant will keep the Premises in a neat, orderly and sanitary condition, in good repair, and in a condition appropriate for the purpose of this Lease. Tenant acknowledges that Landlord has no obligation under this Lease to maintain or repair, or to conduct any portion thereofimprovement work on the Premises. Except For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Landlord may have to Tenant under any other agreement between the extent otherwise provided parties. Landlord is leasing the Premises solely on the basis of its examination, inspection and investigation and not on the basis of any statement, representation, warranty, expressed or implied, written or oral, made by Landlord or its agents or its employees that is not expressly contained in this Lease Agreement, ; and Tenant is leasing the Premises shall be leased to LCZ on an "in its “AS-IS, WHERE-IS" basis without any representations ” condition, with all faults and with no representation or warranties warranty of any kindtype or nature being made by Landlord or any person on Landlord’s behalf, express except as expressly otherwise provided in this Agreement. Tenant further acknowledges that although Landlord knows the Purpose that Tenant intends for the Premises, Tenant is not relying on the Landlord's skill or impliedjudgment in selecting the Premises. The parties agree Accordingly, Landlord makes no warranty or representation that CITY shall not the Premises are fit for Tenant's intended use or its particular purpose and Tenant waives any such warranty to which it might be required to make or remove any improvements entitled. All implied warranties with respect to the Premises, including those related to hidden defects therein or the fitness thereof for a particular purpose, zoning, or other regulatory matters, are hereby disclaimed by Landlord and expressly waived by Tenant unless said warranties are not allowed to be waived under the Louisiana Civil Code. CITY shall Without limiting the generality of the foregoing, Landlord does not warrant that the Premises are free from hidden, redhibitory or latent defects or vices or that the Premises are fit for the use intended by the Tenant, and Tenant hereby expressly waives all rights pursuant to La. C.C. arts. 2696, 2697 and 2698. Without limiting the generality of the foregoing, Tenant acknowledges that Landlord makes no representation or warranty as to: (i) the value, physical condition of the Premises (including soils, geological conditions, the presence or absence of radioactive, petroleum-based, Hazardous Substances (as defined below), and availability or quality of water); (ii) the sufficiency or suitability of the Premises for Tenant’s purposes or any purpose; (iii) the square footage, acreage or configuration of the Premises; (iv) the sufficiency or completeness of any plans for the Premises; (v) zoning or land use controls affecting the Premises; (vi) the state of repair or structural integrity of any improvements on the Premises or their compliance (or the compliance of any activities previously conducted thereon or therein) with any federal, state or municipal laws, ordinances, regulations or requirements (including those relating to the sale of subdivided lands), except as may be released from all responsibility and liability to LCZ regarding expressly described elsewhere in this Agreement; or (vii) the environmental status or condition of the Premises; and/or (viii) the extent to which the Premises or Landlord has complied or failed to comply with any permits, approvals or requirements of applicable Environmental Laws (defined below). In particular, but without in any way limiting the foregoing, Tenant, on behalf of itself and any entity affiliated with, owned or controlled by Tenant or a controlling member of Tenant, other than the Landlord (collectively defined herein as the “Tenant Entities”), hereby forever waives, releases and covenants not to assert any claims against Landlord, its successors, assigns, employees, agents, representatives, past, present and future, their affiliates and subsidiaries, past present and future, their respective parents, subsidiaries, and affiliates past present and future, and each of their officers, directors, and shareholders, past, present and future, (“Landlord’s Representatives”) from any and all responsibility, liability, claims, rights, remedies, causes of action and damages, and expressly agrees to release, indemnify, protect and defend Landlord and Landlord’s Representatives and hold each of them harmless, from any and all actions, causes of action, claims, demands, liabilities, damages, losses, costs, expenses (including reasonable consulting and attorneys’ fees) or suits of any kind brought by any third party, including, but not limited to, the United States Environmental Protection Agency and the Louisiana Department of Environmental Quality arising from or relating to: (1) the investigation, removal and remediation of future releases or discharges or threatened releases and discharges of Hazardous Substances on, at, under, about or emanating from the Premises; (2) any other claims, for or arising out of the presence of Hazardous Substances on, at, under, about or emanating from the Premises or any property in the vicinity of the Premises (including in the soil, air, structures and surface and subsurface water), including environmental conditions, valuation, salability natural resource damage claims; (3) the performance or utility non-performance of remedial actions with respect to any future releases or threatened releases of Hazardous Substances on the Premises; and (4) any future violations by Landlord or Landlord Representatives of any Environmental Laws regarding the Premises. For the avoidance of doubt, the foregoing shall not limit or restrict any obligations that Landlord or Landlord’s Representatives may have to Tenant or Tenant Entities under any other agreement between the parties. As used herein, the term "Environmental Law" will mean, as amended and in effect from time to time, any federal, state or local statute, ordinance, rule, regulation, judicial decision, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek the judgment or decree of a governmental authority, arbitrator or other private adjudicator by which Tenant or the Premises is bound, pertaining to recover from CITY any costs that may be incurred for health, industrial hygiene, public safety, occupational safety or the cleanenvironment, including, without limitation, the Surface Mining Control and Reclamation Act (30 U.S.C. §1201 - et seq.), the Uranium Mill Tailings Reclamation Control Act (42 U.S.C. §7901 - et seq.), the Mining Health and Safety Act (30 U.S.C. §801 - et seq.), the Comprehensive Environmental Response, Compensation & Liability Act of 1980 (42 U.S.C. § 9601 - et seq.); the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 - et seq.); the Toxic Substances Control Act (15 U.S.C. § 2601 - et seq.); the Clean Water Act (33 U.S.C. § 1251 - et seq.); the Oil Pollution Act of 1990 (33 U.S.C. § 2701 - et seq.); the Clean Air Act (42 U.S.C. § 7401 - et seq.); the Hazardous Substance Transportation Act; the Emergency Planning and Community Right-up or remediation in any manner To-Know Act (42 U.S.C. § 11001 - et seq.); the Endangered Species Act of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting 1973 (16 U.S.C. § 1531 - et seq.); the Premises, regardless Federal Land Policy and Management Act of where now located, and specifically waives any right to recovery thereof1976 (43 U.S.C. § 1701 - et seq.); the Lead-Based Paint Exposure Reduction

