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 (a) The parties acknowledge that Tenant is currently in occupancy of the Original Premises, has inspected the same and the Building and is fully familiar with the physical condition thereof and Tenant agrees to accept the Original Premises at the Extended Term Commencement Date in its then “as is” condition. Tenant acknowledges and agrees that LCZ Landlord shall have no obligation to do any work in or to the Original Premises in order to make it suitable and ready for continued occupancy and use by Tenant. (b) Tenant acknowledges and agrees that: (i) it has personally examined inspected the Premises prior Additional Space, is fully familiar with the physical condition thereof and agrees to entering into accept possession of the Additional Space in its then “as-is” condition as of the A.S. Commencement Date and (ii) Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant, except to the extent expressly provided for in this Lease Article 3. 3.02 Landlord shall perform Landlord’s Work (as hereinafter defined) at its sole cost and expense provided, however, that Tenant shall pay to Landlord the sum of $10,000.00 towards the cost of such work upon execution of this Agreement. This Lease Agreement is based upon LCZ's personal inspection Landlord shall perform the work set forth on the plans annexed hereto and made a part hereof as Exhibit B (“Landlord’s Work”) in a building standard manner using building standard materials in compliance with all Applicable Laws with reasonable dispatch, subject to delay by causes beyond Landlord’s control or by the action or inaction of Tenant; provided, however, that Tenant acknowledges and agrees that (a) Landlord’s Work will be performed during normal business hours (unless Landlord, in its sole discretion, elects otherwise) while Tenant remains in occupancy of the Original Premises and such work shall not constitute an eviction of Tenant in whole or in part, constructive or actual, and shall not be a ground for any abatement of rent and shall not impose liability on Landlord by reason of any inconvenience, injury to Tenant’s business or otherwise, (b) in order to facilitate the performance by Landlord of Landlord’s Work without delay and/or additional expense to Landlord, Tenant shall promptly upon any representation or warranties or conditions by CITY or CITY's agents. To Landlord request and at Tenant’s sole cost and expense relocate to other areas of the extent such reports exist, CITY shall provide any environmental, hazardous Original Premises all materials, personalty, furnishings, personal property, fixtures, trade fixtures and asbestos reports it has regarding equipment presently located in the Parks Conference Room as reasonably designated by Landlord, (c) until the completion of Landlord’s Work, Landlord, and/or its designated agents, shall be permitted to access the Original Premises and Recreation administration building take all materials and Ager Buildingequipment into the Original Premises that may be required for the performance of any portion of Landlord’s Work, and (d) Landlord, and/or its designated agents, shall perform Landlord’s Work in reasonable coordination with any work being performed in the Original Premises by or on behalf of Tenant; provided, however, that Tenant and/or Tenant’s designees shall not interfere with or delay the performance of Landlord’s Work or increase the cost for Landlord, and/or its designated agents, to perform the same. Tenant acknowledges and agrees that the performance of Landlord’s Work is expressly conditioned upon compliance by Tenant with all the terms and conditions of the Lease, including payment of Rent. 3.03 Any changes in or additions to Landlord’s Work, which shall not be relied upon as comprehensive in scope (a) requested by Tenant or accuracy. LCZ acknowledges that it has not been influenced Tenant’s designated agents, (b) consented to enter into this transactionby Landlord, 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 and (c) 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 Premisesby Landlord, or its suitability agents, shall be paid for any purpose whatsoeverby Tenant promptly when billed at the net additional out of pocket cost to Landlord plus 5% for overhead. LCZ agrees that it will not seek Any further changes in or additions to recover from CITY any costs that may the Additional Space after Landlord’s Work has been completed, which shall be incurred for the clean-up (a) requested by Tenant 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.Tenant’s designated agents,

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 (a) Except 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 expressly provided in this Lease Agreementparagraph (b) below, the Premises shall be are being leased to LCZ on an "AS-in their current condition AS IS, WHERE-IS" basis without any representations or warranties of any kindWITHOUT REPRESENTATION OR WARRANTY by Landlord, express or implied. The parties agree and that CITY Landlord shall not be required to make perform any work or remove improvements, or pay any improvements allowance or amount on account thereof except as hereinafter specifically provided, to prepare the Premises for Tenant’s use. Tenant has made the necessary investigations to determine that Tenant’s proposed use of the Premises is permitted under applicable codes and ordinances. Tenant acknowledges that it has inspected the Premises and the common areas of the Condominium, and has found the same to be satisfactory for their intended uses. (b) Landlord agrees, at its sole cost and expense, to create two (2) openings with lockable doorways between the Premises and Landlord’s Units (one doorway opening and door on each of the ground floor and the lower level), substantially as shown on Exhibit A, attached hereto. Landlord shall also install a “card-swipe” or keypad (or comparable) locking devices so as to enable Tenant’s employees to have access to the restrooms and kitchenette located in Landlord’s Units, and to enable Landlord’s employees to have access to the conference room located in the Premises, all as described above. Such work is referred to as “Landlord’s Work.” Landlord shall commence Landlord’s Work (including without limitation obtaining necessary permits or approvals) promptly upon full execution and delivery of this Lease and payment by Tenant of the Basic Rent and Security Deposit described above. Landlord’s Work will be deemed substantially completed when the same has been completed except for minor items of work (and adjustments, fittings and the like) that can be installed subsequently without material interference with Tenant’s operations in the Premises. CITY After the Commencement Date, Tenant shall afford Landlord reasonable access to the Premises for finishing such Landlord’s Work. (c) From and after the execution and delivery of this Lease, Tenant and its agents and contractors shall have access to the Premises for the purpose of installing Tenant’s data and telecommunication equipment and furniture (but not for the conduct of Tenant’s business). Tenant shall immediately cease such early access activities upon notice from Landlord that the same is interfering with the completion of Landlord’s Work. Tenant shall not be required to pay Basic Rent or additional rent solely on account of such access. The provisions of Section 10.1 shall be released from all responsibility in full force and liability effect with respect to LCZ regarding the condition period of the Premises, including environmental conditions, valuation, salability or utility of the Premises, any such access by Tenant 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 agents 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 thereofcontractors.

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 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 6.1 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 taken the Premises in its present condition upon “As Is” and that the Premises are suitable for its needs and for the Lease Purpose, subject as provided in clause 5.1 above and that on the date of the execution of this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase AgreementAdaptation Works which the Lessor is required to effect as will be agreed between the parties, Operating Agreementhave yet to be executed. The Lessee undertakes to keep the Premises and the condition thereof in good order and may not make therein any modifications, repairs or additions whatsoever whether internal or external (hereinafter – “Modifications and Additions”) unless it first receives the written consent of the University and the JIZMD, and after receiving all of the permits that are required to do so, by law. 6.2 Without derogating from the foregoing, if the Lessee will make in the Premises Modifications or Additions, the University and/or the JIZMD will have the right and the option, at their sole discretion, to demand the removal thereof and restoration of the Premises to their former condition, all at the Lessee’s expense, or take the Premises together with the Modifications and the Additions, and the latter will become the full property of the University. The University and/or the JIZMD will notify the Lessee of their choice in accordance with the foregoing, on the date on which they approve the Modifications and the Additions. The Lessee will have no claim or demand against the University and/or the JIZMD in respect of the Modifications and the Additions and/or in respect of its investment therein, unless otherwise previously made agreed in advance in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect to This clause is a principal term and 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 breach thereof 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 thereofconstitute a fundamental breach.

Condition of the Premises. LCZ hereby acknowledges Tenant(s) agree to: (1) keep the premises clean and sanitary and in good repair, and upon termination of the tenancy, to return the premises to Landlord in a condition identical to that LCZ has personally examined which existed when Tenant(s) took occupancy, except for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in and about the premises of which they become aware; and (3) reimburse Landlord, on demand by Landlord, for the cost of any repairs to the Premises damage by Tenant(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to entering into this Lease Agreementthe move in date. This Lease Agreement is based upon LCZ's personal inspection of Tenant shall make amenable efforts to schedule a time with Landlord to meet at 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 order 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 transfer possession of the Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by Tenant(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in excess of 10 gallons (collectively referred to hereafter as “Pets”), are allowed on the Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or without cause, by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the Premises' compliance with , whether such pets belong to Tenant(s) or to any other person. The presence of any pets as to which written permission has not been given and is not currently in force, even if such pets are “just visiting,” shall be deemed a material and incurable breach of this Lease and shall be cause for the Americans with Disabilities Act, service of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or with respect service animals. A disabled individual who requires an animal in order to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises be able to use and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of enjoy the Premises or any portion thereof. Except to the extent otherwise provided in this Lease AgreementProperty should contact Landlord, before bringing 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 animal onto the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoeverand request an accommodation to this Lease provision. LCZ agrees that it All accommodation requests will not seek to recover from CITY any costs that may be incurred for the clean-up or remediation processed in any manner of any toxic or hazardous materials, substances or wastes as may exist in, onaccordance with applicable laws. None. ______________________________________________________, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereoffollowing conditions: __________________________________________________________________________________.

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 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 inspected the Premises and common areas of the Building and (subject to completion of Landlord’s Work) has found the same satisfactory for their intended uses. Promptly upon the execution and delivery by Landlord and Tenant of this Lease, 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 ▇▇▇▇▇▇▇ 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 responsible for obtaining any building or other similar permits necessary to perform Landlord’s Work. Landlord shall perform Landlord’s Work at Landlord’s expense, provided that the cost of any changes requested by Tenant (if approved by Landlord, which approval will not been influenced be unreasonably withheld, delayed or conditioned) after the date hereof shall be 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 enter into this transactionSubstantially Complete Landlord’s Work on or before April 1, nor has LCZ relied upon any warranties or representations not 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 incorporated in this Lease Agreementcabling for Tenant’s information systems or tel-data equipment or Tenant’s furniture, trade fixtures or equipment, all of which shall be installed by Tenant at its expense. In the Purchase Agreement, Operating Agreement, event that Landlord has not delivered the Premises substantially complete within fifteen (15) days after the Target Date (as the same may be extended by force majeure or otherwise previously made in writing. CITY makes no representation or warranties by reason of any kind whatsoeverTenant Delay), either express 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 impliedbefore May 15, 2015 (as the same may be extended by force majeure or by reason of any Tenant Delay), then 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, 2015. (b) Landlord’s Work shall be deemed substantially complete and the Premises ready for occupancy on the first day (the “Substantial Completion Date”) as of which (i) Landlord’s Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with respect to the use, title, condition, code or law compliance, or occupation Tenant’s use of the Premises with respect (i.e. so-called “punch list” items), and (ii) Landlord has obtained a certificate of occupancy from the Town of Wilmington (or, if a certificate of occupancy has not been issued, then Landlord has obtained reasonable evidence that all requirements for a certificate of occupancy have been satisfied and that the same will be issued in the ordinary course), and (iii) Tenant has been given written notice thereof. Landlord shall complete “punch list” items as soon as conditions reasonably permit after the Substantial Completion Date and Tenant shall afford Landlord access 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. such purposes. (c) Except to the extent otherwise provided to which Tenant shall have given Landlord notice, not later than ninety (90) days after the Term Commencement Date, of respects in which Landlord has not performed Landlord’s Work, Tenant shall have no claim that Landlord has failed to perform any of Landlord’s Work. (d) If any delay shall occur in the Substantial Completion Date as a result of: (i) any request by Tenant that Landlord delay the commencement or completion of Landlord’s Work for any reason; (ii) any change by Tenant in the Layout Plan or in Landlord’s Work after the date hereof; (iii) any other act or omission of Tenant or its officers, agents, servants or contractors; or (iv) any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in this Lease Agreement, paragraph (d) and the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties fitting 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.such Landlord’s Work back into such schedule;

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 ▇▇▇▇▇▇’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 ▇▇▇▇▇▇’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 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 prior to the Non-Compliance Outside Date, Landlord shall have no obligation to perform the work described above (but such release of such obligation shall not relieve Landlord of its other obligations under this Lease). (B) Notwithstanding the foregoing, Landlord shall make or remove any improvements to the Premises. CITY shall be released from all responsibility Premises as described in the Work Letter attached as Exhibit C 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 thereofmade a part hereof.

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 Tenant acknowledges that LCZ Landlord has personally examined made no representation or promise as to the condition of the Expansion Premises. Landlord shall not perform any alterations, additions, or improvements in order to make the Expansion Premises suitable for Tenant. Tenant further acknowledges that it is currently in possession of the Existing Premises and is fully familiar with the physical condition thereof as well as the condition of the Expansion Premises and accepts both the Existing Premises and Expansion Premises “AS IS.” Landlord shall not be liable for any latent or patent defect in the Expansion Premises. a. Tenant shall, at its sole cost and expense, perform all work necessary or desirable in connection with Tenant’s occupancy of the Expansion Premises and the Existing Premises (collectively, the “Expansion Premises Improvements”). Tenant shall furnish to Landlord, for Landlord’s written approval, plans and specifications for the Expansion Premises Improvements, showing a layout, lighting plan, fixture plan, interior finish and material samples, signage plan, and any work to be done or equipment to be installed by Tenant affecting any structural, mechanical, or electrical portion of the Premises or the Building. The plans and specifications will be prepared by a licensed architect and the electrical and mechanical plans will be prepared by a licensed professional engineer. The plans and specifications shall comply with all applicable laws, ordinances, directives, rules, regulations, and other requirements imposed by any and all governmental authorities having or asserting jurisdiction over the Expansion Premises and the Existing Premises. Landlord shall review the plans and specifications and either approve or disapprove them, in Landlord’s sole discretion, within a reasonable period of time not exceeding five (5) business days from receipt by Landlord thereof. The Expansion Premises Improvements shall be constructed by a licensed general contractor selected and paid by Tenant and approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed. Tenant shall cooperate as reasonably necessary so that its general contractor will cause the Expansion Premises Improvements to be completed promptly and with due diligence. The Expansion Premises Improvements shall be performed in accordance with the plans and specifications as approved by Landlord and shall be done in a good and workmanlike manner using new materials. All such work shall be done in compliance with all other applicable provisions of the Lease and with all applicable laws, ordinances, directives, rules, regulations, and other requirements of any governmental authorities having or asserting jurisdiction over the Premises, and Tenant shall, prior to the commencement of any such work, at its sole cost and expense, obtain and exhibit to Landlord all building and/or other governmental permits required in connection with such work. Prior to the commencement of any work by Tenant, Tenant shall furnish to Landlord a certificate of insurance in accordance with the requirements set forth in the Lease. Any damage to any part of the Premises Building which occurs as a result of the Expansion Premises Improvements shall be promptly repaired by Tenant. b. Provided Tenant shall not be in default under the terms of the Lease as hereby amended beyond any applicable notice, grace and cure periods, Landlord shall pay an improvement allowance equal to the lesser of (i) the actual cost of the Expansion Premises Improvements (including Soft Costs, as defined in the Lease) and any other costs relating to Tenant's relocation, or (ii) the product of the Rentable Area of the Expansion Premises (11,235 rentable square feet) and $40.00 (i.e. $449,400.00) (the " Expansion Premises Improvements Allowance"), as partial payment for the costs of the Expansion Premises Improvements. Tenant may apply the Expansion Premises Improvements Allowance towards Soft Costs (as defined in the Lease) at either the Expansion Premises or the Existing Premises. Landlord’s payment of the Expansion Premises Improvements Allowance to Tenant is conditioned upon (a) Landlord’s receipt and approval of copies of verifiable paid invoices from the parties performing the work and/or the space planning in connection with the Expansion Premises Improvements and/or the Tenant Improvements to the Existing Premises, and, (b) if required by Landlord, final contractor's affidavits and final lien waivers from Tenant’s contractors, subcontractors and others supplying materials for and performing the work in any portion of the Premises for Tenant. The Expansion Premises Improvements Allowance, or the applicable portion thereof, shall be paid to Tenant within thirty (30) days of Tenant’s delivery of all of the required invoices and any applicable lien waivers to Landlord. Tenant shall be responsible for all costs associated with the design and construction of the Expansion Premises Improvements over and above the Expansion Premises Improvements Allowance. Any portion of the Expansion Premises Improvement Allowance which is not applied by December 31, 2017 shall be retained by Landlord, and no credit shall be given to Tenant for any such unused portion thereof. Landlord shall assess a construction management fee from the Tenant in the amount of three percent (3%) of the Expansion Premises Improvements Allowance in connection with Landlord’s supervision of the Expansion Premises Improvements, which shall be paid from the Expansion Premises Improvements Allowance. Within thirty (30) days after the Expansion Premises Improvements have been substantially completed, Tenant shall promptly deliver to Landlord a copy of the certificate of occupancy issued by the appropriate governmental authority. c. At Landlord's option, if Landlord receives notice that a lien has been filed with respect to the Expansion Premises Improvements, the Expansion Premises Improvements Allowance, or any portion thereof, may be paid by Landlord directly to the general contractor performing the Expansion Premises Improvements or to any lienor giving notice as defined in the Florida Construction Lien Law. d. Tenant shall never, under any circumstances, have the power to subject the interest of Landlord in the Premises, the Building, or the Land (hereinafter defined) to any mechanic’s, materialmen’s, or construction liens of any kind. In order to comply with the provisions of Chapter 713.10, Florida Statutes, it is specifically provided that neither Tenant nor anyone claiming by, through or under Tenant, including, but not limited to, contractors, subcontractors, materialmen, mechanics and/or laborers, shall have any right to file or place any mechanics’, materialmen’s or construction liens of any kind whatsoever upon the Premises, the Building, the Land, or improvements thereon, and any such liens are hereby specifically prohibited. All parties with whom Tenant may deal are put on notice that Tenant has no power to subject Landlord’s interest to any mechanics’, materialmen’s or construction lien of any kind or character, and all such persons so dealing with Tenant must look solely to the credit of Tenant, and not to Landlord’s interest or assets. IN ADDITION, THE INTEREST OF LANDLORD IN THE PREMISES, THE BUILDING, AND THE LAND SHALL NOT BE SUBJECT TO LIENS FOR IMPROVEMENTS TO THE PREMISES, THE BUILDING, AND/OR THE LAND MADE BY TENANT, NOTWITHSTANDING ANY APPROVAL BY LANDLORD OF ANY CONTRACT(S) WITH ANY CONTRACTOR(S), AND/OR LANDLORD’S APPROVAL OF ANY SUCH IMPROVEMENT(S) AND/OR PLANS. PRIOR TO ENTERING INTO ANY CONTRACT FOR THE CONSTRUCTION OF ANY ALTERATION OR IMPROVEMENT, TENANT SHALL NOTIFY THE CONTRACTOR MAKING IMPROVEMENTS TO THE PREMISES, THE BUILDING AND/OR THE LAND OF THE FOREGOING PROVISION, AND TENANT’S KNOWING OR WILLFUL FAILURE TO PROVIDE SUCH NOTICE TO THE CONTRACTOR SHALL RENDER THE CONTRACT BETWEEN TENANT AND THE CONTRACTOR VOIDABLE AT THE OPTION OF THE CONTRACTOR. Simultaneously with the Landlord’s and Tenant’s execution of this Lease, but in no event, later than the filing of any notice of commencement against the Premises, Tenant agrees to execute and deliver to Landlord a memorandum of lease in such form as set forth in Exhibit “B” attached hereto and made a part hereof, which, among other things, sets forth the covenant against liens as described in this Section 7 for purposes of compliance with Florida Statute 713.10. Tenant agrees that in no event shall a notice of commencement be recorded in the public records of Palm Beach County, Florida against the Premises prior to entering into the recording of the memorandum of lease. Landlord shall have the right, in its sole and absolute discretion, to record the memorandum of lease in the public records of Palm Beach County, Florida. Further, Tenant appoints Landlord its attorney in fact coupled with an interest to terminate any such memorandum of lease which, if any, has been recorded, upon the expiration or termination of 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 due to the use, title, condition, code lapse of time 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 thereofotherwise.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined ‌ (a) Tenant shall accept the Initial Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of on the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existCommencement Date in its then “as is” condition, 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 except 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 AgreementSection 14.10(d) and subject to (i) the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (ii) the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties repair of any kind whatsoeverlatent defects pursuant to Section 2.03(b) and (iii) the performance of Landlord’s ongoing repair obligations pursuant to Section 16.02. Furthermore, 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 Landlord shall not be required to (x) perform any work or render any services to make the Building or remove any improvements the Initial Premises ready or suitable for Tenant’s initial occupancy, except as otherwise expressly provided in this Lease and subject to the Premisesfull completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (y) contribute to the cost of any such work or services, except for the Work Allowance, and (z) provide any abatement of Base Rent or Additional Rent other than in respect of the First Rent Abatement Period in accordance with the provisions of Section 3.01(c) and the Second Rent Abatement Period and the Third Rent Abatement Period in accordance with the provisions of Section 3.01(d).‌‌‌‌‌‌‌ (b) Landlord shall (i) perform and complete Landlord’s Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements, (ii) perform and complete Landlord’s Work at Landlord’s sole cost and expense, (iii) tender delivery of possession of the Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy and (iv) repair any latent defects with respect to Landlord’s Work; provided, however, that, notwithstanding anything herein to the contrary, Tenant notifies Landlord of any such latent defects no later than 18 months after the Commencement Date (except that (x) latent defects shall not include items excluded from Landlord’s demolition obligation as set forth in Paragraph 1 of Exhibit H, and (y) Tenant may give notice to Landlord of any latent defects with respect to any HVAC units installed as part of Landlord’s Work at any time during which the same are covered by an applicable warranty). CITY Tenant shall be released from all responsibility permit Landlord to enter the Premises for the purpose of (A) completing any applicable Punch List Items with respect to Landlord’s Work set forth in the schedule of Punch List Items prepared by Tenant pursuant to Section 2.04(c) (and liability Landlord shall complete any such Punch List Items in a prompt and timely manner) and (B) repairing any such latent defects. Landlord shall use commercially reasonable efforts to LCZ regarding minimize any interference with the condition conduct of the Initial Tenant Work and, if applicable, with the conduct of Tenant’s business at the Premises, including environmental conditionswhile performing any such work. Notwithstanding the foregoing, valuation, salability in no event shall Landlord be obligated to complete any such work on an overtime 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 premium pay basis and Landlord’s performance of any toxic such work shall not be deemed a constructive eviction of Tenant or hazardous materials, substances entitle Tenant to any diminution or wastes as may exist in, on, abatement of Base Rent or Additional Rent payable by Tenant under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.this Lease.‌‌‌‌