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Landlord shall deliver the Premises to Tenant in such condition that the Building shall not encroach upon any property, street or right-of-way adjacent to the Building, and shall not violate the agreements or conditions contained in any applicable Legal Requirement and any of the Permitted Exceptions, and shall not impair the rights of others under any easement or right-of-way to which the Building is subject. Landlord shall construct and complete the Building and install the Fixtures, any other improvements, fixtures or personal property or other work or matters to be completed pursuant to the Work Letter attached hereto as Exhibit E that are necessary for (i) the Building to be licensed by the State of Georgia and receive classification as a LTACH for payment for all Medicare discharges under the Prospective Payment System for facilities of this type as provided under 42 CFR § 412.500 et seq. (the “LTACH License”), as such statute requires as of the Effective Date of this Lease, (ii) Tenant’s satisfaction of the requirements imposed by the Georgia Department of Community Health in connection with the issuance of the Certificate of Need for the Premises (the “CON”), (iii) accreditation with the Joint Commission (the “Accreditation”) and (iv) any certificate of occupancy or other local permit or certification required for Tenant to legally and permissibly occupy the Premises (the “CO”). As clarification, the CON, the LTACH License, the Accreditation and any other license(s), approval(s), permit(s), certification(s) or accreditation(s) to commence operations in the Premises for its Permitted Use (other than the CO) shall be applied for by Tenant. Landlord is not responsible for applying for the CON, the LTACH License or the Accreditation or for completing any other license(s), approvals(s), permit(s), certification(s) or accreditation(s) (other than the CO); however, (i) Landlord shall construct and complete the Building in such manner and condition that the Premises will not cause the CON, the LTACH License and the Accreditation to fail, be rejected, or fail to be approved due to Landlord’s failure to construct and complete the Building per the Work Letter attached hereto as Exhibit E and that are necessary as Landlord’s work and responsibility, and (ii) Landlord shall be solely responsible for applying for and obtaining the CO. In no way shall Landlord be responsible for a failure, rejection or denial of approval due to Tenant’s failure to perform its responsibilities pursuant to the Work Letter attached as Exhibit E hereto or complete “Tenant’s Work” (as defined therein) after Landlord has completed its work, whether occurring prior to entering into this Lease Agreementor after Substantial Completion. This Lease Agreement In no matter shall Substantial Completion be achieved if the Premises is based upon LCZ's personal inspection not delivered in such condition that Tenant may obtain the CON, the LTACH License and the Accreditation. Prior to the taking of possession, Tenant and Landlord will prepare the Punchlist related to the Premises in the manner contemplated in the Work Letter attached hereto as Exhibit E. All Punchlist Items will be completed or corrected at the expense of Landlord if the Punchlist Items are part of Landlord’s Work under the Work Letter attached hereto as Exhibit E. Tenant’s taking of possession prior to the completion of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Punchlist Items shall not relieve Landlord from any obligation to complete any of Landlord’s Work to be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, performed by Landlord under the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation terms of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes Work Letter attached hereto as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.Exhibit E.

Condition of the Premises. LCZ hereby acknowledges that LCZ Tenant has personally examined inspected the Premises prior and agrees (a) to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of each portion of the Premises and not upon in the condition existing on the respective Rent Commencement Date "as is", but subject to Landlord's obligation to maintain the Premises as expressly provided herein, (b) that neither Landlord nor Landlord's agents have made any representation representations or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the usePremises or the Building except as expressly set forth herein, titleand (c) except for Landlord's Contribution described in Exhibit "C" attached hereto, conditionLandlord has no obligation to perform any work, code supply any materials, incur any expense or law compliance, make any alterations or occupation of improvements to prepare the Premises with respect to the physical or structural condition for Tenant's occupancy. Tenant's occupancy of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence any part of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-ISconclusive evidence, WHERE-IS" basis without any representations or warranties as against Tenant, that Tenant has accepted possession of any kindthe Premises in its then current condition and at the time such possession was taken, express or impliedthe Premises and the Building were in a good and satisfactory condition as required by this Lease. The parties agree Tenant agrees and acknowledges that CITY shall not be required to make or remove any improvements to the Premises. CITY it shall be released from responsible, at its sole cost and expense, for (i) ensuring that the core hardware to be installed on all responsibility doors within the Premises by Tenant shall be Building Standard lever-type where required by the Americans With Disabilities Act of 1990 (the "ADA"), (ii) bringing the toilet rooms within the Premises into compliance with the ADA, (iii) upgrading the lobby separation doors on each floor in accordance with applicable Requirements; and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation (iv) replacing ceiling tiles in any manner of any toxic or hazardous materials, substances or wastes accordance with Building Standards as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofreasonably established by Landlord.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Prior to the Commencement Date, Landlord will construct the tenant improvements in accordance with the terms of Exhibit “D”, Tenant Finish-Work, attached hereto. By occupying the Premises, Tenant shall be deemed to have accepted the Premises prior in their AS-IS condition as of the date of such occupancy, subject to entering into this Lease Agreementthe performance of punch-list items that remain to be performed by Landlord, if any. This Lease Agreement is based upon LCZ's personal Tenant shall execute and deliver to Landlord, either before the end of any Landlord and Tenant inspection of the Premises and on the Commencement Date, or if not upon any representation or warranties or conditions by CITY or CITY's agents. To done at that time within ten days after Landlord has requested same, a letter on Landlord’s standard form confirming (1) the extent such reports existCommencement Date, CITY shall provide any environmental, hazardous materials(2) that Tenant has accepted the Premises, and asbestos reports it (3) that Landlord has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties performed all of any kind whatsoever, either express or implied, its obligations with respect to the usePremises (except for punch-list items specified in such letter). Notwithstanding the foregoing, titleLandlord hereby warrants and represents to Tenant that the Premises, conditionthe Building and the common areas are in compliance with all laws, code or law compliancerules, or occupation regulations and ordinances, including, without limitation, all environmental laws and the Americans with Disabilities Act of the Premises with respect 1990 (ADA) and that Landlord shall be responsible thereafter for any legal requirements applicable to the physical or structural condition Building and all common areas. ASPEN GROWTH PROPERTIES – NET LEASE Subsequent to Tenant’s acceptance of the Premises, Tenant shall be responsible for the Premises' compliance cost of all work required to comply with the retrofit requirements of the Americans with Disabilities ActAct of 1990, and all rules, regulations, and guidelines promulgated thereunder, as the same may be amended from time to time, necessitated by any installations, additions, or with respect alterations made in or to the existence Premises at the request of or absence of toxic by Tenant or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability by Tenant’s use of the Premises or any portion thereof. Except to the extent otherwise provided (other than retrofit work whose cost has been particularly identified as being payable by Landlord in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility instrument signed by Landlord and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the PremisesTenant), regardless of where now located, and specifically waives any right to recovery thereofwhether such cost is incurred in connection with retrofit work required in the Premises.

Condition of the Premises. LCZ hereby acknowledges (a) As of the Delivery Date, the Common Areas of the Building shall be in compliance with all applicable governmental codes, laws and regulations, including the Americans with Disabilities Act of 1990, as amended as of such Delivery Date (the "ADA") and all Building systems will be in good operating order. The issuance of a valid Certification of Occupancy for the Building shall be conclusive evidence of Landlord's compliance with the foregoing requirements, except as to latent defects, and as to the completion of punchlist items. (However, any delay in the issuance of the same shall in no way imply that LCZ Landlord has personally examined not complied with the Premises prior to entering into this Lease Agreementforegoing requirements). This Lease Agreement is based upon LCZTenant's personal inspection acceptance of possession of the Premises and not upon (or any representation or warranties or conditions portion thereof), shall constitute an acknowledgement by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges Tenant: (a) that it has not been influenced had full opportunity to enter into this transactionexamine the Building, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, including the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition applicable portion of the Premises, and is fully informed, independently of Landlord or Landlord's Agents, as to the character, construction and structure of the Building and the Premises' compliance , and (b) except for latent defects (which shall be repaired by Landlord at Landlord's cost only in accordance with the Americans terms of subparagraph (b) below) and items expressly set forth in a timely punchlist delivered by Tenant to Landlord in accordance with Disabilities Actthe terms of subparagraph (b) below, or with respect to that Tenant accepts the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability applicable portion of the Premises or any portion thereof. Except to in accordance with the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition terms of the Premises, including environmental conditions, valuation, salability or utility of Lease and the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofExhibits thereto.

Condition of the Premises. LCZ hereby acknowledges that LCZ Prior to the commencement of any Improvements (as defined herein”), the Tenant may, at its sole cost and expense, undertake a complete environmental assessment to determine whether there is any evidence of an adverse environmental condition due to use, production, storage or release of hazardous materials (as defined in Section 12 below) in, on or around the premises. If any such adverse environmental condition is found to exist, Tenant has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection option of either undertaking a complete remediation of the Premises site as may be required by any federal, state, county or municipal agency, at Tenant’s sole cost and not upon expense or terminating this lease. Should the Tenant elect to terminate this lease, the Tenant shall be required to transfer and assign all its rights and interests in any representation and all permits, licenses or warranties approvals Tenant has pending or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding been issued through the Parks date of the termination and Recreation administration building the Tenant shall, without cost to Landlord, promptly execute and Ager Buildingdeliver any documents, including but not limited to plans, surveys and reproducible drawings, which shall not may be relied upon necessary to obtain or maintain said permits, licenses and approvals. The commencement by the Tenant of the construction of the Improvements as comprehensive in scope or accuracy. LCZ acknowledges defined herein constitutes an acknowledgement by the Tenant that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition undertaken a full and complete examination of the Premises, including, without limitation, any encumbrances, subsurface conditions, existing structures thereon, if any, the Premises' compliance with the Americans with Disabilities Act, presence of any asbestos or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, other Hazardous Materials (as defined in Section 12 below) located on, in or under or affecting the Premises and hereby disclaims any implied warranty regarding accepts the fitness for any particular purpose, quality or merchantability of same in the Premises same condition in which they or any portion thereof. Except to the extent part thereof now are, and except as otherwise expressly provided in this Lease AgreementLease, the Premises shall be leased waives all rights to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements object to the Premises. CITY shall be released from condition thereof and assumes all responsibility and liability risks in connection therewith, subject to LCZ regarding the condition provisions of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 12 below.

Condition of the Premises. LCZ hereby acknowledges that LCZ Tenant has personally examined inspected the Premises prior and agrees: (a) to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in the condition existing on the Commencement Date “as is”, and not upon (b) except for Landlord’s Contribution and except for Landlord’s Work and the Stairwell Work described in Exhibit C attached hereto, Landlord has no obligation to perform any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existwork, CITY shall provide supply any environmental, hazardous materials, and asbestos reports it has regarding incur any expense or make any alterations or improvements to prepare the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracyPremises for Tenant’s occupancy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties Tenant’s occupancy of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation part of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to LCZ be performed by Landlord under this Lease (subject to Punch-List Items), Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease. Notwithstanding the foregoing, Landlord shall make commercially reasonable efforts to obtain a customary one (1) year warranty on an "ASLandlord’s Work from the general contractor performing Landlord’s Work. Landlord shall enforce such warranty in a commercially reasonable manner on Tenant’s behalf. Landlord represents and warrants to Tenant that the Premises and Building Systems to the extent the same serve the Premises, are in good working order and condition upon delivery of possession of the Premises to Tenant and are, to Landlord’s actual knowledge, in compliance with applicable Requirements to the extent non-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required compliance would materially adversely affect Tenant’s ability to make or remove any improvements to operate its business in the Premises. CITY Nothing in this Article 4 shall be released from all responsibility deemed to limit Landlord’s repair and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation maintenance obligations set forth in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofSection 6.1 below.

Condition of the Premises. LCZ hereby acknowledges that LCZ Tenant has personally examined inspected the Premises prior and agrees (a) to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises (including all data cabling located therein) in the condition existing on the Commencement Date “as is”, and not upon (b) that except for the Initial Installments and Landlord’s Contribution, Landlord has no obligation to perform any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existwork, CITY shall provide supply any environmental, hazardous materials, incur any expense or make any alterations or improvements to prepare the Premises for Tenant’s occupancy; provided, however, Landlord shall ensure that on the Effective Date such cabling is in a neat and asbestos reports it has regarding orderly condition and shall complete such connections/terminals as may be necessary to ensure the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracyfunctionality thereof. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties Tenant’s occupancy of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation part of the Premises with respect shall be conclusive evidence, as against Tenant, that Tenant has accepted possession of the Premises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease, subject to any punch-list items that may still need to be completed per the Work Letter, as well as any repairs and/or retrofitting to the physical or structural condition existing Premises, including furniture, fixtures and equipment, as may be identified by the parties during a mutual walkthrough of the Premises, ; provided that Landlord covenants and agrees that on the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence date of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability Landlord’s tender of possession of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease AgreementTenant, the Premises shall be leased to LCZ on an "AS-ISin good working condition, WHERE-IS" basis without any representations or warranties of any kindincluding, express or implied. The parties agree that CITY shall but not be required to make or remove any improvements to limited to, the Premises. CITY shall be released from all responsibility roof and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofBuilding Systems.

Condition of the Premises. LCZ hereby acknowledges Landlord and Tenant acknowledge that LCZ Tenant has personally examined been occupying the Premises prior pursuant to entering into the Lease, and therefore Tenant continues to accept the Premises in its presently existing, "as is" condition, except as expressly set forth in this Lease AgreementAmendment. This Lease Agreement is based upon LCZSubject to the terms and conditions set forth herein, Landlord shall, on a one (1)-time basis at Landlord's sole cost and expense, perform the following work (the "Improvements") utilizing Building standard methods, materials and finishes: (i) replace the existing HVAC unit known as "AC1" with a reasonably comparable Building standard HVAC unit, and (ii) balance the existing HVAC system for the Premises in its current configuration. Tenant shall make no changes, additions or modifications to the Improvements or require the installation of any items requiring other than Building standard materials, components or finishes (it being expressly acknowledged and agreed that Landlord's obligations are limited to the performance of the Improvements as identified above). Tenant hereby agrees that the construction of the Improvements shall in no way constitute a constructive eviction of Tenant from the Premises nor entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant’s business arising from the performance of the Improvements, nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant’s personal inspection property or improvements resulting from the Improvements, or for any inconvenience or annoyance occasioned by the Improvements. Landlord hereby agrees that it shall use commercially reasonable efforts to perform (or cause to be performed) the Improvements in a manner designed to minimize interference with Tenant's use of the Premises and not upon any representation or warranties or conditions by CITY or CITYTenant's agentsbusiness operations. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises All Improvements shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties deemed Landlord's property under the terms of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofthis Lease.