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior A. Subject to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of the Premises latent defects and not upon any representation or warranties or conditions "punch lists" heretofore referred to 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 taking possession of the Premises, the Premises' compliance with the Americans with Disabilities Act, or with respect Tenant shall be deemed to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting have agreed that the Premises were as of the date of taking possession, in good order, repair and hereby disclaims any implied condition. No promises of the Landlord to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty regarding expressed or implied, respecting the fitness for any particular purpose, quality or merchantability condition of the Premises or any portion thereofthe Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof. B. Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. Except If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall pay Landlord immediately upon request by Landlord. C. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the "ADA") establish requirements under Title III of the ADA ("Title III") pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant's business operations are deemed a "place of public accommodation" or a "commercial facility," (2) whether compliance with such requirements is "readily achievable" or "technically infeasible," and (3) whether a given alteration affects a "primary function area" or triggers so-called "path of travel" requirements. Landlord represents that the Building, as of the date of commencement hereof complies with Title III. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in connection with this Lease) to the extent otherwise provided in this Lease Agreement, that same arises out of matters specific to Tenant's activities or operations or resulting from alterations to 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 thereofmade by Tenant.

Condition of the Premises. LCZ hereby As-Is". 7.1 Purchaser acknowledges that LCZ has personally examined that, between the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection date hereof and the expiration of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To Due Diligence Period, Purchaser shall inspect the extent such reports exist, CITY shall provide any environmental, hazardous materialsPremises, and asbestos reports shall become familiar with the physical condition and state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has regarding had (or during the Parks and Recreation administration building and Ager Building, which Due Diligence Period shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced have) a sufficient opportunity 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 perform all of any kind whatsoever, either express or implied, Purchaser's due diligence with respect to the Premises, and shall accept the Premises "as is", "where is", as of the date of this Agreement, subject to reasonable use, titlewear, conditiontear and natural deterioration between now and the Closing Date, code without any reduction or law compliancecredit or abatement in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this Agreement. Except as expressly set forth in this Agreement, no representations, warranties or occupation agreements of the Premises with respect any kind whatsoever have been made by Seller in regard to the physical or structural operating condition of the Premises, the condition of Seller's title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises' compliance with , the Americans with Disabilities Actexpenses of operation and maintenance thereof, the present or prospective rental income therefrom, or with respect any other matter or thing affecting or relating 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 whole 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 part of the Premises, including environmental conditionsand no representation, valuationcovenant or warranty shall survive the Closing, salability or utility other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the Premises, and not on any warranties or its suitability for representation, whether express or implied, from Seller, except those warranties and representations expressly made by Seller in this Agreement. Except as expressly set forth in this Agreement to the contrary, Purchaser releases Seller, any purpose whatsoever. LCZ agrees that it will not seek person, entity or party related to recover or affiliated with Seller (the "Seller Related Parties") and their respective successors and assigns from CITY and against any costs that and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a "Purchaser Related Party") has or may be incurred for the clean-up have arising from or remediation related to any matter or thing related to or in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting connection with the Premises, regardless including the documents and information referred to herein, the Leases and the tenants named thereunder, any construction defects, errors or omissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this Agreement to the contrary, neither Purchaser nor any Purchaser Related Party shall look to Seller, the Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of where now locatedits express terms and provisions, including those relating to unknown and specifically waives unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Closing Date and shall not be deemed to have merged into any right of the documents executed or delivered at the Closing. To the extent required to recovery thereofbe operative, the disclaimers and warranties contained herein are "conspicuous" disclaimers for purposes of any applicable law, rule, regulation or order. Notwithstanding the foregoing, nothing contained herein shall relieve, release or limit Seller's liability for Seller's Surviving Obligations.

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 CONDITION OF BUILDING ------------------------------------------------ (a) Upon Landlord's completion of the Premises prior to Preliminary Base Building Work and Tenant's entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection possession of or all of any part of the Premises for any purpose including the performance of Tenant's Initial Work, Tenant shall be deemed to have accepted the Preliminary Base Building Work and not upon all or such portion of the Premises in its "as is" condition, except, however, for latent defects (which shall be the obligation of Landlord to repair, as hereinafter provided), and for the completion of the Remaining Base Building Work which Landlord shall cause to be performed as hereinafter provided. (b) Tenant further agrees that Landlord shall have no obligation to perform or cause to be performed 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 expenses or make any installations, in order to prepare the Premises for Tenant's occupancy, except for the Remaining Base Building Work and asbestos reports it as to Landlord's obligation under Section 4.04 hereof to pay the "Landlord's Contribution" (as such term is hereinafter defined) to Tenant. (a) Landlord agrees that upon the Commencement Date, Landlord will proceed with due diligence and at Landlord's own cost and expense, to cause the completion of the construction of a11 Remaining Base Building Work subject, however, to Force Majeure and Tenant's Delays. (i) Landlord hereby agrees to "substantially complete" (as such term is hereinafter defined) the Remaining Base Building Work in accordance with the Remaining Base Building Work Schedule annexed hereto as Exhibit 5 and made a part hereof, on or before the completion dates set forth thereon. Landlord acknowledges that the dates for completion set forth on Exhibit 5 shall be subject to extension only for Tenant's Delays. (ii) As used in this subsection 4.02(b) hereof, an item of Remaining Base Building Work shall be deemed to have been substantially completed when the same has regarding been completed, except for completion of construction, facilities, mechanical adjustment, the Parks and Recreation administration building and Ager Building, non-completion or inaccessibility of 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, materially interfere with the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties performance of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation Tenant's Initial Work and/or Tenant's use and occupancy of the Premises with respect and/or the Building for Permitted Uses. (iii) Notwithstanding anything to the physical contrary set forth in this Article 4 or structural condition elsewhere in this Lease, the date of substantial completion of any item of Remaining Base Building Work shall be deemed to occur: (A) one (1) day earlier than the actual date, for each day of Tenant's Delay; and (B) one (1) day later than the actual date, for each day of Landlord's Delay. (i) Landlord and Tenant mutually acknowledge and agree that Landlord's completion of certain portions of the Premises, the Premises' compliance Remaining Base Building Work may be performed concurrently with the Americans performance by Tenant of Tenant's Initial Work. (ii) Accordingly, Tenant, Landlord and their respective agents, employees and contractors, shall cooperate and avoid any interference (at Landlord's reasonable direction) with Disabilities Actthe other respective contractors, or with respect to the existence or absence of toxic or hazardous materialslaborers, substances or wastes in, on, under or affecting the Premises material suppliers and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability other parties performing such completion of the Premises or any portion thereof. Except Remaining Base Building Work and Tenant's Initial Work, respectively, in order to ensure the extent otherwise provided in this Lease Agreementtimely and efficient completion of such Base Building Work and Tenant's Initial Work, and the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties avoidance of any kindunnecessary Tenant's Delays and Landlord's Delays. (iii) (A) Landlord and Tenant and their respective agents, express or implied. The parties agree that CITY employees and contractors shall not be required to make or remove any improvements to co-operate and avoid interference (at Landlord's reasonable direction) with each other during the Premises. CITY shall be released from all responsibility performance and liability to LCZ regarding the condition completion of the Premises, including environmental conditions, valuation, salability or utility Remaining Base Building Work and Tenant's Initial Work in the use 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's elevators.

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 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 that LCZ Section 4.1 Tenant confirms that, subject to the Carling Works to be completed by Landlord in accordance with the provisions of Subsection 4.3, (i) it has personally examined the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection and shall accept possession of the Premises in their “AS IS” condition on the Commencement Date, subject to normal wear and not upon tear and the removal of the existing occupant’s property, if any, and repair of any representation or warranties or conditions damage caused by CITY or CITY's agents. To the extent such reports existremoval; (ii) Landlord has no obligation to perform any other work, CITY shall provide supply any environmental, hazardous materials, incur any expenses or make any installations to prepare the Premises for Tenant’s occupancy. Landlord represents and asbestos reports it has regarding warrants that, to 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 Agreementbest of its knowledge, the Purchase Agreement, Operating Agreement, or otherwise previously made Premises (including the Building Systems) are in writing. CITY makes no representation or warranties a good state of any kind whatsoever, either express or implied, with respect repair and in proper working order for the purposes for which the Premises have typically been used by Landlord for the period prior to the useCommencement Date. Section 4.2 Landlord has estimated (with reference to the plans and documentation attached to the Escrow Agreement) that the aggregate cost of all works necessary in order to demise and segregate the Lab 2 Premises and to relocate the MEN Business into the Lab 10 Premises and Lab 2 Premises, titleeach in accordance with the plans and specifications referenced in the Escrow Agreement (the “Carling Works”), conditionis [*], code or law compliance, or occupation plus applicable Taxes. Landlord shall be responsible for completing the Carling Works pertaining to the relocation and consolidation 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 MEN Business into the Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability Lab 2 Premises) and all works required to physically separate and demise the Premises from the balance of the Premises or any portion thereofspace within the Lab 2 Building. Except to Tenant shall be responsible, in accordance with the extent otherwise provided provisions set out in this Lease the Escrow Agreement, for up to a maximum of [*] of the Premises initial costs of completing such works and Landlord 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 responsible for all remaining costs associated with completing such Carling Works. Section 4.3 Landlord shall not be required to make or remove any improvements to undertake and complete the Premises. CITY shall be released from all responsibility and liability to LCZ regarding Carling Works in accordance with the condition provisions of the PremisesEscrow Agreement. Tenant shall make itself available to provide reasonable and timely cooperation to assist with the planning, including environmental conditionsdesigning, valuation, salability or utility implementation and completion 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 Carling Works 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 thereofeach case without further cost contribution by Tenant.

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 ▇▇▇▇▇▇’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 that LCZ (a) Tenant shall accept the 2nd Floor East Premises in Ready for Buildout Condition as described in Section 2.2 of the Lease and the condition generally described in Exhibit B – Schedule I of the Lease. All Tenant improvements to the 2nd Floor East Premises (“2nd Floor East Premises Related Work”) shall be done in accordance with the requirements set forth in Exhibit B to the Lease. (b) Provided no Event of Default has personally examined occurred, Landlord shall grant Tenant an improvement allowance (“2nd Floor East Premises Related Allowance”) in an amount equal to the product of (a) Eighty-Five and 00/100 Dollars ($85.00), multiplied by (b) the number of rentable square feet in the 2nd Floor East Premises (i.e., $753,100.00) to be applied to the 2nd Floor East Premises Related Work in compliance with the provisions set forth in (i) – (iii) below. If Tenant cures such Event of Default prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection the end of the first twelve (12) months of the 2nd Floor East Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existLease Term, CITY then Tenant 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 entitled to the use, title, condition, code or law compliance, or occupation allowance as of the day following such cure. Any portion of the 2nd Floor East Premises with respect Related Allowance that remains unreserved and unapplied after the expiration of the first twelve (12) months of the 2nd Floor East Premises Lease Term shall be deemed waived and forfeited. Notwithstanding anything contained in the Lease or this Amendment to the physical contrary: (i) At least eighty percent (80%) (i.e., $602,480.00) of the 2nd Floor East Premises Related Allowance must be applied toward hard construction costs. (ii) Tenant may apply up to twenty percent (20%) (i.e., $150,620.00) of the 2nd Floor East Premises Related Allowance toward architectural design fees, engineering fees, telephone/data installation, security systems, cabling and wiring and construction management fees (“Soft Construction Costs”), but not toward any abatement of rent, furniture, fixtures and equipment, moving costs or structural condition move-related expenses. (iii) At least Four Hundred Forty Three Thousand and No/100 Dollars ($443,000.00) of the 2nd Floor East Premises Related Allowance (i.e., $50.00 per rentable square feet of the 2nd Floor East Premises) must be applied toward hard construction costs within the 2nd Floor East Premises, specifically excluding any costs related to the Interconnecting Stair, as defined below. No more than Three Hundred Ten Thousand and No/100 Dollars ($310,000.00) of the 2nd Floor East Premises Related Allowance (i.e., $35.00 per rentable square foot of the 2nd Floor East Premises) may be applied toward hard construction costs and/or Soft Construction Costs on the Interconnecting Stair and/or tenant improvements on the third floor portion of the Premises, . (c) Disbursements of the Premises' compliance 2nd Floor East Premises Related Allowance will be made in accordance with the Americans with Disabilities Act, or with respect terms and conditions set forth in Exhibit B 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 thereofLease. 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▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ Vanda Pharmaceuticals Amendment No. 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.1

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined (a) Tenant agrees to take and Landlord agrees to deliver the Demised Premises prior according to entering into Exhibit A; Schedule of Space, upon the Commencement of this Lease AgreementLease, in the "as is, where is" condition, subject to Landlord's obligations under this Article 8 and 6.5 hereof. This Lease Agreement is based upon LCZ's personal inspection On such date or the dates identified in Exhibit A; Schedule of the Premises and not upon any representation Space, 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 earlier occupancy date as comprehensive provided 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 AgreementArticle 2, 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 Demised Premises shall be leased to LCZ on an "AS-ISfree of all occupants and their personal property, WHERE-IS" basis without any representations or warranties of any kindin good basic operating condition and repair, express or implied. The parties agree that CITY shall not be required to make or remove any improvements broom clean and in compliance with applicable building, life and safety codes. (b) In addition to the Premises. CITY shall be released from all responsibility foregoing, Landlord shall, on or before July 1, 1998 (a) insure that Andataco, Inc., and liability to LCZ regarding any other persons, currently using the condition vestibule and lobby on the first floor of the PremisesBuilding have vacated and ceased all use of or operation within such areas, including environmental conditionsas well as any access to or through the lobby and vestibule, valuationremoving all signage and leaving the same in broom clean, salability or utility good condition and (b) construct a demising wall in the loading dock area of the PremisesConnector Building, or its suitability for any purpose whatsoeverseparating the Demised Premises from the remainder of the Connector Building, as previously agreed. LCZ Landlord further agrees that it will not seek shall, on or prior to recover June 1, 1998, remove from CITY any costs that may be incurred for the clean-up or remediation in any manner third floor portion of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the First Additional Premises, regardless all equipment, supplies, materials and all other personal property. (c) Subject to the provisions of where now locatedArticle 2 relating to Early Space, Landlord will, prior to August 1, 1998, perform the following improvements in the third floor portion of the First Additional Premises ("Landlord Work"): install new carpeting and specifically waives ceiling tiles; paint walls; refurnish existing light fixtures; demolition of certain demising walls as shown on a plan prepared by ▇▇▇▇ ▇▇▇▇▇▇▇, architect, previously approved by Landlord and Tenant; and clean and paint bathrooms. The quality and type of materials and workmanship will be similar to the Initial Demised Premises. Landlord will have no obligation to install any right hard wall partitions or to recovery thereofmodify the HVAC, electrical or telecommunications system as part of Landlord Work.

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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇’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 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 hereby acknowledges that LCZ Section 4.1 Tenant has personally examined the Premises prior and agrees to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in their "as is" condition on the Commencement Date, and not upon further agrees that, except for the making of Landlord's Contribution as expressly set forth in this Article 4, Landlord shall have 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 expenses or make any installations in order to prepare the Premises for Tenant's occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and asbestos reports it has regarding satisfactory condition. Section 4.2 Landlord acknowledges that Tenant intends to perform certain Alterations in order to prepare the Parks and Recreation administration building and Ager BuildingPremises for its occupancy, which alterations shall be satisfactory to Landlord and shall comply with applicable Legal Requirements (the "Initial Alterations"). Notwithstanding anything set forth in this Article 4, Landlord agrees to make Landlord's Contribution toward the cost of the Initial Alterations, subject to and in accordance with Article 30 of this Lease. Section 4.3 Upon the request of Tenant, Landlord, at Tenant's cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be relied upon as comprehensive in scope obligated to incur any cost or accuracy. LCZ acknowledges that it has not been influenced to enter into this transactionexpense, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreementincluding attorneys' fees and disbursements, or otherwise previously made suffer or incur any liability, 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 thereofconnection therewith.

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 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 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 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 Sole and exclusive possession of the portion of City’s Premises described in Exhibit B, free of all trash, debris, and parties in possession shall be delivered to District at Initial Closing (as hereinafter defined) subject to City's reversionary rights described in this Paragraph. Sole and exclusive possession of the former ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Gracemount and ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ Sites shall be delivered to the City at Initial Closing. Should District fail to meet the Conditions of transfer (defined below) on or before the Final Closing, City may exercise its reversionary rights to the City's Premises. If District defaults in or violates any one or more of the Conditions of transfer, and fails to cure such default or violation within 90 days after receipt of City's written notice of default, then the City will have the right at its option, to re-enter and take possession of the City's Premises and not to terminate (and revest in the City) the estate conveyed by the Deed. District agrees that all Improvements will attach immediately and become a part of the City's Premises, and that if the City exercises its right of re-entry, all right, title and interest in and to the Improvements will immediately vest in the City. Sole and exclusive possession of the District’s Premises, free of all trash, debris and parties in possession shall be delivered to City at Final Closing (as hereinafter defined). District agrees to accept the City’s Premises in its present “AS IS” condition. The City agrees to accept the District’s Premises in present "AS IS" condition excepting that the JFK HS will be abated, demolished, backfilled, graded and seeded the site in a manner consistent with its other demolition projects (the "Conditions of transfer"). The Parties acknowledge that neither is relying upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existrepresentations, 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 Agreementwarranties, or otherwise previously made in writing. CITY makes no representation other information given or warranties of any kind whatsoever, either express supplied by City or implied, District 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 environmental conditions existing 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 other matters in entering into this transaction or developing and constructing its Project except those items specifically listed in Paragraph 10. City makes no covenant, representation, or warranty as to the suitability of the City’s Premises for any purpose whatsoever. LCZ agrees that it will not seek whatsoever or as to recover from CITY any costs that may be incurred for the clean-up or remediation in any manner physical condition of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the City’s Premises, regardless of where now locatedexcept those listed in Paragraph 10. District covenants and represents that the District’s Premises will be suitable for use as a residential park upon conveyance to City as well as those covenants, representations, and specifically waives any right to recovery thereofwarranties listed in Paragraph 10.

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 A. By taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises' compliance with Premises were as of the Americans with Disabilities Actdate of taking possession, in good order, repair and condition. No promises of the Landlord to alter, remodel, decorate, clean 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 any implied no representation or 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 expressed 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 , respecting the condition of the PremisesPremises has been made by the Landlord to Tenant, including environmental conditionsunless the same is contained herein or made a part hereof. B. Tenant shall, valuationat its own expense, salability or utility keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises under the supervision and with the approval of Landlord and within a reasonable period of time as specified by Landlord, loss by ordinary wear and tear, fire and other casualty excepted. If Tenant does not do so promptly and adequately, Landlord may, but need not, make such repairs and Tenant shall pay Landlord immediately upon request by Landlord. C. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that same may be incurred for amended and supplemented from time to time (collectively referred to herein as the clean-up "ADA") establish requirements under Title III of the ADA ("Title III") pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, not apply to the Premises depending on, under among other things: (1) whether Tenant's business operations are deemed a "place of public accommodation" or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereof.a "commercial facility,"

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into Except as specifically set forth in this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of and in the Premises Tenant Work Letter attached hereto as Exhibit C and not upon any representation or warranties or conditions incorporated herein by CITY or CITY's agents. To the extent such reports existthis reference, 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 accuracypay for any improvement work or services related to the improvement of the Premises. LCZ ▇▇▇▇▇▇ 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 PremisesPremises or the Project except as specifically set forth in this Lease and the Tenant Work Letter. Notwithstanding the foregoing, including environmental conditionsLandlord shall, valuationas part of the initial Tenant Improvements consistent with the T.I. Construction Drawings, salability deliver the Premises to Tenant with the electrical, plumbing, fire sprinkler systems and electrical and water meters (or utility at Landlord’s election electrical and/or water submeters) in good working order. Notwithstanding anything to the contrary herein, good working order of the electrical system shall mean that such system shall supply 1800 amps to the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek at 277/480 volt, three phase power, in addition to recover from CITY any costs that may be incurred electrical capacity required for the clean-up base building equipment. If, upon ▇▇▇▇▇▇▇▇’s delivery of the Premises to Tenant, such systems are not in good working order and Tenant notifies Landlord within six (6) months of Landlord’s delivery of the Premises that such systems and/or the roof are not in good working order and watertight condition, Landlord shall, at Landlord’s sole cost and expense (and not as a Direct Expense reimbursable by ▇▇▇▇▇▇) and as ▇▇▇▇▇▇’s sole remedy therefor, put such systems in good working order. Additionally, if a qualified and licensed contractor reasonably approved in advance by Landlord determines as a result of an inspection or remediation survey (a copy of which shall be provided by Tenant to Landlord), during the six- (6) month period following the delivery of the Premises that the any of the Systems and Equipment (as defined in any manner Section 4.2.6) of any toxic or hazardous materialsthe Building for which Landlord is responsible for repairing and maintaining as set forth in this Lease do not have a remaining useful life in excess of the initial Lease Term, substances or wastes then such components of the Building shall be replaced upon the expiration of their useful life at Landlord’s sole cost and expense and not as may exist in, on, under or affecting the Premises, regardless of where now located, and specifically waives any right to recovery thereofa Direct Expense (“Landlord Replacement Items”).

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 AgreementTenant on the Delivery Date, and Tenant is 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 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 HVAC (as defined below) system serving the Premises), and (iv) subject to an SNDA (as defined in Section 17.1 below) which has been executed by Landlord and the current Holder (as defined in Section 17.1 below) of the Mortgage (as defined in Section 17.1 below) encumbering the Building and delivered to Tenant (the satisfaction of clauses (i) through (iv) hereinabove, the “Delivery Condition”). This Lease Agreement is based upon LCZ's personal inspection of Tenant acknowledges that it has inspected the Premises and Common Facilities of the Building and has found the same satisfactory subject to Landlord’s obligation to satisfy the Delivery Condition. All terms and conditions of this Lease, other than the obligation to pay Rent (which shall commence on the Rent Commencement Date), shall be applicable to the Premises from and after the Effective Date. Notwithstanding the foregoing, from and after the Term Commencement Date, Tenant shall pay for electricity with respect to the Premises as set forth in Section 10.2(b) hereof and other building services consumed and/or requested by Tenant during any such period, including without limitation, HVAC services for the Premises. (b) Tenant shall cause an initial fit plan for the layout of the initial tenant improvements that Tenant desires to have performed in the Premises (collectively, the “Tenant’s Work”) to be prepared at Tenant’s cost, subject to reimbursement from the Landlord’s Contribution (as defined below) (the “Fit Plan”). Tenant shall use commercially reasonable efforts to submit the Fit Plan to Landlord for its approval on or before June 15, 2019, and Landlord shall approve or disapprove the Fit Plan, in its reasonable discretion, within ten (10) days after receiving it. At Tenant’s sole cost and expense, Tenant shall cause the Fit Plan to be revised in a manner sufficient to remedy Landlord’s objections and/or respond to Landlord’s concerns and for the revised Fit Plan to be redelivered to Landlord, and Landlord shall approve or disapprove Tenant’s revised Fit Plan within ten (10) days following the date of resubmission. (c) After approving Tenant’s Fit Plan, Tenant shall cause final plans and specifications to be prepared (“Final Plans”) for the construction of the Tenant’s Work and submit the same to Landlord for approval by June 30, 2019, which approval shall not be unreasonably withheld, conditioned or delayed. Within five (5) Business Days after delivery of the Final Plans to Landlord, Landlord shall either approve the same or request changes therein. All changes to the Final Plans will be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. No work shall be conducted by or on behalf of Tenant until the Final Plans have been fully approved in writing by Landlord. If Landlord and Tenant shall fail to agree upon the Plans by July 31, 2019, then Landlord may (but shall not be required to) at any representation time thereafter terminate this Lease by giving written notice of such termination to Tenant and thereupon this Lease shall terminate without further liability or warranties or conditions obligation on the part of either party (except for the obligation of Tenant to pay for all work related to preparation of plans and any obligations expressly stated herein to survive termination). The Final Plans shall be stamped by CITY or CITY's agentsa Massachusetts registered architect and engineer, such architect and engineer, being subject to Landlord’s prior reasonable approval, and shall comply with Applicable Law and the requirements of the Rules and Regulations and shall be in a form satisfactory to appropriate governmental authorities responsible for issuing permits, approvals and licenses required for such Tenant’s Work. (d) Tenant’s Work conducted by Tenant shall constitute Alterations by Tenant, as defined in ARTICLE 7, and shall comply in all respects with said ARTICLE 7. All of Tenant’s Work shall be performed in a good and workmanlike manner using new and high quality materials and in accordance with the provisions of all Applicable Laws and insurance requirements applicable thereto, all matters of record and the requirements of Landlord and Landlord’s mortgagee including, without limitation, bond requirements, and Tenant’s Work shall be performed only by a duly licensed and bonded contractor approved by Landlord. (e) Landlord shall reimburse Tenant for the costs incurred by Tenant with respect to the design and performance of the Tenant’s Work (the “Cost of Tenant’s Work”) up to the aggregate amount of $654,920.00 (the “Landlord’s Contribution”), subject to the provisions hereof. To the extent that the Cost of Tenant’s Work exceeds the Landlord’s Contribution, Tenant shall be entirely responsible for such reports existexcess. Landlord’s Contribution shall be payable by Landlord to Tenant (or, CITY at Landlord’s election, directly to Tenant’s general contractor or subcontractors) according to Landlord’s standard construction disbursement procedures upon Substantial Completion (as defined below) of Tenant’s Work. Prior to any payment of the Landlord’s Contribution, Tenant shall provide any environmentalhave completed all of the Tenant’s Work in accordance with the Final Plans and shall have delivered to Landlord: (A) a Certificate of Occupancy from the applicable Governmental Authorities permitting Tenant to legally occupy the Premises for the Permitted Use; (B) a Certificate of Completion from Tenant’s architect certifying that the Tenant’s Work has been completed in accordance with the Final Plans and Applicable Laws; (C) lien waivers from Tenant’s general contractor and all subcontractors for work of $5,000 or more indicating payment for all services and materials relating to Tenant’s Work and to the Premises; (D) upon Landlord’s request, hazardous materialsan endorsement to Landlord’s and Landlord’s mortgagee’s title insurance policies, at Landlord’s election, confirming that there are no outstanding notices of contract, mechanic’s liens or other matters relating to Tenant’s Work, and asbestos reports it that all required documentation has regarding been filed such that no mechanics liens or related documents may be filed in connection with Tenant’s Work; (E) receipted invoices showing the Parks amount of Tenant’s payments for Tenant’s Work; and Recreation administration building (F) such other documents as Landlord may reasonably request. In the event that the foregoing conditions have been satisfied, Landlord shall give Tenant prompt written notice of the same whereupon “Substantial Completion” of the Tenant’s Work will be deemed to have occurred and, so long as Tenant is not then in default under this Lease beyond the expiration of applicable notice and Ager Buildingcure periods and this Lease is then in full force and effect, Landlord shall disburse the Landlord’s Contribution for the Cost of Tenant’s Work. So long as this Lease is then in full force and effect and no default of Tenant exists hereunder beyond the expiration of applicable notice and cure periods, any portion of the Landlord’s Contribution which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into this transactionapplied on or before the expiration of the first (1st) Lease Year shall, nor has LCZ relied upon any warranties or representations not set forth or incorporated in at Tenant’s written request, be applied by Landlord against the then next due monthly installments of Basic Rent due under this Lease Agreementin an amount not to exceed $187,120.00 in the aggregate (the “Aggregate Basic Rent Credit”) until such Aggregate Basic Rent Credit is fully expended, with any excess over such Aggregate Basic Rent Credit being deemed forfeited by Tenant and Landlord shall have no further obligation with respect to such excess. (f) In addition to the Purchase AgreementLandlord’s Contribution, Operating Agreementwithin thirty (30) days following Landlord’s receipt of paid invoices therefor, or otherwise previously made Landlord shall reimburse Tenant for its actual out-of-pocket moving costs to relocate to the Premises and/or for expenses incurred in writing. CITY makes connection with the purchase and/or installation of Tenant’s tel/data wiring for the Premises up to an amount not to exceed $46,780.00. (g) Provided that (i) the foregoing conditions in Section 5.1(e) above have been met, (ii) this Lease is then in full force and effect, and (iii) no representation or warranties default of any kind whatsoeverTenant exists hereunder beyond the expiration of applicable notice and cure periods, either express or impliedthen notwithstanding anything herein which may be to the contrary, all costs incurred by Tenant with respect to the usedesign and performance of the Tenant’s Work up to the aggregate amount of $654,920.00 shall be due and payable to Tenant, title, condition, code regardless of how much or law compliance, or occupation how little of the Premises with respect are improved, but subject 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 thereof 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 is utilized 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 thereofAggregate Basic Rent Credit.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined (a) The Premises shall be handed over to the Tenant on an “as is” basis and in the same state and condition as they were yielded up by the immediately preceding tenant of the Premises prior (the “Previous Tenant”) to entering into the Landlord upon the termination of the tenancy agreement made between the Landlord (as landlord) and the Previous Tenant (as tenant) in respect of the Premises (the “Previous Agreement”) including (i) those Landlord’s fixtures and fittings and mechanical and electrical provisions referred to in Clause 2 of this Lease AgreementSixth Schedule; and (ii) all the fixtures, fittings, alterations, installations and additions of and in the Premises and all the stuff, trade furniture and trade equipment as left behind by the Previous Tenant at the Premises upon the termination of the Previous Agreement (the “Previous Tenant’s Fixtures and Fittings”). This Lease Agreement No warranty or representation is based upon LCZ's personal inspection given by the Landlord or its agents or implied as to the physical state and condition of the Premises and not upon the repair and condition and the working order of the aforesaid Landlord’s fittings, fixtures and provisions and the Previous Tenant’s Fixtures and Fittings. (b) Without prejudice to the generality of the foregoing provisions, it is hereby agreed and confirmed that neither the Landlord nor its agent shall be held liable for any representation defects in workmanship or warranties or conditions by CITY or CITY's agents. To the extent such reports exist, CITY shall provide any environmental, hazardous materials, state and asbestos reports it has regarding condition of the Parks Previous Tenant’s Fixtures and Recreation administration building and Ager Building, Fittings which shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced deemed 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 form part of the Premises with respect and the Tenant’s fixtures and fittings therein and thereto and all provisions in this Agreement relating 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 repair and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability maintenance of the Premises or any portion thereof. Except and/or (as the case may be) the Tenant’s fixtures and fittings shall apply, mutatis mutandis, 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 Previous Tenant’s Fixtures 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 thereofFittings.