Condition of the Premises. LCZ The parties hereto hereby acknowledges acknowledge and agree that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon shall be accepted by Assignee in its present "as-is" condition, and except as provided herein neither Landlord nor Assignor makes any representation representations or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, whatsoever with respect to the usePremises or the condition thereof; provided, titlehowever, conditionthat notwithstanding the foregoing, code or law compliance, or occupation Assignor agrees that prior to delivering possession of the Premises with respect to Assignee, Assignor shall, at Assignor's sole cost and expense, cause the following work to be completed in the Premises (collectively, the "Delivery Condition Work"); (a) Assignor shall remove Assignor's furniture, trade fixtures, furnishings and personal property from the Premises, and Assignor shall repair any damage to the physical structural components and/or mechanical/electrical/plumbing systems of the Building or structural exterior shell of the Building caused by such removal (and which mechanical/electrical/plumbing systems of the Building shall be in opera ting condition as of the Effective Date); (b) Assignor shall deliver the Premises to Assignee broom-clean. Assignee acknowledges that neither Landlord nor Assignor has investigated, and does not warrant or represent to Assignee, that the Premises are fit for the purposes intended by Assignee or for any other purpose or purposes whatsoever, and Assignee acknowledges that, other than Assignor's obligation to perform or cause to be performed the Delivery Condition Work, the Premises are to be leased to Assignee in their existing condition, i.e., "as-is", on and as of the Effective Date. Upon Assignor's delivery of possession of the Premises to Assignee, Assignee shall conduct a walk-through inspection of the Premises, at which time Assignee shall notify Assignor in writing of any Delivery Condition Work items which have not been completed, and Assignor shall promptly thereafter correct any such incomplete items, but such incomplete items (and the Premises' compliance with completion thereof) shall not affect the Americans with Disabilities Act, or with respect Effective Date which sha ll be determined pursuant to the existence or absence provisions of toxic or hazardous materialsSection 2.2 above. Assignee hereby agrees that, substances or wastes inexcept for the Delivery Condition Work, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness Assignee shall be solely responsible for any particular purposeand all actions, quality or merchantability repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreementaccordance with applicable laws, the Premises shall be leased to LCZ on an "AS-ISincluding, WHERE-IS" basis without any representations or warranties of any kindlimitation, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility governmental charges and liability to LCZ regarding the condition of the Premisesfees, including environmental conditionsif any, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that which may be incurred for the clean-up due or remediation payable to applicable authorities in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofconnection therewith.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ Tenant acknowledges that it has not been influenced and continues to enter into this transactionbe in possession of the Original Premises, nor has LCZ relied upon any warranties is familiar with the condition of the Original Premises and accepts the Original Premises in its presently existing, “as is” condition, with all faults and without representation, warranty or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties improvements by Landlord of any kind whatsoever. Tenant hereby agrees that the Additional Premises shall be taken “as is”, either express “with all faults”, “without any representations or impliedwarranties,” except as expressly provided in this Section. Tenant hereby acknowledges that it has had an opportunity to investigate and inspect the condition of the Additional Premises and the suitability of same for Tenant’s purposes, and Txxxxx 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 Additional Premises, the Building or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Additional Premises, the Premises' compliance with Building or the Americans with Disabilities Act, Project or with respect to the existence suitability of the Additional Premises, the Building or absence the Project for the conduct of toxic or hazardous Txxxxx’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Additional Premises and the Building in its decision to enter into this First Amendment and let the Additional Premises in an “as is” condition. Notwithstanding the foregoing, at Landlord’s sole cost and expense using Landlord’s standard industrial materials, substances or wastes inLandlord shall perform the following work in the Additional Premises (collectively, onthe “Landlord Work”): (i) install LED lighting in the Additional Premises; (ii) recarpet all carpeted floors in the office portion, under or affecting and install new floors in the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purposerestroom portion, quality or merchantability of the Premises or any portion thereofAdditional Premises; (iii) install illuminated Exit signs near exist doors of the Additional Premises; (iv) patch all holes in drywall in the Additional Premises; and (v) paint demising wall. Except Within five (5) days of Tenant’s receipt of Building standard samples for the carpet and flooring, Tenant shall make a selection in writing 4867-8975-9850, v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0 to the extent otherwise provided in this Lease AgreementLandlord. If Tenant fails to timely select such carpet and flooring, the Premises Tenant shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required have no further right to make or remove any improvements to such selection and Landlord may choose the Premises. CITY shall be released from all responsibility carpet and liability to LCZ regarding the condition of the Premisesflooring in its sole and absolute 4867-8975-9850, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the cleanv. 1 DocuSign Envelope ID: D0DC7079-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.A251-4FFF-9D21-A4082DCEC9D0

Condition of the Premises. LCZ hereby Tenant acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement it is based upon LCZ's personal inspection presently in possession of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation is fully aware of the Premises with respect to the physical or structural condition of the Premises. Tenant acknowledges that except as expressly provided above, the Premises' compliance with the Americans with Disabilities Act, Landlord shall not be obligated to refurbish or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting improve the Premises and hereby disclaims in any implied warranty regarding manner whatsoever or to otherwise provide funds for the fitness for any particular purpose, quality or merchantability improvement of the Premises or any portion thereof. Except to the extent otherwise provided in conjunction with this Lease AgreementAmendment, and Tenant hereby accepts the Premises shall be leased to LCZ on an "“AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, WHERE-IS" basis without neither Landlord nor any representations agent of Landlord has made any representation or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ warranty regarding the condition of the Premises, including environmental conditionsthe improvements, valuationrefurbishments, salability or utility alterations therein, or the Building or the Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Tenant’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Premises, nor the Building, nor the Project has 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 its suitability for any purpose whatsoever. LCZ agrees that it will lessor may not seek to recover prohibit the lessee or tenant from CITY any costs that may be incurred obtaining a CASp inspection of the subject premises for the clean-up occupancy or remediation in any 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 toxic or hazardous materialsrepairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, substances or wastes as may exist inLandlord and Tenant agree that (a) Tenant may, onat its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under or affecting California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, regardless the Building, or the Project identified by any such CASp inspection. Tenant shall reimburse Landlord upon demand, as Additional Rent, for any cost to Landlord of where now locatedperforming such alterations and repairs; provided, however, unless such repair or alterations relate solely to other alterations to the Premises which Tenant is obligated to, or elects to, remove upon the expiration or earlier termination of the Amended Lease (in which case Tenant shall simultaneously also remove any CASp-identified alterations and specifically waives repairs), Tenant shall have no obligation to remove any right repairs or alterations made pursuant to recovery thereofa CASp inspection under this Section.