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior to entering into this Lease AgreementSection 6.1. 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 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 is fully aware 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 Premisesdemised premises and agrees to take the same on a strictly “as is” basis without any warranty, including environmental conditions, valuation, salability representation or utility obligation whatsoever on the part of the PremisesLandlord with respect thereto. Section 6.2. Tenant shall completely remodel the demised premises in the manner to outfit the same for its use; but all such remodeling work shall meet the following requirements: (i) same shall be done in a good and first-class workmanlike manner; (ii) same shall not adversely affect the structural strength of the demised premises or the building of which they are a part; (iii) Tenant shall abide by all applicable laws, or its suitability for any purpose whatsoever. LCZ agrees that it will ordinances and insurance requirements, and Tenant shall first provide to Landlord adequate evidence of insurance; (iv) such remodeling shall be done by contractor(s) and in full conformity with plans and specifications, which shall first require Landlord’s written approval; (v) such remodeling shall be done at such times and in such manner so as not seek to recover from CITY any costs that may be incurred for the clean-up or remediation interfere in any manner with the continued conduct of business in the Shopping Center or with any work being performed by Landlord or any other occupants of the Shopping Center and, without limitation, the Tenant shall use every legal effort to prevent work stoppages of any toxic kind attributable to work being performed by or hazardous materialson behalf of the Tenant (and shall require provisions in its contracts permitting it to do so); and (vi) such remodeling shall conform in every respect to the “Store Remodeling Regulations” set forth on Exhibit “B” hereto annexed and hereby made a part hereof. In any event, substances however, all such remodeling shall be completed by Tenant, including construction and installation of all leasehold improvements and equipping the demised premises with new trade fixtures and all personal property necessary or wastes proper for the operation of Tenant’s business, and the demised premises shall be officially opened for business to the public, not later than the date determined in accordance with the provisions of Section 3.2. of this lease. Section 6.3. As part of Tenant’s said remodeling, Tenant shall install a temporary barricade to be put in front of the demised premises prior to commencing and until Tenant has completed remodeling of the demised premises and is ready to open for business. The exact location and all specifications of said barricade shall be reflected in Tenant’s plans and specifications for its remodeling which as aforesaid shall be subject to Landlord’s prior written approval. Tenant agrees to furnish and install a sign or signet indicating that Tenant is coming to Warwick Mall which will be placed on said barricade. The exact size, type, location and wording of said sign shall be subject to Landlord’s prior written approval. Section 6.4. Certain details of the construction of the Shopping Center may exist inchange, onincluding the area, under height and number of levels above or affecting below grade, but, subject to other provisions of this lease, the Premisesposition of the demised premises shall be substantially as shown on Exhibit “A”. Nothing in Exhibit “A” shall be treated as a representation that any or all of the buildings, regardless of where now or any other improvements or facilities, for which provision is made thereon shall be constructed, or that such buildings, etc. will be or continue to be located, precisely within the areas shown on Exhibit “A”, or that such buildings, etc. will be or continue to be of the dimensions or shapes (or occupied by any particular retail store) shown, it being the intention of Exhibit “A” only generally to show diagrammatically, rather than precisely, the current status and specifically waives any right to recovery thereofpossible development of the Shopping Center as presently contemplated.

Condition of the Premises. LCZ hereby Tenant acknowledges and agrees that LCZ has personally examined the election of Tenant to lease the Premises prior to entering into this Lease Agreement. This Lease Agreement is was based solely upon LCZ's personal Tenant’s inspection and investigation of the Premises and not all documents related thereto, or its opportunity to do so, and that Tenant has accepted the Premises in its “AS IS, WHERE IS” condition, without relying upon any representation representations or warranties warranties, express, implied or conditions by CITY or CITY's agents. To the extent such reports existstatutory, 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 whatsoeverother than as expressly set forth in this Lease. Without limiting the above, either Tenant acknowledges that neither Landlord, except as expressly set forth in this Lease, nor any other party has made any representations or warranties, express or implied, on which Tenant is relying as to any matters, directly or indirectly, concerning the Premises (or any portion thereof) including, without limitation, the Land, the Building, expenses associated with respect the Premises, taxes, assessments, bonds, permissible uses, title exceptions, water or water rights, topography, utilities, availability or capacity of utilities, general plan designations, zoning or other entitlement condition of the Premises, soil, subsoil, the purposes for which the Premises is to be used, drainage, Environmental Law or building codes, laws, rules or regulations, toxic waste or Hazardous Materials or any other matters affecting or relating to the usePremises. Except as expressly set forth in this Lease, title, condition, code Tenant hereby expressly acknowledges that no such representations or law compliance, or occupation of warranties have been made. Tenant shall perform and rely solely upon its own investigation concerning the Premises with respect to the physical or structural condition proposed use of the Premises, the Premises' compliance ’ fitness therefor, and the availability of such intended use under applicable statutes, ordinances, and regulations. The foregoing shall not, however, relieve Landlord of its obligations under Section 7.2 (Landlord Cost Items) or Section 9.1 (Compliance with the Americans with Disabilities ActLaws; Premises Condition), or with respect to the existence or absence under any other provision 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 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 (A) Tenant acknowledges that LCZ 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 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 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 whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation condition of the Existing Premises. Tenant further acknowledges and agrees that ▇▇▇▇▇▇ is currently occupying the Existing Premises and agrees to take the Existing Premises in its as is condition existing on the date hereof, and notwithstanding anything to the contrary contained in the Lease, as amended by this Amendment, Landlord shall have no obligation with respect to the physical or structural condition of the Premises, the Premises' compliance with the Americans with Disabilities Act, or Existing Premises to perform any work (other than Landlord’s First Amendment Work; it being acknowledged by Tenant that Landlord has completed ▇▇▇▇▇▇▇▇’s Work with respect to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Existing Premises and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability set forth in Section 6.2 of the Premises or Lease), provide any portion thereof. Except work allowance, provide any additional rent credit (it being acknowledged by Landlord and Tenant that the Rent Commencement Date with respect to the extent Existing Premises is March 15, 2025) or alter, improve, decorate or otherwise provided prepare the Existing Premises for Tenant’s continued occupancy; provided, however, that nothing contained herein shall reduce or waive any of Landlord’s ongoing repair and maintenance obligations, subject to and in this Lease Agreementaccordance with the terms and conditions of the Lease, as amended hereby. (B) Tenant represents that Tenant has made (or has been given an opportunity to make) a thorough inspection of the Expansion Premises. Tenant acknowledges and agrees that (i) Tenant shall accept possession of the Expansion Premises shall be leased to LCZ in its as-is condition existing 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 the Expansion Premises Commencement Date and (ii) notwithstanding anything to the Premises. CITY shall be released from all responsibility and liability contrary contained in the Lease, as amended by this Amendment, Landlord has made no representations with respect to LCZ regarding the condition of the Expansion Premises, including environmental conditionsand Landlord shall have no obligation with respect to the Expansion Premises to perform any work (other than ▇▇▇▇▇▇▇▇’s First Amendment Work), valuationprovide any work allowance, salability provide any rent credit (other than as expressly as set forth in Paragraph 2(B) and Paragraph 3(C) of this Amendment) or utility of alter, improve, decorate or otherwise prepare the Premises, or its suitability Expansion Premises 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 thereofTenant’s initial occupancy.

Condition of the Premises. LCZ hereby acknowledges that LCZ Notwithstanding anything in the Lease to the contrary, Landlord has personally examined heretofore delivered the Existing Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection Tenant, and Tenant has accepted the Existing Premises pursuant to the terms 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 materialsLease, and asbestos reports it has regarding Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Parks and Recreation administration building and Ager BuildingExisting Premises at any time throughout the remainder of the Lease Term, which shall not be relied upon as comprehensive in scope subject to any maintenance 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 repair obligation of Landlord expressly set forth or incorporated in this Lease Agreementthe Lease. Additionally, Landlord shall deliver the Purchase AgreementExpansion Premises to Tenant, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties of any kind whatsoever, either express or implied, with respect and Tenant hereby agrees to accept the use, title, condition, code or law compliance, or occupation Expansion Premises from Landlord throughout the remainder 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 Lease Term in this Lease Agreement, the Premises shall be leased to LCZ on an "its existing “AS-IS”, “WHERE-IS" basis without ” and “WITH ALL FAULTS” condition (subject to any representations Landlord’s maintenance or warranties repair obligations expressly set forth in the Lease), and Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Expansion Premises at any time throughout the remainder of the Lease Term (subject to any kindLandlord’s maintenance or repair obligations expressly set forth in the Lease); provided, express or implied. The parties agree that CITY however, Landlord agrees to provide to Tenant a tenant improvement allowance of up to $107,514.00 (which is equal to $18.00 per square foot of Rentable Area in the Expansion Premises, out of which up to $895.95 shall not be required available to make or remove any improvements be applied towards space planning) (the “First Amendment Allowance”) to be applied toward the cost of performing the First Amendment Improvements in the Expansion Premises in accordance with and subject to the Premises. CITY shall be released from all responsibility terms and liability to LCZ regarding conditions set forth in the condition of the Premises, including environmental conditions, valuation, salability or utility of the Premises, or its suitability for any purpose whatsoever. LCZ Work Letter attached hereto as Exhibit B. Tenant acknowledges and agrees that it will not seek any other obligations of Landlord originally existing in the Lease to recover from CITY complete any costs leasehold improvements and/or furnish allowance, including, without limitation, those set forth in Exhibit B attached to the Lease, have been completed and/or satisfied in their entirety; provided, however, that may be incurred for Landlord shall continue to have its existing maintenance and repair obligations as expressly set forth in 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 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 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 has personally examined (a) Tenant shall accept the Initial Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of on the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existCommencement Date in its then “as is” condition, 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 except 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 AgreementSection 14.10(d) and subject to (i) the full completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (ii) the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties repair of any kind whatsoeverlatent defects pursuant to Section 2.03(b) and (iii) the performance of Landlord’s ongoing repair obligations pursuant to Section 16.02. Furthermore, 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 Landlord shall not be required to (x) perform any work or render any services to make the Building or remove any improvements the Initial Premises ready or suitable for Tenant’s initial occupancy, except as otherwise expressly provided in this Lease and subject to the Premisesfull completion after the Commencement Date (as distinguished from the Substantial Completion) of Landlord’s Work, (y) contribute to the cost of any such work or services, except for the Work Allowance, and (z) provide any abatement of Base Rent or Additional Rent other than in respect of the First Rent Abatement Period in accordance with the provisions of Section 3.01(c) and the Second Rent Abatement Period and the Third Rent Abatement Period in accordance with the provisions of Section 3.01(d). (b) Landlord shall (i) perform and complete Landlord’s Work in a good and workmanlike manner using first quality materials and in compliance with applicable Legal Requirements, (ii) perform and complete Landlord’s Work at Landlord’s sole cost and expense, (iii) tender delivery of possession of the Initial Premises to Tenant in broom-clean condition and free of all tenancies and other rights of occupancy and (iv) repair any latent defects with respect to Landlord’s Work; provided, however, that, notwithstanding anything herein to the contrary, Tenant notifies Landlord of any such latent defects no later than 18 months after the Commencement Date (except that (x) latent defects shall not include items excluded from Landlord’s demolition obligation as set forth in Paragraph 1 of Exhibit H, and (y) Tenant may give notice to Landlord of any latent defects with respect to any HVAC units installed as part of Landlord’s Work at any time during which the same are covered by an applicable warranty). CITY Tenant shall be released from all responsibility permit Landlord to enter the Premises for the purpose of (A) completing any applicable Punch List Items with respect to Landlord’s Work set forth in the schedule of Punch List Items prepared by Tenant pursuant to Section 2.04(c) (and liability Landlord shall complete any such Punch List Items in a prompt and timely manner) and (B) repairing any such latent defects. Landlord shall use commercially reasonable efforts to LCZ regarding minimize any interference with the condition conduct of the Initial Tenant Work and, if applicable, with the conduct of Tenant’s business at the Premises, including environmental conditionswhile performing any such work. Notwithstanding the foregoing, valuation, salability in no event shall Landlord be obligated to complete any such work on an overtime 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 premium pay basis and Landlord’s performance of any toxic such work shall not be deemed a constructive eviction of Tenant or hazardous materials, substances entitle Tenant to any diminution or wastes as may exist in, on, abatement of Base Rent or Additional Rent payable by Tenant 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 has personally examined the (a) The Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord, as 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 thereofCommencement Date. Except to the extent otherwise as provided in this Lease Agreementherein, 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 Landlord shall not be required to make perform any work in or remove any improvements to the Premises or the common areas of the Building to prepare the same for ▇▇▇▇▇▇’s occupancy, nor shall Landlord he required to make any allowance or contribution toward the cost of any such work. Tenant acknowledges that it has thoroughly inspected the Premises and common areas of the Building and has found the same satisfactory for Tenant’s intended uses. Between the date hereof and the Commencement Date, Tenant will he occupying the Premises as a sublessee under the existing Tenant. Notwithstanding the foregoing, promptly upon the full execution and delivery of this Lease, and ▇▇▇▇▇▇▇▇’s receipt of the first month’s Basic Rent and any security deposit (the “Work Conditions”), Landlord will undertake to (i) patch and paint the walls of the Premises as reasonably necessary, and (ii) shampoo the existing carpeting (“Landlord’s Work”). ▇▇▇▇▇▇▇▇ will perform the same in a good and workmanlike and use reasonable effort to complete Landlord’s Work within fifteen (15) days after satisfaction of the Work Conditions. Landlord further represents that, as of the Commencement Date, the electrical and mechanical systems and equipment serving the Premises will be in good working condition. (b) Notwithstanding the foregoing, the furniture (the “Furniture”) identified in Schedule “Furniture,” annexed hereto and made a part hereof, and which is currently located in the Premises, shall remain in the Premises for Tenant’s use throughout the Term. CITY shall be released from all responsibility and liability to LCZ Landlord makes no representation regarding the condition of the PremisesFurniture, including environmental conditions, valuation, salability and shall have no obligation to make any repairs or utility of incur any costs with respect thereto. Tenant shall keep the Premises, or its suitability Furniture in good repair and condition (reasonable wear and tear excepted) and he responsible for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for necessary replacements and, at Landlord’s option, shall surrender the clean-up same with the Premises at the expiration or remediation in any manner earlier termination 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 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 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 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 in writing 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 Premises, regardless of where now located, and specifically waives any right to recovery thereofTenant.

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 (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 in accordance with the terms of the Lease and the Exhibits thereto. (b) Upon delivery of possession of 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 conditionsTenant or its designated representative will inspect the Premises and, valuationwithin five (5) business days of such delivery, salability give Landlord written notice (a "punchlist") of contended defects in Landlord's Work (as defined in Exhibit C), if any, and of any contended variances of Landlord's Work from the requirements of this Lease and Landlord shall endeavor to remedy such defects within thirty (30) days after notice thereof by Tenant. Landlord will use commercially reasonable efforts to remedy any such actual defect or utility variance described in Tenant's timely delivered punchlist. Tenant's failure to timely give such notice, or specify any defect or variance in such notice, is a waiver of all rights with respect to such defects (other than latent defects, which shall be warranted by Landlord for a period of one year following the date of delivery of possession of the applicable portion of the Premises) or variance not specified in such notice. (c) Landlord represents and warrants that, to Landlord's knowledge, as of the Delivery Date, the Common Areas of the Building (including Building entrance doors, lobby areas, stairwells, elevators and common restrooms) are in compliance with ADA and with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (including police, fire, health and environmental authorities or agencies). During the Term of the Lease, Landlord, at its suitability for any purpose whatsoever. LCZ agrees that it will not seek cost and expense (subject to recover from CITY any partial reimbursement in accordance with the terms of Section 4.3, and except with respect to compliance costs that may be incurred for the clean-up or remediation which are specifically related to Tenant operations in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting the Premises, regardless the cost of where now locatedwhich shall be borne exclusively by Tenant), will continue to ensure that the Common Areas of the Building comply with ADA and specifically waives with all laws, statutes, ordinances, rules, regulations, requirements and directives of applicable government authorities (including police, fire, health and environmental authorities or agencies). Landlord further represents that, to Landlord's knowledge, as of the Delivery Date, the zoning regulations applicable to the Building and any right covenants, conditions or restrictions appertaining to recovery thereofthe Building permit the use of the Premises for the uses contemplated hereunder.

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 that LCZ has personally examined the Premises 7.1 LANDLORD’S WORK (a) Within a reasonable period of time prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection the vacating of the Premises by the existing tenant, which is estimated to be September 30, 2017, Landlord shall apply to the appropriate governmental authorities for any building and not upon other permits which may be required in connection with the improvements to be constructed by Landlord as set forth on Exhibit D attached hereto and made a part hereof (“Landlord’s Work”). (a) Promptly after the issuance of any representation required building or warranties or conditions other permit referred to in subsection (a), and following the vacating of the Premises by CITY or CITY's agents. To the extent such reports existexisting tenant, CITY Landlord shall provide any environmentalcommence to perform Landlord’s Work, hazardous using new materials, and asbestos reports it in a good and workmanlike manner, and Landlord shall diligently prosecute Landlord’s Work to completion. Landlord’s Work shall be “Substantially Complete” when Landlord’s Work has regarding been completed (including but not limited to: (i) full demolition and removal of cubicles and wrap-around desks inside cubicles up to but not including the Parks reception wall divider; (ii) full demolition and Recreation administration building removal of cubby hole room and Ager Buildingdoorway up to but not including the conference room wall with glass panes; (iii) replacement and finishing of carpet; and (iv) cleaning of Premises), except for so-called punch list items, which shall do 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, unreasonably interfere with respect to the use, title, condition, code or law compliance, or occupation of the Premises with respect to the physical or structural condition Tenant’s use of the Premises, and which shall be completed by Landlord within thirty (30) days thereafter. Landlord’s Work shall be Substantially Complete on or before November 1, 2017. Upon Landlord’s substantial completion of Landlord’s Work, Landlord and Tenant shall arrange for an inspection of 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 conditionsat a mutually acceptable time. At such inspection, valuationthe Tenant shall identify any Punch List Items for Landlord’s completion. Landlord’s Work shall be at Landlord’s cost and expense. (b) Except for the performance of Landlord’s Work, salability or utility and except as otherwise specifically provided for in this Lease, Tenant shall accept possession of the PremisesLeased Premises in its “as is” condition, without any representations or its suitability for any purpose whatsoever. LCZ agrees that it will not seek warranties from Landlord. (c) Delivery of Possession shall be deemed to recover from CITY any costs that may have occurred when Landlord’s Work shall have been Substantially Completed Landlord’s Work shall be incurred for the clean-up or remediation in any manner of any toxic or hazardous materials“Substantially Complete”, substances or wastes as may exist in, on, under or affecting the Premises, regardless of where now locatedwhen Landlord’s Work has been completed, and specifically waives any right Landlord shall have tendered possession of the Leased Premises to recovery thereofTenant.

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 8.1. Tenant 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 development of the Demised Premises has been undertaken on a “build-to-suit” basis and not upon that neither Landlord nor any representation agent of Landlord has made any 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, (i) with respect to the usecondition of the Demised Premises or the Building, titleas designed, condition, code except as set forth herein or law compliancein the Work Letter, or occupation of the Premises (ii) with respect to the physical or structural condition suitability of the Demised Premises, as designed, for the conduct of Tenant’s business. 8.2. Landlord makes no warranties or representations with regard to any portion of the Demised Premises' , and Tenant shall accept the Demised Premises in the condition they are in on the Term Commencement Date (subject to the completion of minor “punch-list” items (as described in and in accordance with Section I.G.8 of the Work Letter) that may still need to be corrected), except that (i) the Demised Premises shall be constructed in substantial compliance with the Americans with Disabilities ActImprovement Plans, or with respect to Applicable Laws and the existence or absence Instruments of toxic or hazardous Record, and (ii) for the Term of this Lease, the Improvements shall be free of latent defects in construction, workmanship and materials, substances or wastes inand Landlord shall be responsible, onat Landlord’s sole cost and expense, under or affecting for the Premises prompt and hereby disclaims diligent repair of any implied warranty regarding such latent defects which manifest themselves during the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereofTerm. 8.3. Except to the extent otherwise provided related to a latent defect which is the subject of Landlord’s warranty in this Lease AgreementSection 8.2, the Premises shall be leased above, and subject 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 Landlord’s obligations regarding the condition of the PremisesDemised Premises when delivered to Tenant under Section 7.3 of this Lease, including environmental conditionsTenant shall be entitled to pursue any available remedies and claims against the construction contractors, valuationequipment suppliers, salability or utility of the Premises, or its suitability manufacturers and other responsible third parties for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs defects that may be incurred for discovered in the cleanDemised Premises. Landlord shall assign, on a non-up or remediation exclusive basis, to Tenant any such claims if such an assignment is appropriate to enable Tenant to pursue said claims and remedies. Landlord shall also be entitled to pursue available remedies against said third parties. Any warranty made by any person in connection with the construction of the Demised Premises as to any manner of any toxic or hazardous materials, substances equipment or wastes as may exist inother items contained and incorporated herein shall inure to the benefit of and be deemed to have been made to Landlord, on, under or affecting the Premises, regardless copies of where now located, and specifically waives any right all of which shall be delivered to recovery thereofTenant.

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 (a) Within five (5) business days after the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal commencement date, Landlord and Tenant will conduct a joint walk-through inspection of the Premises and not upon any representation or warranties or conditions will jointly prepare a punch-list of items needing additional work by CITY or CITY's agentsLandlord. To Other than the extent such reports existitems specified in the punch-list and latent defects (as defined below), 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 by taking possession of the Premises, Tenant will be deemed to have accepted the Premises' compliance with Premises in their condition on the Americans with Disabilities Act, date of delivery of possession and to have acknowledged that Landlord has installed the improvements as required by this WORK LETTER and that there are no items needing additional work or with respect repair. The punch-list will not include any damage to the existence Premises caused by Tenant's move-in or absence of toxic early access, if permitted. Damage caused by Tenant will be repaired or hazardous materials, substances corrected by Landlord at Tenant's expense. Tenant acknowledges that neither Landlord nor its agents or wastes in, on, under employees have made any representations or affecting warranties as to the Premises and hereby disclaims any implied warranty regarding the suitability or fitness for any particular purpose, quality or merchantability of the Premises for the conduct of Tenant's business or for any portion thereof. Except other purpose, nor has Landlord or its agents or employees agreed to undertake any alterations or construct any tenant improvements to the extent otherwise Premises except as expressly provided in this Lease Agreement, the Premises shall be leased and this WORK LETTER. If Tenant fails to LCZ on an "ASsubmit a punch-IS, WHERE-IS" basis without any representations or warranties of any kind, express or implied. The parties agree that CITY shall not be required list to make or remove any improvements Landlord prior to the Premisescommencement date, it will be deemed that there are no items needing additional work or repair. CITY shall be released from Landlord's contractor will complete all responsibility and liability to LCZ regarding reasonable punch-list items within 30 days after the walk-through inspection or as soon as practicable after such walk-through. (b) A "latent defect" is a defect in the condition of the Premises, including environmental conditionscaused by Landlord's failure to construct the improvements in a good and workmanlike manner and in accordance with the working drawings, valuationwhich would not ordinarily be observed during a walk-through inspection. If Tenant notifies Landlord of a latent defect within one year following the commencement date, salability then Landlord, at its expense, will repair the latent defect as soon as practicable. Except as set forth in this paragraph 10, Landlord will have no obligation or utility of the Premises, or its suitability liability to Tenant 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 thereoflatent defects.

Condition of the Premises. LCZ hereby acknowledges (a) Subtenant 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 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 (i) except 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 specifically set forth or incorporated in this Lease AgreementSublease, the Purchase Agreement, Operating Agreement, or otherwise previously Sublandlord has made in writing. CITY makes no representation other representations 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 nature whatsoever respecting the Premises or any portion thereof. Except the alterations, additions and improvements, title 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 which is held by Sublandlord under Section 11.2 of the Premises, including environmental conditions, valuation, salability Master Lease (the “Sublandlord Owned Property”) located in or utility of serving the Premises, or its their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Premises and Sublandlord Owned Property located in or serving the Premises “as is, where is,” with all faults, without any purpose whatsoeverobligation on the part of Sublandlord to modify, improve or otherwise prepare the Premises for Subtenant’s occupancy, except as provided in Exhibit C attached hereto. (b) No later than sixty (60) days after the Commencement Date, Sublandlord shall at its sole cost and expense obtain and deliver to Master Landlord and to Subtenant an environmental study, performed by an expert reasonably satisfactory to Master Landlord and Subtenant, evaluating the presence or absence of hazardous substances and wastes, radiation and radioactive materials on and about the Property (as defined in the Master Lease) (the “Environmental Study”). LCZ agrees Such study shall be based on a reasonable and prudent level of tests and investigations of the Property and shall be intended to satisfy, on an interim basis, Sublandlord’s obligations under Section 13(b)(xi) of the Master Lease. Liability for any remedial actions required or recommended on the basis of such study shall be allocated between Master Landlord and Sublandlord in accordance with the Master Lease. Within thirty (30) days of the date of the aforementioned report, Sublandlord shall commence, and thereafter shall diligently pursue to completion, all actions required under the Master Lease with respect to hazardous substances and wastes, radiation and radioactive materials on and about the Property, and Subtenant shall have no liability whatsoever in connection therewith; provided Subtenant shall reasonably cooperate with Sublandlord in the performance of Sublandlord’s obligations in this regard. Sublandlord hereby certifies that it will not seek Sublandlord has taken all commercially reasonable steps necessary to recover from CITY decommission the areas of the Premises that contain levels of radiation higher than permitted pursuant to applicable environmental laws, and has complied with the Master Lease and all applicable laws with respect to any costs that may portion of the Building used in connection with hazardous substances and/or hazardous waste, as such terms are used in the Master Lease (the “Decommissioning” work). At the termination or expiration of this Sublease, Subtenant shall be incurred responsible, at its sole cost and expense, for the clean-up obligations arising under the Section 13 of the Master Lease, including Section 13.6(b)(xi) thereof only with respect to hazardous substances caused to be present in the Premises by Subtenant 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 locatedits agents, and specifically waives Subtenant does hereby agree to indemnify and hold harmless Sublandlord from any right and all costs, claims, and liabilities arising from or attributable to recovery thereofsuch obligations, and such obligation to indemnify and hold harmless shall survive the expiration or earlier termination of this Sublease. Throughout the term of this Sublease and at the termination or expiration of this Sublease, Sublandlord shall remain responsible, at its sole cost and expense, for the obligations arising under the Section 13 of the Master Lease, including Section 13.6(b)(xi) thereof arising out of or in connection with any Sublandlord Hazardous Substances, and Sublandlord does hereby agree to indemnify and hold harmless Subtenant from any and all costs, claims, and liabilities arising from or attributable to such obligations, and such obligation to indemnify and hold harmless shall survive the expiration or earlier termination of this Sublease. As used herein, the term “Sublandlord Hazardous Substances” shall mean any and all hazardous substances located within the Premises to the extent (I) such hazardous substances are identified as being present within the Premises by the Environmental Study as of the date thereof or (II) Subtenant can reasonably demonstrate that the presence of such hazardous substances was caused by Sublandlord.

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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇ ▇▇▇▇▇, ▇▇ 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 Except as specifically set forth in this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of and in the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existTenant Work Letter attached hereto as Exhibit B, 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 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 warranty (express or implied, with respect to ) regarding (i) 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 Real Property except as specifically set forth in this Lease Agreement, and the Tenant Work Letter or (ii) the suitability or fitness of the Premises shall or the Real Property for the conduct of Tenant's business. Any existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements to 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 constructed pursuant to the PremisesTenant Work Letter, may be collectively referred to herein as the "Tenant Improvements." Notwithstanding the foregoing, Landlord shall deliver the Premises to Tenant with the HVAC, electrical and plumbing systems and Building structure in good working order. CITY shall be released from all responsibility and liability to LCZ regarding the condition If, upon Landlord's delivery of the PremisesPremises to Tenant, including environmental conditions, valuation, salability such systems or utility structure are not in good working order and Tenant notifies Landlord on or before the earlier of (i) that date which is thirty (30) days after Landlord's delivery of the PremisesPremises to Tenant or (ii) the date Tenant first commences physical construction of its Improvements (including demolition work), then Landlord shall, at Landlord's sole cost and expense and as Tenant's sole remedy therefor, put such systems 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 structure 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 thereofgood working order.

Condition of the Premises. LCZ hereby “As-Is”. 7.1 Purchaser acknowledges that LCZ has personally examined that, between the Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection date hereof and the expiration of the Premises and not upon any representation or warranties or conditions by CITY or CITY's agents. To Due Diligence Period, Purchaser shall inspect the extent such reports exist, CITY shall provide any environmental, hazardous materialsPremises, and asbestos reports shall become familiar with the physical condition and state of repair thereof, and all other matters relating to the Premises, it being acknowledged by Purchaser that Purchaser has regarding had (or during the Parks and Recreation administration building and Ager Building, which Due Diligence Period shall not be relied upon as comprehensive in scope or accuracy. LCZ acknowledges that it has not been influenced have) a sufficient opportunity 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 perform all of any kind whatsoever, either express or implied, Purchaser’s due diligence with respect to the Premises, and shall accept the Premises “as is”, “where is”, as of the date of this Agreement, subject to reasonable use, titlewear, conditiontear and natural deterioration between now and the Closing Date, code without any reduction or law compliancecredit or abatement in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this Agreement. Except as expressly set forth in this Agreement, no representations, warranties or occupation agreements of the Premises with respect any kind whatsoever have been made by Seller in regard to the physical or structural operating condition of the Premises, the condition of Seller’s title thereto, freedom from defects, latent or patent, the income or profit to be derived from the Premises' compliance with , the Americans with Disabilities Actexpenses of operation and maintenance thereof, the present or prospective rental income therefrom, or with respect any other matter or thing affecting or relating 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 whole 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 part of the Premises, including environmental conditionsand no representation, valuationcovenant or warranty shall survive the Closing, salability or utility other than the Surviving Obligations. 7.2 Purchaser hereby acknowledges its reliance solely on its own examination, inspection and evaluation of the Premises, and not on any warranties or its suitability for representation, whether express or implied, from Seller, except those warranties and representations expressly made by Seller in this Agreement. Except as expressly set forth in this Agreement to the contrary, Purchaser releases Seller, any purpose whatsoever. LCZ agrees that it will not seek person, entity or party related to recover or affiliated with Seller (the “Seller Related Parties”) and their respective successors and assigns from CITY and against any costs that and all claims which Purchaser or any person, entity or any party related to or affiliated with Purchaser (each, a “Purchaser Related Party”) has or may be incurred for the clean-up have arising from or remediation related to any matter or thing related to or in any manner of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting connection with the Premises, regardless including the documents and information referred to herein, the Lease and the Tenant thereunder, any construction defects, errors or omissions in the design or construction and any environmental conditions, including, but not limited, to mold, and, except as expressly set forth in this Agreement to the contrary, neither Purchaser nor any Purchaser Related Party shall look to Seller, the Seller Related Parties or their respective successors and assigns in connection with the foregoing for any redress or relief. This release shall be given full force and effect according to each of where now locatedits express terms and provisions, including those relating to unknown and specifically waives unsuspected claims, damages and causes of action. The provisions of this Section 7.2 shall survive the termination of this Agreement or the Closing Date and shall not be deemed to have merged into any right of the documents executed or delivered at the Closing. To the extent required to recovery thereofbe operative, the disclaimers and warranties contained herein are “conspicuous” disclaimers for purposes of any applicable law, rule, regulation or order. Notwithstanding the foregoing, nothing contained herein shall relieve, release or limit Seller’s liability for Seller’s Surviving Obligations.