Condition of the Premises. LCZ Landlord hereby represents and warrants to Tenant that, as of the date of Tenant's taking possession thereof: (a) the Premises and the Building are in good order and satisfactory condition, except for the matters on the punch list pursuant to Section 7 of the Work Letter Agreement, (b) the Premises and the Building are in compliance with all then-applicable law, and (c) all taxes, assessments, and other similar governmental charges levied on or attributable to the Building have been paid current. Tenant hereby acknowledges that LCZ Landlord has personally examined not made any representation or warranty with respect to the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection suitability or fitness of the Premises and not upon or the Building for the conduct of Tenant's Use or for any representation other purpose. No promise of Landlord to alter, remodel, repair or warranties or conditions by CITY or CITY's agents. To improve the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease AgreementPremises, the Purchase AgreementBuilding or the Project and no representation, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect respecting any matter or thing relating to the usePremises, titleBuilding, conditionProject or this Lease (including, code or law compliancewithout limitation, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance Building or the Project) have been made to Tenant by Landlord or its Broker or Sales Agent, other than as may be contained herein or in a separate Exhibit or addendum, attached hereto, signed by Landlord and Tenant. Landlord hereby represents and warrants to Tenant, that to the current knowledge of Landlord as of the date Landlord executes this Lease (defined as the actual current knowledge of Xxxxxx X. Xxxxx and/or Xxxxx Xxxxx, excluding constructive knowledge or duty of inquiry), except as disclosed to Tenant in Section 49 below, there is not any contamination, hazardous waste, or toxic substance in existence on or below the surface of the Property. Tenant acknowledges that Landlord has made disclosures regarding the environmental condition of the Property in Section 50 below, and that Tenant has reviewed such disclosures and is satisfied with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability environmental condition of the Premises Property. Notwithstanding the foregoing provisions of this Section 11, Landlord shall indemnify, defend and hold Tenant and each of Tenant's partners, shareholders, officers, directors, affiliates, successors and assigns free and harmless from any and all actions (including without limitation, remedial or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties enforcement actions of any kind, express administrative or impliedjudicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages, consultants', reasonable attorney's and experts' fees, court costs and amounts paid in settlement of any claims or actions, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, contamination of, or adverse effects upon, the environment, water tables or natural resources) liabilities or losses (excluding consequential damages) arising from the presence of the environmental contamination or hazardous materials on the Property which are described in Section 50 below. The parties agree Tenant acknowledges and agrees that CITY shall not be required to make or remove any improvements to the Premises. CITY nothing in this Section 11 relieves Tenant from its obligations under Section 22(a), which obligations include, without limitation, that Tenant shall be released liable for any releases of any hazardous materials resulting from all responsibility and liability to LCZ regarding the condition Tenant's operations of its business or occupancy of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Except as expressly set forth in this Lease and in the Work Letter attached hereto as Exhibit C, Lessor 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 Lessee shall accept the Premises prior in its “AS IS, WHERE IS” condition on the Lease Commencement Date. Notwithstanding anything to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection the contrary in the foregoing, Lessor shall deliver possession of the Premises to Lessee with all Building systems serving and not upon any representation or warranties or conditions by CITY or CITY's agentslocated therein (including standard ceiling lighting and electrical outlets) in good operating condition and working order. To Subject to the extent such reports existforegoing, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY Lessor makes no representation or warranties of any kind whatsoeverwarranty, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Building or the Project, the suitability of the Premises' compliance with , the Americans with Disabilities ActBuilding or the Project for Lessee’s particular use, or with respect to any other conditions that may affect Lessee’s use and enjoyment of the existence Premises, the Building or absence of toxic or hazardous materialsthe Project. Without limiting the foregoing, substances or wastes in, on, under or affecting neither the Premises nor the Common Areas have undergone inspection by a Certified Access Specialist (CASp) within the meaning of California Civil Code Section 1938, and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without Lessor is not providing any representations or warranties regarding whether the Premises or the Common Areas (or any portions thereof) meets all applicable construction-related accessibility standards. No construction conducted on, and/or development of, any adjoining property, whether or not performed or developed under the direction of Lessor or other persons, including any kindattendant noise and dust associated with such activity, express shall affect the obligations of Lessee under this Lease or impliedconstitute a constructive eviction or a breach of the covenant of quiet enjoyment. The parties agree that CITY shall not be required No rights to make any view or remove to light or air over any improvements other portion of the Project or any other property, whether belonging to Lessor or any other person, are granted to Lessee by this Lease or are deemed an appurtenance to Lessee’s use and/or occupancy of the Premises. CITY shall be released Lessor reserves from the leasehold estate hereunder, in addition to all responsibility other rights reserved by Lessor under this Lease: (i) all exterior walls and liability windows bounding the Premises and rights to LCZ regarding the condition use of the Premises, including environmental conditions, valuation, salability or utility roof of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now locatedBuilding, and specifically waives any right (ii) all space above the ceiling tiles (and commonly referred to recovery thereofas the “plenum”).

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Tenant shall continue to occupy the Premises prior in its then existing condition and state of repair, “AS IS”, and Landlord shall not be obligated to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises except as otherwise set forth in Exhibit B attached hereto. The Tenant Improvements (defined in Exhibit B) shall be installed in accordance with the terms, conditions, criteria and provisions set forth in Exhibit B attached hereto and not upon any representation or warranties or conditions other tenant work letter attached to the Lease. Tenant acknowledges and agrees that the Tenant Improvements shall be described in an Exhibit B to be attached hereto and shall be installed and constructed by CITY or CITY's agents. To Landlord in the extent Premises during the period of Tenant’s occupancy of the Premises; however the completion of such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Tenant Improvements therein shall not be relied upon as comprehensive in scope affect Tenant’s obligation to pay Rent and to perform all of Tenant’s covenants and obligations under the Lease. Tenant hereby expressly (i) agrees that Tenant shall have no right or accuracy. LCZ acknowledges that it has not been influenced claim to enter into this transactionany abatement, nor has LCZ relied upon any warranties offset or representations not set forth or incorporated in this Lease Agreement, other deduction of the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties amount of Rent payable by Tenant for the Premises due to the installation and construction of any kind whatsoeverof the Tenant Improvements (provided, either express however, this provision shall not affect Tenant’s rent abatement right provided in Section 7 below), (ii) grants Landlord access to any and all of the Premises to perform the Tenant Improvements, (iii) waives any rights or implied, claims Tenant may have at law or in equity with respect to any interference with Tenant’s conduct of its operations in and about the use, title, condition, code or law compliance, or occupation Premises during the pendency of the Premises work associated with respect the Tenant Improvements, (iv) agrees to not interfere, and to not allow any of Tenant’s agents, employees and representatives to interfere, with Landlord and its contractors, representatives and consultants in the physical or structural condition performance of the Premises, the Premises' compliance work associated with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability completion of the Premises Tenant Improvements, and (v) agrees that Tenant’s employees, agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, unreasonably interfere with Landlord or Landlord’s agents or representatives in performing any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for aforementioned work and any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofadditional work related thereto.