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 The undersigned Buyer 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 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 whatsoever, either express other than as may have been set forth in the Notice of Tax Possession Auction, have been made by or impliedon behalf of the City of ▇▇▇▇▇▇▇ concerning zoning, with respect to the useabutters, environmental matters, septic systems, state of title, conditioncommon expenses, code or law complianceutilities, or occupation of the Premises with respect to the operating expenses, current rental income, physical or structural condition of the Premisespremises, the Premises' compliance with the Americans with Disabilities Actany leases, tenancies or occupancy arrangements with respect to the premises, the existence on the premises of any hazardous waste, asbestos, lead-based paint, plaster or absence of toxic other lead-based accessible material, or hazardous materialsany other materials which may be subject to governmental regulation or restriction, substances or wastes in, on, under or affecting any other matters whatsoever. Title to any personal property located on the Premises and hereby disclaims any implied warranty regarding premises will not be conveyed. Without limiting the fitness for any particular purpose, quality or merchantability generality of the Premises foregoing, the undersigned purchaser acknowledges and agrees that the undersigned Buyer has received the Department of Public Health Property Transfer Notification Package, issued by the Director of the Child Lead Poisoning Prevention Program in the Department of Public Health for the Commonwealth of Massachusetts (attached as Exhibit I), and the undersigned Buyer further acknowledges and agrees that the undersigned Buyer has waived the opportunity to have an environmental or any portion thereof. Except lead inspection conducted prior to the extent otherwise public auction foreclosure sale of the premises. It is understood that the Buyer shall maintain the premises in conformance with all applicable environmental laws and regulations, including, but not limited to Mass. Gen. L. c. 21E, Mass. Gen. L. c. 111, and 42 U.S.C. § 103, et seq., and that the Seller shall have no liability in connection with environmental issues as further provided in this Lease Agreement, the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any Exhibit J. The Buyer acknowledges that no representations or warranties of any kindkind whatsoever, express other than as may have been set forth in the Notice of Tax Possession Auction, have been made by or impliedon behalf of the City of ▇▇▇▇▇▇▇ concerning the presence or absence of a septic system on the premises, and that no inspection has been conducted by the City of ▇▇▇▇▇▇▇ for the same. The parties agree that CITY shall not be required Pursuant to make or remove any improvements to 310 CMR 15.301, if the Premises. CITY premises are serviced by a septic system, the Buyer shall be released required, at his/her/their/its own expense, to inspect the septic system no later than six months from all responsibility and liability to LCZ regarding the condition date 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 locatedsale, and specifically waives any right to recovery thereof.shall otherwise comply with the requirements of 310 CMR

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior Section 5.1 Tenant agrees to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises and not upon in its “as is” condition on the Commencement Date, except for latent defects duly noticed to Landlord in accordance with Section 3.1 hereof. Except for the making of any representation or warranties or conditions by CITY or CITY's agents. To the extent such reports existLandlord’s Contribution as set forth in Article 31, CITY Landlord shall provide have no obligation to perform any environmentalwork, hazardous supply any materials, incur any expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. Section 5.2 Upon the request of Tenant, Landlord, at Tenant’s sole cost and asbestos reports it has regarding expense, shall execute any applications for any permits, approvals or certificate from any Governmental Authority required to be obtained by Tenant, including any special permits, public assembly permits or changes to the Parks certificate of occupancy for the Building required in connection with any Alterations, and Recreation administration building shall sign such applications within five (5) Business Days after request by Tenant, provided that (i) the provisions of the applicable Legal Requirements shall require that Landlord join in such application, and Ager Building, which shall not be relied upon as comprehensive (ii) such application relates to the performance by Tenant of Alterations in scope or accuracy. LCZ acknowledges that it has not been influenced to enter into accordance with the terms of this transaction, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating AgreementLease, or is otherwise previously made reasonably acceptable to Landlord. Landlord shall otherwise cooperate with Tenant in writing. CITY makes no representation connection therewith, provided that Tenant shall reimburse Landlord for any reasonable out-of-pocket cost or warranties of any kind whatsoever, either express or implied, expense incurred by Landlord in connection therewith (other than in connection with respect matters for which Landlord is otherwise responsible pursuant to the useprovisions of this Lease), titleincluding reasonable attorneys’ fees and disbursements, conditionand provided further that Tenant shall indemnify Landlord, code or law compliancein accordance with Article 29, or occupation of the Premises against any liability in connection therewith (other than in connection with respect matters for which Landlord is expressly responsible pursuant to the physical or structural condition provisions 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 thereofLease).

Condition of the Premises. LCZ hereby acknowledges that LCZ Section 5.1. Tenant has personally examined the Premises prior Premises, and agrees to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in its “as is” condition on the Commencement Date, and not upon further agrees that Landlord shall have 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 expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and asbestos reports it has regarding satisfactory condition. Section 5.2. Tenant shall have the Parks right to use, without additional charge, all wires, pipes, ducts and Recreation administration building conduit installed by or on behalf of NYCC in the Premises, or between the Premises and Ager Buildingthe Roof Equipment, which or between the Premises and the Building Systems, and all equipment left by NYCC in the Premises. Section 5.3. If requested by Tenant, Landlord, at Tenant’s expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Law shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be relied upon as comprehensive in scope obligated to incur any unreimbursed cost or accuracyexpense, including attorneys’ fees and disbursements, or suffer or incur any liability for which Landlord is not indemnified by Tenant. Section 5.4. LCZ acknowledges that it has not been influenced to enter into this transactionNotwithstanding the foregoing, nor has LCZ relied upon if any warranties Alterations performed by or representations not set forth or incorporated in on behalf of Tenant under this Lease Agreement(the “Primary Work”) result in the necessity for Upgrade Work to be performed in the Building, the Purchase Agreement, Operating Agreement, whether or otherwise previously made not 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 in order to comply with the Americans with Disabilities ActLaw, including any removal or with respect remediation of Hazardous Materials, then notwithstanding anything to the existence contrary contained herein, Tenant shall be responsible for all cost and expense in connection with such Upgrade Work. “Upgrade Work” shall mean any Repairs or absence Alterations required to be performed by Law solely as a result of toxic or hazardous materials, substances or wastes in, on, under or affecting Primary Work performed by Tenant to the Premises and hereby disclaims any implied warranty regarding or other areas of the fitness Building (to the extent permitted hereunder) which Alterations or Repairs would not otherwise be required to be performed in order for any particular purpose, quality or merchantability of the Premises or any other portion thereofof the Building to be in compliance with Law. Except to Without limiting the extent otherwise provided in this Lease Agreementgenerality of the foregoing, 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 Upgrade Work shall not be required to make include curing existing violations, whether or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition not of the Premises, including environmental conditions, valuation, salability or utility of the Premisesrecord, or its suitability for Repairs necessitated by defects in existing construction or other latent defects discovered as a result of or during the course of performing any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for the clean-up Upgrade Work 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 thereofPrimary Work.

Condition of the Premises. LCZ Tenant hereby acknowledges that LCZ has personally examined agrees to accept the Premises prior in their existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to entering into this Lease Agreement. This Lease Agreement refurbish or otherwise improve the Premises at any time; provided, however, Landlord agrees to provide Tenant with an allowance of up to (but not to exceed) $713,500 (which is based upon LCZ's personal inspection equal to $5.00 per square foot of rentable area) (the “Allowance”) which Allowance may be used as a reimbursement of Tenant’s expenses paid by Tenant to third-parties in connection with the installation of Alterations (as defined in Section 8.1 of the Original Lease) to the Premises performed after the Effective Date. Any such Alterations shall be constructed in accordance with the terms and not upon conditions of Article 8 of the Original Lease and shall be subject to Landlord’s review and approval of plans and specifications as more particularly described in the Lease. In the event Tenant desires any representation or warranties or conditions by CITY or CITY's agents. To such reimbursement of the extent Allowance, Tenant shall notify Landlord of the amounts that Tenant wants reimbursed (and, if reimbursed, Tenant shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within eighteen (18) months following the Effective Date, and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such reports existamounts Tenant desires to have reimbursed within said eighteen (18) month period, CITY shall provide any environmental, hazardous materials, and asbestos reports it has regarding the Parks and Recreation administration building and Ager Building, which Tenant shall not be relied upon entitled to any such reimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, or such portion thereof as comprehensive Tenant may be entitled to, shall be made within thirty (30) days after each and all of the following conditions shall have been satisfied: (a) the Alterations shall have been completed in scope accordance with the plans submitted to and approved by Landlord in accordance with the Lease; (b) Tenant shall have delivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or accuracymaterialmen furnishing labor, supplies or materials in the construction or installation of the Alterations have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the Alterations; and (d) Tenant shall not then be in default of any of the provisions of the Lease beyond applicable notice and cure periods. LCZ acknowledges that it has If, at any time, the amount remaining in the Allowance is insufficient to pay for any requested reimbursements or expenses, then Tenant shall bear the cost of any excess and shall promptly pay the estimated cost of such excess to the applicable payee. If Tenant’s reimbursements are less than the Allowance, Tenant shall not been influenced to enter into this transaction, nor has LCZ relied upon receive any warranties or representations not credit whatsoever for the difference. Except as otherwise expressly set forth or incorporated in this Lease Agreementparagraph, the Purchase Agreement, Operating Agreement, Tenant acknowledges and agrees that any and all improvements 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 allowances required to make be performed or remove any improvements to provided by Landlord in the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the PremisesLease, including environmental conditionsif any, valuation, salability have been performed 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 thereofsatisfied.

Condition of the Premises. LCZ hereby acknowledges that LCZ Section 4.1 Tenant has personally examined the Premises prior and agrees to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in their "as is" condition on the Commencement Date, and not upon further agrees that Landlord shall have 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 expenses or make any installations in order to prepare the Premises for Tenant's occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and asbestos reports it has regarding satisfactory condition. Section 4.2 Tenant shall perform all work and assume all responsibility to cause the Parks fire suppression system currently installed in the Premises to comply with all applicable Legal Requirements, and Recreation administration building Tenant shall with reasonable promptness obtain all requisite approvals and Ager Buildingsign-offs with respect to such system from Governmental Authorities, which including the making of any repairs or modifications to such system to cause the same to so comply with applicable Legal Requirements. Section 4.3 Upon the request of Tenant, Landlord, at Tenant's cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Legal Requirement shall require that Landlord join in such application, and (ii) is made in connection with an Alteration approved by Landlord, or if such approval is not required hereunder, such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be relied upon as comprehensive in scope obligated to incur any cost or accuracy. LCZ acknowledges that it has not been influenced to enter into this transactionexpense, nor has LCZ relied upon any warranties or representations not set forth or incorporated in this Lease Agreement, the Purchase Agreement, Operating Agreementincluding attorneys' fees and disbursements, or otherwise previously made suffer or incur any liability, 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 thereofconnection therewith.

Condition of the Premises. LCZ hereby acknowledges Subject to (i) Landlord’s obligations under Exhibit B attached hereto and made a part hereof, and (ii) any of Landlord’s existing obligations to maintain, restore or repair the Building that LCZ are currently set forth in the Lease and Exhibit B hereto, as of the Relocation Date, Tenant agrees to accept from Landlord through the expiration of the Term as extended by the Fifth Amendment Extension Term, the Relocation Premises in its existing “AS-IS,” “WHERE-IS,” and “WITH ALL FAULTS” condition, and Landlord shall have no obligation whatsoever to refurbish the Relocation Premises at any time through the expiration of the Term as extended by the Fifth Amendment Extension Term; however, provided that Tenant has personally examined not defaulted in any of its obligations in the Premises prior Lease beyond applicable notice and cure periods, if any, resulting in a termination of the Lease or Tenant’s rights to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection possession of the Premises pursuant to Landlord’s remedies under the Lease, then Landlord agrees to provide Tenant with an allowance in an amount up to (but not to exceed) $[***] (equal to $[***] per rentable square foot in the Relocation Premises) (“Landlord’s Construction Allowance”) for the construction of certain improvements in the Relocation Premises (the “Relocation Improvements”), in accordance with and not upon subject to the terms and provisions of Exhibit B attached hereto and incorporated herein for all purposes. Except as otherwise provided in this Fifth Amendment, Tenant agrees and acknowledges that neither Landlord nor any agent of 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, warranty with respect to the use, title, condition, code condition of all or law compliance, or occupation any portion of the Premises with respect to Relocation Premises, and/or the physical or structural condition suitability of the PremisesRelocation Premises for the conduct of Tenant’s business, 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 Relocation Premises is suitable for Tenant’s intended use. Other than the Relocation Improvements, Tenant acknowledges and agrees that any particular purposeand all obligations of Landlord originally existing in the Lease to perform improvements or provide allowances, quality or merchantability if any, have been completed and satisfied in their entirety, including, without limitation, as set forth in Section 6 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 thereofFourth Amendment.

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 acknowledges that LCZ has personally examined the (a) The Premises prior to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection are being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord, as 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 thereofCommencement Date. Except to the extent otherwise as provided in this Lease Agreementherein, 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 Landlord shall not be required to make perform any work in or remove any improvements to the Premises or the common areas of the Building to prepare the same for Tenant’s occupancy, nor shall Landlord he required to make any allowance or contribution toward the cost of any such work. Tenant acknowledges that it has thoroughly inspected the Premises and common areas of the Building and has found the same satisfactory for Tenant’s intended uses. Between the date hereof and the Commencement Date, Tenant will he occupying the Premises as a sublessee under the existing Tenant. Notwithstanding the foregoing, promptly upon the full execution and delivery of this Lease, and Landlord’s receipt of the first month’s Basic Rent and any security deposit (the “Work Conditions”), Landlord will undertake to (i) patch and paint the walls of the Premises as reasonably necessary, and (ii) shampoo the existing carpeting (“Landlord’s Work”). Landlord will perform the same in a good and workmanlike and use reasonable effort to complete Landlord’s Work within fifteen (15) days after satisfaction of the Work Conditions. Landlord further represents that, as of the Commencement Date, the electrical and mechanical systems and equipment serving the Premises will be in good working condition. (b) Notwithstanding the foregoing, the furniture (the “Furniture”) identified in Schedule “Furniture,” annexed hereto and made a part hereof, and which is currently located in the Premises, shall remain in the Premises for Tenant’s use throughout the Term. CITY shall be released from all responsibility and liability to LCZ Landlord makes no representation regarding the condition of the PremisesFurniture, including environmental conditions, valuation, salability and shall have no obligation to make any repairs or utility of incur any costs with respect thereto. Tenant shall keep the Premises, or its suitability Furniture in good repair and condition (reasonable wear and tear excepted) and he responsible for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred for necessary replacements and, at Landlord’s option, shall surrender the clean-up same with the Premises at the expiration or remediation in any manner earlier termination 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 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' Building, the Project or this Lease (including, without limitation, the condition thereof) have been made to Tenant by Landlord or its broker or sales agent, other than as may be expressly contained in this Lease. Promptly following the Possession Date, Tenant shall construct the Tenant Improvements in the Premises as described and defined in Exhibit E and Exhibit E-l. 9.2 In the event Tenant discovers any noncompliance with Landlord’s delivery conditions described above in Section 9.1, Tenant shall give Landlord written notice of such noncompliance within one hundred eighty (180) days following the date set forth in Section 1 of the Summary of Basic Lease Information and, if notice is timely received, Landlord shall promptly commence and thereafter diligently pursue the reasonable cure of such noncompliance. In the event Tenant discovers any noncompliance with Landlord’s delivery conditions described above in Section 9.1 above after the one hundred eighty (180) day period, except for the cost of curing latent structural defects (which shall be Landlord’s obligation to cure and shall not be limited to the time-period above), Landlord shall not be responsible to cure such noncompliance, which cure shall be the responsibility of Tenant at its sole cost and expense. All work required of Landlord pursuant to this Section 9.2 shall be diligently completed by Landlord at Landlord’s sole cost and expense, in a good and workmanlike manner, and in compliance with all applicable Laws. All repairs required under this Section 9.2 shall be commenced promptly following Landlord’s timely receipt of written notice, but in any event within thirty (30) days after Landlord’s receipt of written notice (except when the Americans repairs require more than thirty (30) days for performance and Landlord commences the repairs within thirty (30) days and thereafter diligently pursues the repairs to completion). If the need for any such repairs (i) materially interferes with Disabilities ActTenant’s ability to obtain Permits for Tenant Improvements, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such interference, (ii) prevents or delays a certificate of occupancy for the Premises from being obtained by Tenant, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such prevention or delay, (iii) materially interferes with Tenant’s efforts to construct or complete Tenant Improvements, as documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such interference, or (iv) otherwise materially interferes 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 Tenant’s preparation of the Premises for business or any portion thereof. Except materially impacts Tenant’s ability to the extent otherwise provided in this Lease Agreement, the Premises shall be leased to LCZ conduct business 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 conditionsas documented by Tenant in a written notice delivered to Landlord within one (1) Business Day following the occurrence of each such interference or impact, valuation, salability or utility then the Commencement Date for the portion of the Premises, or its suitability Premises affected shall be extended by one (1) day for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may be incurred each day of delay following Landlord’s receipt of Tenant’s written notice as required hereunder caused by the need 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 thereofsuch Landlord repairs.

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 T▇▇▇▇▇ 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 T▇▇▇▇▇’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 acknowledges that LCZ has personally examined A. Subject to any latent structural defects discovered by Tenant within the thirty (30) day period first following delivery of possession of the Premises prior by Landlord to entering into this Lease Agreement. This Lease Agreement Tenant (so long as Landlord is based notified of the same within the time period for discovery), and any other latent structural defects in the Premises which are not reasonably capable of being discovered upon LCZ's personal a reasonable inspection of the Premises within said thirty (30) day period discovered by Tenant within the one (1) year period first following delivery of possession of the Premises by Landlord to Tenant, by taking possession of the Premises, Tenant shall be deemed to have agreed that the Premises were as of the date of taking possession, in good order, repair and not upon any representation condition. No promises of Landlord to alter, remodel, decorate, clean or warranties or conditions by CITY or CITY's agents. To improve the extent such reports exist, CITY shall provide any environmental, hazardous materials, Premises 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 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 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 respecting the condition of the PremisesPremises has been made by Landlord to Tenant, including environmental conditionsunless the same is contained herein or made a part hereof. B. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, valuation, salability or utility as all of the Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that same may be incurred for amended and supplemented from time to time (collectively referred to herein as the clean-up “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or remediation in any manner of any toxic or hazardous materials, substances or wastes as may exist in, not apply to the Premises depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, as of the date of construction, complies with Title III, and that to the extent any repairs have been required by any applicable federal, state or municipal governmental authority after the date of construction but prior to the Commencement Date, in order to bring the Building into compliance with any new requirements of the ADA enacted after the date of the construction, the same have been completed. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or affecting in connection with this Lease) to the Premises, regardless extent that same arises out of where now located, and specifically waives any right matters specific to recovery thereofTenant’s activities or operations or resulting from alterations to the Premises made by Tenant.

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 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇, 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 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 (a) The Building One Premises shall be leased delivered to LCZ and accepted by Tenant in their present "as-is" condition, except that Landlord during the first six (6) months of the Extended Lease Term shall cause certain alterations, renovations and modifications to be made to the tenant improvements in the Building One Premises in accordance with (i) a space plan for the Building One Premises to be prepared by Gree▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇hitects (the "Space Plan"), which Space Plan shall be subject to Landlord's and Tenant's prior written review and once approved shall be attached hereto as Exhibit 2 and made a part hereof, and (ii) the construction drawings and specifications which shall be based on the Space Plan and which shall be prepared by Gree▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇hitects and shall be subject to the prior written approval of Landlord and Tenant (the Space Plan and the construction drawings and specifications are referred to collectively herein as the "Space Plan and Construction Drawings"). (b) All alterations, renovations, modifications and improvements which are to be made to the Building One Premises pursuant to this Paragraph 6 shall be done in accordance with the Space Plan and Construction Drawings, (ii) shall be subject to the provisions of this Paragraph 6 and Article IX and Article XIII of the Lease and (iii) shall be made at Tenant's sole cost, and expense; provided, however, that Landlord agrees to provide Tenant with an improvement allowance (the "AS-IS, WHERE-IS" basis without any representations or warranties Tenant Improvement Allowance") in an amount equal to the product (x) of any kind, express or impliedEighteen Dollars ($18.00) multiplied by (y) the number of square feet of Net Rentable Area in the Building One Premises. The parties agree that CITY shall not be required to make or remove any improvements to the Premises. CITY Tenant Improvement Allowance shall be released from applied, as hereinafter set forth, to all responsibility "hard" and liability to LCZ regarding "soft" costs incurred in connection with the condition design, modification, alteration, renovation, construction and installation of the tenant improvements in the Building One Premises, including environmental conditionsincluding, valuationwithout limitation, salability or utility any and all architectural, engineering and consulting fees and cabling and wiring fees in connection therewith. In the event the entire Tenant Improvement Allowance is not fully utilized during the first six (6) months of the Extended Lease Term in connection with designing, renovating, altering and upgrading the tenant improvements in the Building One Premises, or its suitability for any purpose whatsoever. LCZ agrees that it will not seek to recover from CITY any costs that may such unused portion of the Tenant Improvement Allowance shall be incurred for applied against 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, seventh and specifically waives any right to recovery thereof.any

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 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 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 A. Subject to Landlord’s obligation to complete the Punch List Work and to repair latent defects and subject to Landlord’s warranty of construction, all as set forth in Section 3 hereof, by taking possession of the Premises, Tenant shall be deemed to have agreed that LCZ has personally examined the Premises prior were as of the date of taking possession, in good order, repair and condition. No promises of the Landlord to entering into alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty expressed or implied, respecting the condition of the Premises or the Building has been made by the Landlord to Tenant, unless the same is contained herein or made a part hereof. B. Except as otherwise provided herein, Tenant shall, at its own expense, keep the Premises in good repair and tenantable condition, and shall promptly and adequately repair all damages to the Premises (subject to the approval of Landlord and within a reasonable period of time as specified by Landlord), loss by ordinary wear and tear, fire and other casualty, condemnation and damage by Landlord excepted. If Tenant does not do so promptly and adequately repair any such damage, Landlord may, but need not, make such repairs and Tenant shall pay Landlord for such repairs thirty (30) days after request by Landlord and receipt of documented expenses subject to and in accordance with the provisions of Section 28 hereof. C. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. 12 10 1 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“ Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the Premises and the Building depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Building, as of the Commencement Date, shall comply with the ADA. Tenant shall be responsible for all Title III compliance and costs in connection with the Premises (including structural work, if any, and including leasehold improvements or other work to be performed in the Premises under or in connection with this Lease Agreement. This Lease Agreement Lease) if used for other than the permitted purposes or resulting from Alterations (as hereinafter defined) to the Premises made by Tenant after the Commencement Date. (1) Landlord represents and warrants to Tenant that: (a) Landlord has not, nor is based upon LCZ's personal inspection aware of anyone who has, at any time used or permitted the use of any portion of the Property to be used in violation of or in a manner which would create any liability under any federal, state or local environmental statutes, regulations, ordinances or orders (collectively “Environmental Laws”) relating to environmental conditions on, under or about the Property including violations of or liabilities arising under Environmental Laws relating to the presence of Hazardous Materials (defined below) at or under the Property; and (b) (i) to the best of Landlord’s knowledge and belief after due diligence and due inquiry, there does not exist (and will not exist as of the date of substantial completion of the Premises and Common Areas) any leak, spill, release, discharge, emissions or disposal of Hazardous Materials on or from the Property (including the Building to be located thereon) and (ii) and the Property and the Premises do not upon any representation or warranties or conditions by CITY or CITY's agents. To (and will not 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 Agreement, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties date of any kind whatsoever, either express or implied, with respect to the use, title, condition, code or law compliance, or occupation substantial completion of the Premises and Common Areas) contain, or have present, any Hazardous Materials. In the event that any such leak, spill, release, discharge, emission or disposal of Hazardous Materials shall occur at the Property, Landlord shall take any and all actions necessary to bring the Property, including the Building, into compliance with respect Environmental Laws (including the elimination of prospective liabilities to Tenant arising under Environmental Laws which liabilities are caused by Landlord) and other governmental requirements relating thereto. Landlord agrees to notify Tenant immediately upon discovery of any Hazardous Materials on the physical Property or structural condition in the Park, and subject to and in accordance with Section 17.K hereof, to indemnify, defend and hold harmless Tenant and its employees and agents from and against any claims, judgments, damages, administrative or judicial penalties, fines, costs, liabilities or loss (including without limitation reasonable attorneys’ fees) which arise during or after the Term from or in connection with the presence or suspected presence of Hazardous Materials at the Building or the Property. In no event shall Landlord be obligated to indemnify Tenant for any Hazardous Materials which are generated or released at the Property, as a result of the Premisesnegligent or willful acts or gross misconduct of Tenant, its employees, agents, contractors or licensees. The covenants and indemnifications set forth in this Section 10. D.(l) and (2) shall survive the Premises' compliance expiration or earlier termination of this Lease. (2) Subject to and in accordance with Section 17.K hereof, Landlord shall defend, indemnify and hold Tenant harmless for and against any and all losses, costs (including reasonable attorney’s fees) liabilities and claims arising from Landlord’s violation of any Environmental Laws (or liabilities to Tenant arising under Environmental Laws which liabilities are caused by Landlord) which may affect the Americans with Disabilities ActProperty and the Premises and shall assume full responsibility and cost to remedy such violations or liabilities caused by Landlord, provided that the violations or with respect to the existence liabilities are not caused solely by Tenant. (3) Neither Landlord nor Tenant shall at any time use, generate, store or absence dispose 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 about the Premises or transport to or from the same any portion thereofHazardous Materials or permit or allow any third party to do so, absent compliance with Environmental Laws except for customary cleaning supplies and storage of diesel fuel. Except For the purposes of this Lease, the term “Hazardous Materials” shall include without limitation any oil, petroleum product, asbestos, any flammable, explosive or radioactive material, medical wastes or any oil, any hazardous or toxic waste, substance or material, including without limitation substances defined as “hazardous substances,” “hazardous waste,” “solid waste” or “toxic substances” under any Environmental Laws relating to any of the foregoing, air pollution (including noise and odors) soil, surface water or groundwater contamination, liquid and solid waste, pesticides, community and employee health, environmental land use management, storm water, sediment control, nuisances, radiation, wetlands, endangered species, environmental permitting) which laws may include, but not be limited to; the Toxic Substance Control Act; the Clean Water Act; the National Environmental Policy Act, as amended; the Solid Waste Disposal Act, as amended; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Hazardous Material Transportation Act, as amended; the Resource Conservation and Recovery Act, as amended, the Clean Air Act, as amended; the Emergency Planning and Community Right-To-Know Act, as amended; the Occupational Safety and Health Act, as amended; comparable Arizona state and local environmental laws and/or ordinances; and all rules and regulations promulgated pursuant to such laws and ordinances. (4) In the event of a release or threatened release of Hazardous Materials to the extent otherwise provided environment resulting from Tenant’s activities at the Property or in this the event any claim, demand, action or notice is made against the Tenant regarding Tenant’s failure to comply with Environmental Laws, Tenant shall immediately notify the Landlord in writing and shall give to Landlord copies of any written claims, demands or actions, or notices so made against or known to Tenant. (5) Upon termination of the Lease Agreementor upon Tenant’s abandonment of the leasehold, the Premises Tenant shall, at its sole expense, remove any equipment which may cause contamination at or from the Property, and shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without clean up any representations existing contamination caused by Tenant in compliance with all applicable Environmental Laws governing Hazardous Materials or warranties in accordance with orders of any kindgovernmental regulatory authority. E. Landlord hereby covenants and agrees to maintain the Building and the Property in a first-class manner, express or implied. The parties agree that CITY shall not be required to make all repairs, alterations, additions or remove any improvements replacements to the Premises. CITY shall be released from Property required by any law, ordinance or order or regulation of any public authority, including repairs, alterations, additions or replacements to the foundations and structural elements of the Building; to keep the Building equipped with all responsibility safety appliances so required; and liability to LCZ regarding comply with the condition orders and regulations of all governmental authorities with respect to zoning, building, fire, health codes, regulations, ordinances or laws applicable to the Property and the Premises, including environmental conditionsthe ADA requirements set forth above, valuationand any Environmental Laws relating to Hazardous Materials, salability or utility provided however, only to the extent applicable and provided herein, the cost of same may be included in Operating Costs. F. Landlord agrees to take all reasonable action available to Landlord to cause the Association, as defined in the Declaration, to comply with and enforce the terms and provisions of the PremisesDeclaration, including but not limited to maintenance of insurance and the maintenance of the Park Common Areas, for the, benefit of the Property, as may be reasonably requested by Tenant. Notwithstanding the foregoing, if Landlord shall fail, having used good faith efforts, to cause the Association to cure such default (or if Such dispute shall not be resolved) within a reasonable period of time, then following thirty (30) days notice from Tenant to Landlord, Tenant shall have the right, at its suitability sole cost and in the name of Landlord, to file any such protest and/or to make demand or institute any appropriate action or proceeding against Association for any purpose whatsoeverthe enforcement of its obligations. LCZ Landlord agrees that it will not seek to recover from CITY any costs that shall sign such demands, pleadings and/or other papers, and shall otherwise cooperate with Tenant, as may be incurred for reasonably required or necessary to enable Tenant to enforce the clean-up or remediation in any manner obligations of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting Landlord against the Premises, regardless of where now located, and specifically waives any right to recovery thereofAssociation.

Condition of the Premises. LCZ hereby acknowledges that LCZ Section 4.1 Tenant has personally examined the Premises prior and agrees to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the Premises in their “as is” condition on the Commencement Date, and not upon further agrees that, Landlord shall have 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 expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and asbestos reports it has regarding satisfactory condition. Section 4.2 Landlord shall perform the Parks following work at the Premises, at Landlord’s sole cost and Recreation administration building in accordance with all Legal Requirements (“Landlord’s Work”): (a) demolish all existing improvements within the Premises, remove, encapsulate or otherwise ▇▇▇▇▇ any asbestos-containing materials within the Premises in accordance with Legal Requirements, and Ager provide Tenant with a New York City Department of Environmental Protection Form ACP-5 in connection therewith, and deliver the Premises in broom-clean condition, (b) construct a demising wall in a Building standard manner to separate the Premises from adjacent rentable space and common areas, and (c) install Building standard entrance doors of at least 5’ x 7’ with 3’ active leaf and 2’ inactive leaf to the Premises. Upon the request of Tenant, made at any time prior to Landlord’s commencement of Landlord’s Work, Landlord shall as part of Landlord’s Work demolish all improvements to the Building’s life safety systems within the Premises. Notwithstanding anything to the contrary contained in this Lease, which but subject to Landlord’s obligations set forth in Section 9.11, Landlord shall have no obligation to ▇▇▇▇▇, encapsulate or remove any asbestos-containing materials located in the Building’s core or perimeter, behind perimeter heating units or in shafts, columns, beams or wet stacks, and the work, if any, to be performed by Landlord in the Building’s core or perimeter, in shafts, columns, beams or wet stacks pursuant to this Section 4.2 shall not require such abatement, encapsulation or removal in order for an ACP-5 Certificate 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, 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, issued with respect to the use, title, condition, code or law compliance, or occupation Premises. Without limitation of the provisions of Section 2.3, Landlord agrees to use commercially reasonable efforts to complete Landlord’s Work within thirty (30) days after the execution and delivery of this Lease by Landlord and Tenant. Section 4.3 Landlord acknowledges that Tenant intends to perform certain Alterations, including the Alterations described in Exhibit D attached hereto and made a part hereof, in order to prepare the Premises for its occupancy, which alterations shall be satisfactory to Landlord and shall comply with respect applicable Legal Requirements (the “Initial Alterations”). Section 4.4 Upon the request of Tenant, Landlord, at Tenant’s cost and expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the physical or structural condition provisions of the Premisesapplicable Legal Requirement shall require that Landlord join in such application, the Premises' compliance and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with the Americans with Disabilities ActTenant in connection therewith, 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 Landlord shall not be required obligated to make incur any cost or remove any improvements to the Premises. CITY shall be released from all responsibility and liability to LCZ regarding the condition of the Premisesexpense, including environmental conditions, valuation, salability or utility of the Premisesattorneys’ fees and disbursements, or its suitability for suffer or incur 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 liability, 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 Tenant(s) agree to: (1) keep the premises clean and sanitary and in good repair, and upon termination of the tenancy, to return the premises to Landlord in a condition identical to that LCZ has personally examined which existed when Tenant(s) took occupancy, except for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in and about the premises of which they become aware; and (3) reimburse Landlord, on demand by Landlord, for the cost of any repairs to the Premises damage by Tenant(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to entering into this Lease Agreementthe move in date. This Lease Agreement is based upon LCZ's personal inspection of Tenant shall make amenable efforts to schedule a time with Landlord to meet at 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 order 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 transfer possession of the Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by Tenant(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in excess of 10 gallons (collectively referred to hereafter as “Pets”), are allowed on the Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or without cause, by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the Premises' compliance with , whether such pets belong to Tenant(s) or to any other person. The presence of any pets as to which written permission has not been given and is not currently in force, even if such pets are “just visiting,” shall be deemed a material and incurable breach of this Lease and shall be cause for the Americans with Disabilities Act, service of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or with respect service animals. A disabled individual who requires an animal in order to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises be able to use and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of enjoy the Premises or any portion thereof. Except the Property should contact Landlord, before bringing the animal onto the Premises, and request an accommodation to the extent otherwise provided in this Lease Agreementprovision. All accommodation requests will be processed in accordance with applicable laws. None. ______________________________________________________, under the following conditions: __________________________________________________________________________________ LANDLORD'S ACCESS TO PREMISES: The Parties agree that upon advance reasonable notice of at least 24 hours to Tenant(s), and at least 48 hours notice to conduct an inspection of the premises, Landlord or Landlord's agents shall have the right to enter the Premises shall be leased during normal business hours of Monday through Saturday from 9:00 AM to LCZ on an "AS-IS6:00 PM for the purpose of: (1) making desired, WHERE-IS" basis without any representations necessary or warranties of any kindagreed repairs, express decorations, alterations, improvements, or implied. The parties agree that CITY shall not be required to make or remove any improvements renovations to the Premises, to an adjacent unit or for the benefit of the building in which the Premises is located; (2) supplying necessary or agreed services; (3) showing the unit to prospective or actual purchasers, mortgagees, tenants, workmen or contractors; or (4) for any other purposes permitted by California Civil Code Section 1954 (REPLACE BEFORE MENTIONED WITH YOUR STATE CIVIL CODE) (and any other applicable statutes or amendments which might be enacted subsequent to the execution of this Lease). CITY Tenant(s) also agrees that if Tenant(s) denies Landlord access to the Premises when Landlord is in compliance with statutory requirements and entitled to access, any such denial of access shall be released from all responsibility deemed a material and liability incurable breach of this Lease and shall entitle Landlord to LCZ regarding serve Tenant(s) with a 3 Day Notice To Quit. In the condition event of an emergency (such as a fire, plumbing leak, etc), or Tenant(s)’s abandonment or surrender of the Premises, including environmental conditionsLandlord or its agents may enter the Premises at any time without consent or prior notice. With at least 48 hour notice, valuationTenant hereby grants Landlord, salability or utility Landlord agents, interior and exterior access to the premises, for the purpose of Periodic Maintenance Inspections. Upon lease signing, Tenant grants willful consent for the following periodic inspections. 3 months from Tenant(s)’s move-in date, an interior and exterior inspection of the Premisespremises will be performed. After which, Landlord will perform an interior inspection at 12 month intervals, and an exterior inspection at 6 month intervals. If at anytime it appears Tenant(s) is not taking good care of the property, then Landlord reserves the right to increase, both interior and exterior, inspection interval to every 3 months until such time as the Premises upkeep is brought back up to an acceptable standard. If the minimum standard of care for the property is not continually met, even after necessary written warnings, then a subsequent 30 Day Notice will be given to the residing Tenant(s). Refusal of these terms, either now at lease signing, or its suitability in the future during tenancy, is in direct violation of this Lease, and if currently residing in the premises will result in a 3 Day Notice to Perform Covenant. Additionally, if these terms are not agreeable to you at time of signing, then it is encouraged that you do not sign this Lease. Tenant(s) will be given the option to be present for any purpose whatsoeverinspections, but do not have to be. LCZ agrees that it Tenant does NOT wish to be present for periodic inspections. 48 hour notice will still be given, but Landlord’s estimated time of arrival will not seek be given. Tenant WISHES to recover from CITY any costs that be present for periodic inspections. If Tenant(s) prefer to be present, then Landlord will make every reasonable attempt to make it so, by giving Tenant(s) an agreed upon expected window time of Landlord’s arrival. If Tenant(s) is a no-show during the window time, then Landlord 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 enter without Tenant(s) presence. SIGNS: Tenant authorizes Landlord to place FOR SALE/LEASE signs on the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