Condition of the Premises. LCZ hereby Tenant acknowledges and agrees that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection its possession of the Premises and not upon any representation or warranties or conditions by CITY or CITYduring the Extended Term, is a continuation of Tenant's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation possession of the Premises under the Lease. Tenant is familiar with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditionsand agrees to accept the Premises in their existing condition "AS IS", valuationwithout any obligation of Landlord to remodel, salability improve or utility alter the Premises, to perform any other construction or work of improvement upon the Premises, or its suitability for to provide Tenant with any purpose whatsoeverconstruction or refurbishing allowance; provided, however, Landlord shall construct certain Tenant Improvements in the Premises in accordance with the terms of Exhibit B attached hereto and incorporated herein. LCZ Tenant acknowledges and agrees that it the Tenant Improvements will be installed and constructed by Landlord in the Premises during the period of Tenant's occupancy of the Premises; however the completion of such Tenant Improvements therein shall not seek affect Tenant's obligation to recover from CITY pay Rent and to perform all of Tenant's covenants and obligations under the Lease. Tenant hereby expressly (i) agrees that Tenant shall have no right or claim to any costs that may be incurred abatement, offset or other deduction of the amount of Rent payable by Tenant for the clean-up or remediation in any manner Premises due to the installation and construction of any toxic of the Tenant Improvements, (ii) grants Landlord access to any and all of the Premises to perform the Tenant Improvements, (iii) waives any rights or hazardous materialsclaims Tenant may have at law or in equity with respect to any interference with Tenant's conduct of its operations in and about the Premises during the pendency of the work associated with the Tenant Improvements (except to the extent arising from the gross negligence or willful misconduct of Landlord), substances and (iv) agrees not to interfere, and not to allow any of Tenant's Representatives to interfere, with Landlord and its contractors, representatives and consultants in the performance of the Tenant Improvements, provided that reasonable and occasional requests for short term breaks (i.e., not more than a few hours) without construction noise, etc. in the event of special need (e.g., public earnings call in adjacent conference room or wastes as may exist inoutside visitors, onetc.) shall be deemed not to constitute interference hereunder. In the performance of the Tenant Improvements, under or affecting Landlord agrees to commence and diligently pursue the same to completion and to use commercially reasonable efforts not to materially interfere, and not to allow any of its contractors and agents to materially interfere, with Tenant's operations in and about the Premises. In the event Landlord does not complete the Tenant Improvements within thirty (30) days after the completion date for construction as set forth in an agreed upon schedule for construction (the "Outside Completion Date"), regardless so long as Tenant is not in default under the Lease, as more particularly described in Section 4 above, Tenant shall receive one (1) day free of where now located, and specifically waives any right Base Rent for each day beyond the Outside Completion Date that Landlord fails to recovery thereofso complete the Tenant Improvements.

Condition of the Premises. LCZ hereby acknowledges that LCZ Prior to the date of this Lease, Tenant has personally examined occupied the Premises prior pursuant to entering into the Existing Lease. Except as specifically set forth in this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of and in the Work Letters, and subject to Landlord’s obligations set forth in this Lease, Tenant shall occupy the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To accept the extent such reports existBuilding, CITY shall provide any environmentalincluding the base, hazardous materialsshell, and asbestos reports it has regarding core of (i) the Parks Premises and Recreation administration building (ii) the floor of the Building on which the Premises is located (collectively, the “Base, Shell, and Ager Building, which Core”) in their “AS-IS” condition as of the date of this Lease and Landlord shall not be relied upon as comprehensive in scope obligated to provide or accuracypay for any improvement work or services related to the improvement of the Premises. LCZ Tenant also acknowledges that it Landlord has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability the Building or utility the Real Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the PremisesCalifornia Civil Code, Landlord hereby advises Tenant that as of the date of this Lease neither the Premises nor the Building has 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 its suitability for any purpose whatsoever. LCZ agrees that it will lessor may not seek to recover prohibit the lessee or tenant from CITY any costs that may be incurred obtaining a CASp inspection of the subject premises for the clean-up occupancy or remediation in any 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 toxic or hazardous materialsthe CASp inspection, substances or wastes as may exist in, on, under or affecting the Premises, regardless payment of where now locatedthe fee for the CASp inspection, and specifically waives the cost of making any right repairs necessary to recovery thereofcorrect violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be performed by Landlord or Tenant, as determined by remaining provisions of this Lease and Work Letter, and, any and all such alterations and repairs to be performed by Tenant shall be performed in accordance with Article 8 of this Lease; provided Tenant shall have no obligation to remove any repairs or alterations made pursuant to a CASp inspection under this Section 1.3.

Condition of the Premises. LCZ hereby acknowledges that LCZ Except as expressly set forth above with respect to Landlord’s Work, Tenant has personally examined accepted the Premises prior in its “AS-IS” condition, subject to entering into this Lease Agreementall applicable Legal Requirements, and Landlord shall have no obligation to perform or pay for any repair or other work therein. This Lease Agreement is based upon LCZ's personal inspection Except as expressly set forth above with respect to Landlord’s Work, Landlord has made no representation or warranty as to the suitability of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To for the extent such reports exist, CITY shall provide any environmental, hazardous materialsconduct of Tenant’s business, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims Tenant waives any implied warranty regarding that the fitness Premises are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT, EXCEPT WITH RESPECT TO LANDLORD’S WORK AND UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be provided in this Lease, in no event shall Landlord have any obligation for any particular purpose, quality or merchantability of defects in the Premises or any portion thereoflimitation on its use. Except to the extent otherwise provided in this Lease Agreement, The taking of possession of the Premises shall be leased conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for Landlord’s Work and Latent Defects discovered before the Latent Defect Deadline, items that are Landlord’s responsibility hereunder and any Punch List items agreed to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or impliedin writing by Landlord and Tenant. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.17.4

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Upon the expiration of the Term, the Landlord will not be responsible for removing from the Premises prior any tenant improvements or alterations constructed by Tenant, nor for removing any of Tenant’s personal property, fixtures, or equipment, including the property to entering into be conveyed to Tenant pursuant to this Lease Agreementparagraph, and the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not removing such tenant improvements, alterations, or property. This Lease Agreement is based upon LCZ's personal inspection Upon the expiration or termination of the Premises Lease, unless Tenant and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existOwner enter into a direct lease agreement, CITY Tenant shall provide any environmentalremove all of its personal property, hazardous materialsfixtures, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of equipment from the Premises, and, if required by Landlord, shall remove all tenant improvements and alterations installed by Tenant. The Parties agree that the Premises' compliance with Owner’s instrument of consent to this Sublease will contain a provision stating that the Americans with Disabilities Act, or with respect Owner as Lessor agrees that if the Tenant fails to restore the Premises upon surrender to the existence or absence condition existing prior to Tenant making its Tenant Improvements, the Owner will not look to the Landlord for the cost of toxic or hazardous materialssuch restoration, substances or wastes inprovided, onhowever, under or affecting that if such instrument of consent does not contain such agreement from the Owner, then the Tenant will indemnify and hold the Landlord harmless from any claim made by the Owner against the Landlord for not restoring the Premises as required. Owner and hereby disclaims any implied warranty regarding Landlord agree that upon the fitness for any particular purpose, quality expiration or merchantability termination of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease AgreementTerm, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY Tenant shall not be required to make or remove any tenant improvements or alterations that were existing in the Premises as of the Commencement Date, nor to repair any reasonable wear and tear or damage caused by casualty or condemnation. By this Lease, Landlord hereby conveys to Tenant for $1.00 all of Landlord’s furniture, fixtures, and equipment in the Premises, which Landlord shall leave in the Premises. CITY Tenant agrees to accept such furniture, fixtures, and equipment “AS IS”, “Where Is,” and with no warranties or representations of any kind, except that Landlord shall be released from all responsibility convey such property free of any liens or claims by third parties, and liability to LCZ regarding the condition Tenant will pay the cost of disposing of any of the Premisesfurniture, including environmental conditionsfixtures, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees and equipment that it will elects not seek to recover from CITY any costs that may be incurred for the clean-up keep or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofsell.

Condition of the Premises. LCZ hereby (a) Tenant acknowledges that LCZ has personally examined Landlord is delivering the Premises prior to entering into this Lease Agreement. This Lease Agreement Tenant on the Delivery Date, and Tenant is based upon LCZ's accepting the Premises on the Delivery Date, in “as-is” condition without representation or warranty by Landlord, and Landlord shall have no obligation to perform any work or construction to the Premises, other than Landlord’s obligation to deliver the Premises to Tenant on the Delivery Date (i) free of all tenants, occupants and personal inspection property (including, without limitation, free of Kaspersky’s occupancy), (ii) with the Premises fully demised and in compliance with Applicable Laws, (iii) with all Building Systems (as defined below) serving the Premises in good working order, condition and repair (including, without limitation, the so-called “variable air volume” boxes that are part of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To HVAC (as defined below) system serving the extent such reports exist, CITY shall provide any environmental, hazardous materialsPremises), and asbestos reports it (iv) subject to an SNDA (as defined in Section 17.1 below) which has regarding been executed by Landlord and the Parks current Holder (as defined in Section 17.1 below) of the Mortgage (as defined in Section 17.1 below) encumbering the Building and Recreation administration building and Ager Buildingdelivered to Tenant (the satisfaction of clauses (i) through (iv) hereinabove, which shall not be relied upon as comprehensive in scope or accuracythe “Delivery Condition”). LCZ Tenant acknowledges that it has not been influenced inspected the Premises and Common Facilities of the Building and has found the same satisfactory subject to enter into Landlord’s obligation to satisfy the Delivery Condition. All terms and conditions of this transactionLease, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreementother than the obligation to pay Rent (which shall commence on the Rent Commencement Date), shall be applicable to the Purchase AgreementPremises from and after the Effective Date. Notwithstanding the foregoing, Operating Agreementfrom and after the Term Commencement Date, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, Tenant shall pay for electricity with respect to the usePremises as set forth in Section 10.2(b) hereof and other building services consumed and/or requested by Tenant during any such period, titleincluding without limitation, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of HVAC services for the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

Condition of the Premises. LCZ hereby Tenant expressly understands and agrees and acknowledges that LCZ has personally examined the Premises prior to entering into Landlord would not have entered this Lease Agreementor acquired the Demised Premises without the express provisions of this Paragraph 2.2. This Lease Agreement It is based upon LCZ's personal inspection of understood that the Demised Premises and not upon any representation all improvements and fixtures (including, without limitation, the Building) shall be delivered "AS IS" in their present condition and with all faults, whether latent or warranties patent, foreseeable or conditions by CITY or CITY's agentsunforeseeable. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Landlord shall not be relied upon liable for any latent or patent defects in the Demised Premises, except any defects created after the date hereof due solely to an act of Landlord, Landlord's employees, agents or contractors. Tenant acknowledges that neither Landlord nor any of its representatives, employees, officers, directors, shareholders, trustees, members, partners, counsel or agents has made any representations or warranties as comprehensive in scope to the physical condition, state of repair, tenancy, income, expenses or accuracyoperation of the Demised Premises. LCZ Tenant acknowledges that it has not been influenced to enter into this transactionrelied on any representations, nor has LCZ relied upon any warranties or representations not set forth or incorporated "broker set-ups" in this Lease Agreement, its decision to lease the Purchase Agreement, Operating Agreement, or otherwise previously made Demised Premises in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance accordance with the Americans terms hereof and also acknowledges that Tenant is intimately familiar with Disabilities Actthe Demised Premises due to its previous ownership and occupancy of same. In particular, or with respect except as herein specifically set forth, Landlord is unwilling to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without make any representations or warranties in respect of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to (i) the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the physical condition of the Demised Premises (including, without limitation, in respect of the presence, non-presence or condition of hazardous, toxic or other environmentally sensitive materials or substances), (ii) the compliance or non-compliance of the Demised Premises with applicable laws (including, without limitation, those relating to the protection of the environment or the safety of employees or workers), (iii) the revenues, income or expenses of the Demised Premises, including environmental conditions, valuation, salability (iv) the adequacy or utility inadequacy of the utilities, if any, provided to the Demised Premises, (v) the zoning of the Demised Premises or (vi) any other matter concerning the Demised Premises. Tenant acknowledges the foregoing and warrants and represents that it (or its suitability for any purpose whatsoever. LCZ agrees principal officers if Tenant shall be an entity) has had sufficient time and opportunity to inspect the Demised Premises and other matters deemed important to Tenant, that it will not seek (or its principal officers if Tenant shall be an entity) is experienced in owning real property similar to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Demised Premises, regardless that it is represented by advisors and counsel of where now located, its choosing and specifically waives any right that Tenant is intimately familiar with the Demised Premises due to recovery thereofits previous ownership of same.

Condition of the Premises. LCZ Tenant hereby acknowledges that LCZ has personally examined accepts the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of (including the Current Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive Fourth Amendment Expansion Premises) in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "its existing “AS-IS”, “WHERE-IS" basis without any representations ” and “WITH ALL FAULTS” condition and Landlord shall have no obligation whatsoever to refurbish or warranties otherwise improve the Premises throughout the remainder of any kindthe Term of the Lease, express or impliedas extended by the Third Extension Term; provided, however, Landlord hereby agrees to perform, at Landlord’s cost: (i) Landlord’s Preparatory Work as described in Paragraph 3 of this Fourth Amendment; and (ii) the Fourth Amendment Improvements (defined in the attached Exhibit B) in accordance with and subject to the terms and conditions of the Work Letter attached hereto as Exhibit B and incorporated herein for all purposes. The parties In addition, Landlord hereby agrees to install, at Tenant’s sole cost and expense, a card-key access system to the restrooms on the second (2nd) floor of Building 4 that is compatible with the current card-key system. Except as set forth herein, Landlord and Tenant acknowledge and agree that CITY shall not be required to make any tenant improvement allowance(s) or remove any improvements to the Premises. CITY shall Premises required to be released from all responsibility provided by Landlord under the Lease, including, without limitation, those set forth in Paragraph 6 and liability to LCZ regarding the condition Exhibit A of the PremisesThird Amendment, including environmental conditions, valuation, salability or utility Paragraph 8 and Exhibit C of the PremisesSecond Amendment, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for Exhibit B of the clean-up or remediation First Amendment and Exhibit B of the Original Lease, have been completed and/or satisfied in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereoftheir entirety.

Condition of the Premises. LCZ hereby Sub-Subtenant acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection as of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existCommencement Date, CITY Sub-Subtenant shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition of have inspected the Premises, the Premises' compliance with the Americans with Disabilities Actand every part thereof, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting and by taking possession shall have acknowledged that the Premises is in good condition and hereby disclaims any implied warranty regarding the fitness for any particular purposewithout need of repair, quality or merchantability of and Sub-Subtenant accepts the Premises “as is”, Sub-Subtenant having made all investigations and tests it has deemed necessary or any portion thereof. Except desirable in order to the extent otherwise provided in this Lease Agreement, the Premises shall be leased establish to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding its own complete satisfaction the condition of the Premises, including environmental conditions, valuation, salability or utility . Sub-Subtenant accepts the Premises in their condition existing as of the PremisesCommencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Premises and any covenants or restrictions of record. Sub-Subtenant acknowledges that neither Sub-Sublandlord nor Master Landlord have made any representations or warranties as to the condition of the Premises or its present or future suitability for Sub-Subtenant’s purposes. Notwithstanding the foregoing, Sub-Sublandlord shall deliver the Premises to Sub-Subtenant with the 0000 Xxxxx Xxxxxxxx Xx. Xxxxxxx Xxxxxxxx, Xxx. Xxx Xxxxx, XX building systems servicing the Premises in good working condition, including, but not limited to, the HVAC, electrical, plumbing and lighting to the extent that Sub-Sublandlord is responsible to maintain such building systems under the Master Sublease and to the extent that the condition of such building systems is not Sub-Sublandlord’s obligation under the Master Sublease, Sub-Sublandlord shall have no obligation to repair any purpose whatsoeversystems which are not in good working condition. LCZ agrees In the event that it will maintenance and repair of such building system was Sub-Sublandlord’s obligation under the Master Sublease prior to the Effective Date, then provided that Sub-Subtenant notifies Sub-Sublandlord within thirty (30) days following the date Sub-Sublandlord delivery of possession of the Premises to Sub-Subtenant that such systems are not seek in good working condition, Sub-Sublandlord shall perform such maintenance and repair to recover from CITY any costs that may be incurred for the cleanextent Sub-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, Sublandlord was so required under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofMaster Sublease.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges Tenant agrees that it has not been influenced accepted, and will continue to enter into this transactionaccept the Premises in its “as is, nor has LCZ relied upon where is, with all faults” condition, and without any warranties express or implied representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever(including, either express without limitation, any warranties of merchantability, fitness or impliedhabitability). No agreement of Landlord to alter, with respect to the useremodel, titledecorate, condition, code clean or law compliance, or occupation of improve the Premises (or to provide Tenant with respect to any credit or allowance for the physical same) has been made by or structural condition on behalf of the PremisesLandlord or relied upon by Tenant, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ no representation regarding the condition of the Premises, including environmental conditions, valuation, salability Premises or utility the suitability of the Premises for Tenant’s proposed use thereof have been made by or on behalf of Landlord or relied upon by Tenant. Notwithstanding the foregoing, Landlord shall provide Tenant with an improvement allowance of up to $259,675.00 ($5/RSF) (the “TI Allowance”) for improvements to the Premises; provided, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek however, up to recover from CITY any costs that $103,870.00 ($2/RSF) of the TI Allowance may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materialsused to offset base Rent. If not used prior to April 1, substances or wastes as may exist in2012, on, under or affecting the Premises, regardless of where now located, and specifically waives any Tenant shall have no further right to recovery thereofthe TI Allowance. The TI Allowance may be used by Tenant for expenses incurred after February 1, 2011 relating to any Landlord-approved Tenant improvement project. Tenant may apply the TI Allowance to construction costs, architectural fees, design, engineering and consulting fees, moving expenses, equipment, trade fixtures, wiring/cabling and/or signage. Tenant shall present Landlord with invoices, evidence of payment, lien waivers and other customary documentation and after satisfactory review thereof Landlord will reimburse Tenant the expended portion of the TI Allowance. Landlord shall not charge Tenant any overhead or contractor supervision fees in connection with a Landlord-approved Tenant improvement project.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined Landlord leases to Tenant and Tenant leases from Landlord the Premises in their “AS IS, WHERE IS, WITH ALL FAULTS” condition with no representations or warranties whatsoever and on the terms and conditions set forth in this Lease. By affixing its initials below, Tenant acknowledges and agrees that: (i) immediately prior to entering the effectiveness of this Lease Tenant or an affiliate of Tenant owned and occupied the Premises; (ii) Tenant has knowledge of the Premises; (iii) in connection with entry into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises and not upon any representation Lease, no representations have been or warranties are made by Landlord or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreementby Tenant, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or impliedresponsibility assumed by Landlord, with respect to the usePremises (including, titlewithout limitation, condition, code the Storage Tank and Dispenser System) or law compliancetheir operations, or occupation of the Premises with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Except to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premises, including environmental conditions, valuation, salability or utility repair of the Premises, or its suitability for as to any purpose whatsoever. LCZ agrees that it will not seek fact, circumstance, thing or condition which may affect or relate to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless except as specifically set forth in this Lease; (iv) the Premises are leased in their “AS IS, WHERE IS, WITH ALL FAULTS” condition as of where now locatedthe Commencement Date; and (v) other than as specifically set forth in this Lease, Landlord shall have no obligation to alter, restore, improve, repair or develop the Premises, and specifically waives further shall have no obligation to remove therefrom any right to recovery thereof.items of personal property, or other trade fixtures or equipment which may be located at the Premises. Tenant’s Initials