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 representation or representations not set forth statement of the Port Authority or incorporated its Commissioners, officers, employees or agents as to the condition of the premises, or its 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 and 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. 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 Agreementto the condition of the premises as of the commencement of the term thereof, the Purchase Agreement, Operating Agreement, or otherwise previously made in writing. CITY makes no representation or warranties same shall be deemed to mean (b) All the obligations of any kind whatsoever, either express or implied, the Lessee under this Section with respect to the useresponsibilities, titlerisks, condition, code costs and expenses assumed by the Lessee shall survive the expiration or law compliance, or occupation termination 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 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 all costs and expenses in connection therewith, except if caused by the negligent or willful misconduct of the Master Lessor, the Community, the Secretary or the United States. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B. The parties acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.) and regulations and guidelines promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”) pertaining to business operations, accessibility and barrier removal, and that such requirements may be unclear and may or may not apply to the physical Premises depending on, among other things: (1) whether Tenant’s business operations are deemed a “place of public accommodation” or structural condition a “commercial facility,” (2) whether compliance with such requirements is “readily achievable” or “technically infeasible,” and (3) whether a given alteration affects a “primary function area” or triggers so-called “path of travel” requirements. Landlord represents that the Premises as of the Premisesdate of construction and the tenant improvements installed in the Premises by Landlord as of the Commencement Date, comply with Title III and shall continue to comply with those requirements throughout the Premises' term of this Lease, as it may be extended, except as provided in the next sentence. Tenant shall be responsible for all Title III compliance and costs in connection with the Americans with Disabilities ActPremises (including structural work, if any, and including leasehold improvements or with respect other work to be performed in the existence or absence of toxic or hazardous materials, substances or wastes in, on, Premises 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 in connection with this Lease) to the extent otherwise provided in this Lease Agreement, the Premises shall be leased that same arises out of matters specific 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 Tenant’s Permitted Use of the Premises, including environmental conditions, valuation, salability or utility Tenant’s operation (if applicable) of the PremisesLab, Deli, Workout Facilities, Meeting Rooms and other specialty areas, and/or resulting from alterations, improvements and/or additions to the Premises made by Tenant. C. Tenant acknowledges the particular relevance and applicability of Federal and Community laws pertaining to the protection and preservation of historic and archeological resources on Indian lands, which are widespread throughout the Community. Such laws include, without limitation, the Historic Preservation Act of 1966, the Archeological Resources Protection Act of 1979, the Native American G▇▇▇▇▇ Protection and Repatriation Act of 1991, and the Community’s Antiquities Ordinance of 1986, Code § 19-1 et seq. Tenant agrees to strict compliance with such laws for purposes of Tenant’s Permitted Use of the Premises and alterations made to the Premises by Tenant and further agrees, during the Lease Term, to notify the Community’s department responsible for cultural and environmental resources immediately upon the discovery 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 reasonable suspicion of the clean-up or remediation in any manner presence of any toxic or hazardous materials, substances or wastes as may exist in, on, under or affecting archeological resources within the Premises. If during the construction of the Premises Landlord learns of the presence of historic or archeological resources, regardless Landlord shall promptly notify Tenant of where now locatedthat discovery. If the discovery has a reasonable chance, and specifically waives any right in Landlord’s reasonable opinion, of delaying the Commencement Date by more than nine (9) months, Tenant may elect to recovery thereofexercise its termination rights under Section 3.A(iii) of this Lease at that time unless Landlord can provide reasonable assurances to Tenant of its ability to complete the construction within nine (9) months of the Commencement Date (as adjusted for change orders).

Condition of the Premises. LCZ hereby acknowledges Tenant(s) agree to: (1) keep the premises clean and sanitary and in good repair, and upon termination of the tenancy, to return the premises to Landlord in a condition identical to that LCZ has personally examined which existed when Tenant(s) took occupancy, except for ordinary wear and tear; (2) immediately notify Landlord of any defects or dangerous conditions in and about the premises of which they become aware; and (3) reimburse Landlord, on demand by Landlord, for the cost of any repairs to the Premises damage by ▇▇▇▇▇▇(s) or their guests or invitees through misuse or neglect. Tenant shall receive the following prior to entering into this Lease Agreementthe move in date. This Lease Agreement is based upon LCZ's personal inspection of Tenant shall make amenable efforts to schedule a time with Landlord to meet at 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 order 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 transfer possession of the Premises, keys, and remotes. ____ Key(s) to Premises ____ Key(s) to Mailbox ____ Key(s) to Pool ____ Key(s) to Common Areas ____ Remote(s) for Garage Door ____ Remote(s) for Security Gate If Tenant(s) re-key existing locks or opening devices, Tenant(s) shall immediately deliver copies of all keys to Landlord. Tenant(s) shall pay all costs and charges related to loss of any keys or opening devices. Tenant(s) may not remove locks, even if installed by ▇▇▇▇▇▇(s). PETS: No pets, including but not limited to any animal, bird, fowl, reptile or amphibian, and no aquariums in excess of 10 gallons (collectively referred to hereafter as “Pets”), are allowed on the Premises without prior written consent of Landlord. Any such consent may be revoked at any time, with or without cause, by giving a 30 Day written notice. Unless written permission has been given, pets may not be brought upon the Premises' compliance with , whether such pets belong to Tenant(s) or to any other person. The presence of any pets as to which written permission has not been given and is not currently in force, even if such pets are “just visiting,” shall be deemed a material and incurable breach of this Lease and shall be cause for the Americans with Disabilities Act, service of a 3 day notice terminating the tenancy. This policy does not apply to accommodation or with respect service animals. A disabled individual who requires an animal in order to the existence or absence of toxic or hazardous materials, substances or wastes in, on, under or affecting the Premises be able to use and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of enjoy the Premises or any portion thereof. Except the Property should contact Landlord, before bringing the animal onto the Premises, and request an accommodation to the extent otherwise provided in this Lease Agreementprovision. All accommodation requests will be processed in accordance with applicable laws. None. ______________________________________________________, under the following conditions: __________________________________________________________________________________ LANDLORD'S ACCESS TO PREMISES: The Parties agree that upon advance reasonable notice of at least 24 hours to Tenant(s), and at least 48 hours notice to conduct an inspection of the premises, Landlord or Landlord's agents shall have the right to enter the Premises shall be leased during normal business hours of Monday through Saturday from 9:00 AM to LCZ on an "AS-IS6:00 PM for the purpose of: (1) making desired, WHERE-IS" basis without any representations necessary or warranties of any kindagreed repairs, express decorations, alterations, improvements, or implied. The parties agree that CITY shall not be required to make or remove any improvements renovations to the Premises, to an adjacent unit or for the benefit of the building in which the Premises is located; (2) supplying necessary or agreed services; (3) showing the unit to prospective or actual purchasers, mortgagees, tenants, workmen or contractors; or (4) for any other purposes permitted by California Civil Code Section 1954 (REPLACE BEFORE MENTIONED WITH YOUR STATE CIVIL CODE) (and any other applicable statutes or amendments which might be enacted subsequent to the execution of this Lease). CITY Tenant(s) also agrees that if ▇▇▇▇▇▇(s) denies Landlord access to the Premises when Landlord is in compliance with statutory requirements and entitled to access, any such denial of access shall be released from all responsibility deemed a material and liability incurable breach of this Lease and shall entitle Landlord to LCZ regarding serve Tenant(s) with a 3 Day Notice To Quit. In the condition event of an emergency (such as a fire, plumbing leak, etc), or Tenant(s)’s abandonment or surrender of the Premises, including environmental conditionsLandlord or its agents may enter the Premises at any time without consent or prior notice. With at least 48 hour notice, valuationTenant hereby grants Landlord, salability or utility Landlord agents, interior and exterior access to the premises, for the purpose of Periodic Maintenance Inspections. Upon lease signing, Tenant grants willful consent for the following periodic inspections. 3 months from Tenant(s)’s move-in date, an interior and exterior inspection of the Premisespremises will be performed. After which, Landlord will perform an interior inspection at 12 month intervals, and an exterior inspection at 6 month intervals. If at anytime it appears Tenant(s) is not taking good care of the property, then Landlord reserves the right to increase, both interior and exterior, inspection interval to every 3 months until such time as the Premises upkeep is brought back up to an acceptable standard. If the minimum standard of care for the property is not continually met, even after necessary written warnings, then a subsequent 30 Day Notice will be given to the residing Tenant(s). Refusal of these terms, either now at lease signing, or its suitability in the future during tenancy, is in direct violation of this Lease, and if currently residing in the premises will result in a 3 Day Notice to Perform Covenant. Additionally, if these terms are not agreeable to you at time of signing, then it is encouraged that you do not sign this Lease. Tenant(s) will be given the option to be present for any purpose whatsoeverinspections, but do not have to be. LCZ agrees that it Tenant does NOT wish to be present for periodic inspections. 48 hour notice will still be given, but ▇▇▇▇▇▇▇▇’s estimated time of arrival will not seek be given. Tenant WISHES to recover from CITY any costs that be present for periodic inspections. If ▇▇▇▇▇▇(s) prefer to be present, then Landlord will make every reasonable attempt to make it so, by giving ▇▇▇▇▇▇(s) an agreed upon expected window time of Landlord’s arrival. If ▇▇▇▇▇▇(s) is a no-show during the window time, then Landlord 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 enter without Tenant(s) presence. SIGNS: Tenant authorizes Landlord to place FOR SALE/LEASE signs on the Premises, regardless of where now located, and specifically waives any right to recovery thereof.

Condition of the Premises. LCZ hereby acknowledges that LCZ To Landlord's knowledge, the Building has personally examined not undergone inspection by a Certified Access Specialist (as such term is defined in Section 1938 of the California Civil Code), and except to the extent expressly set forth in the Lease, Landlord shall have no liability or responsibility to make any repairs or modifications to the Premises prior or the Project in order to entering into this Lease Agreementcomply with accessibility standards. This Lease Agreement The following disclosure is based upon LCZ's personal hereby made pursuant to applicable California law: "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 Premises 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 not upon any representation or warranties or conditions by CITY or CITY's agents. To manner of the extent such reports existCASp inspection, CITY shall provide any environmental, hazardous materialsthe payment of the fee for the CASp inspection, and asbestos reports it has regarding the Parks cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Any CASp inspection shall be conducted in compliance with reasonable rules in effect at the Building and Recreation administration building shall be further subject to Landlord's agreement as to the time and Ager Buildingmanner of such inspection, which agreement shall not be relied upon as comprehensive in scope or accuracyunreasonably withheld. 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 Notwithstanding anything to the usecontrary contained in the Lease, title, condition, code or law compliance, or occupation of ▇▇▇▇▇▇ agrees to continue to accept the Premises with respect to the physical or structural in their “as-is, where-is” 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 agreements, representations, understandings or warranties obligations on the part of Landlord to perform any kindalterations, express repairs 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 thereofimprovements.

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 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 hereby acknowledges that LCZ has personally examined (a) Sublessor shall deliver the Premises prior to entering into Sublessee in good working order and repair. Except as expressly provided in this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of Paragraph 3.2(a) and Paragraph 3.2(b), Sublessee agrees to accept the Premises and not upon any representation or warranties or conditions by CITY or CITY's agentsbroom clean, in its "As Is" condition on the Commencement Date (defined in Paragraph 4 below). To Sublessee shall have a period of sixty (60) days from 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, Commencement Date within which shall not be relied upon as comprehensive to notify Sublessor 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 writing of any kind whatsoeveritem of disrepair. Sublessor shall repair such item as soon as practicable, either express but in any event within thirty (30) days after receipt of such notice. (b) On or impliedbefore the Commencement Date, Sublessor at its sole cost shall perform the following work with respect to the usePremises: (i) repair the existing damage to the stucco at the front of the Premises; (ii) power-wash the front of the Premises; and (iii) clean the parking area. (c) Sublessee may contract for the painting of the building, titleincluding the roof screen, conditionupper one-foot band, roll-up and man-doors, risers, hydrants, ballards, blue roof system, the red curbs, parking lot restriping (in compliance with all applicable code requirements as to number and type of spaces), and the fifteen (15) foot light poles. Upon receipt of notice that such work has been completed, Sublessor shall pay to Sublessee the sum of Four Thousand Dollars ($4,000) toward the cost thereof. Sublessee shall be responsible for the payment of all costs therefor in excess of said amount. (d) notwithstanding anything in this Sublease or law compliancein Paragraph 9 or elsewhere in the Lease to the contrary requiring Sublessee to surrender the Premises in good condition and repair, Sublessee's obligation to surrender the Premises in good condition and repair shall be Subject to normal wear and tear and (i) damage to or occupation destruction of the Premises with respect to the physical arising from a casualty, (ii) any partial or structural condition complete condemnation or taking of the Premises, (iii) damage resulting from the Premises' compliance with the Americans with Disabilities Actnegligence, willful misconduct, or with respect to breach of the existence Lease or absence this Sublease by Sublessor or its agents, contractors, employees, or invitees (collectively, "Sublessor's Agents"), (iv) damage resulting from the negligence, willful misconduct, or breach of toxic the Lease by Lessor or hazardous materialsits agents, substances or wastes in, on, under or affecting the Premises (v) latent defects and hereby disclaims any implied warranty regarding the fitness for any particular purpose, quality or merchantability of conditions existing on the Premises or any portion thereof. Except Second Property prior to the extent otherwise provided in this Lease AgreementCommencement Date, and (vi) all alterations and improvements made to 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 the Second Property by Sublessee which Lessor specifically agrees will 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 removed upon expiration of the Premises, including environmental conditions, valuation, salability or utility term 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 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 (a) Except as may be specifically provided in this Lease, the Premises prior to entering into this Lease Agreementare being leased in their condition AS IS WITHOUT REPRESENTATION OR WARRANTY by Landlord. 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 inspected the Premises and common areas of the Building and has found the same satisfactory. Landlord shall have no obligation to enter into this transactionperform any work to prepare the Premises for use or occupancy by Tenant, nor has LCZ relied upon any warranties or representations not except as expressly set forth or incorporated in below. Promptly after execution and delivery of this Lease Agreementboth parties, 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 Landlord shall: (i) undertake to construct those alterations and improvements to the usePremise as are reflected on Exhibit B, titleusing building standard materials; and (ii) remove any debris and broom clean the Premises (such items of work being collectively referred to as “Landlord’s Work”). Landlord shall perform Landlord’s Work in a good an workmanlike manner in accordance with applicable laws and codes, conditionand shall use commercially reasonable efforts to complete Landlord's Work on or before July 1, code or law compliance2013 (the “Target Date”). Any changes to Landlord’s Work requested by Tenant (if permitted by Landlord) after the date hereof shall be at Tenant’s sole cost, or occupation and Tenant shall, if requested by Landlord, execute an agreement confirming such costs. (b) The Premises shall be deemed ready for occupancy on the first day (the "Substantial Completion Date") as of which Landlord's Work has been completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant's use and enjoyment of the Premises with respect (i.e. so called "punch list" items) and Tenant has been given notice thereof. Landlord shall complete as soon as conditions permit any "punch list" items and Tenant shall afford Landlord reasonable access to the physical Premises for such purposes. In the completion of any punch-list items, Landlord and Tenant shall reasonably cooperate to schedule such work to minimize any unreasonable disruption or structural condition of the Premises, the Premises' compliance interference 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 Tenant’s business operations at the Premises and hereby disclaims any implied warranty regarding Landlord shall use commercially reasonable efforts to complete such punch-list items within thirty (30) days after the fitness for any particular purpose, quality or merchantability of the Premises or any portion thereof. Substantial Completion Date. (c) Except to the extent otherwise provided to which Tenant shall have given Landlord notice, not later than the end of the second full calendar month (which period shall be extended to the first anniversary of Substantial Completion as to latent defects that could not have been discovered during the two-month period by a reasonably careful visual inspection or by ordinary use) after the Term Commencement Date, of respects in which Landlord has not performed Landlord's Work, Tenant shall have no claim that Landlord has failed to perform any of Landlord's Work. (d) If any delay shall occur in the Substantial Completion Date as a result of: (i) any request by Tenant that Landlord delay the commencement or completion of Landlord's Work for any reason; (ii) any change by Tenant in Landlord’s Work after the date hereof; (iii) any other act or omission of Tenant or its officers, agents, servants or contractors; or (iv) any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in this Lease Agreement, paragraph (d) and the Premises shall be leased to LCZ on an "AS-IS, WHERE-IS" basis without any representations or warranties fitting 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.such Landlord’s Work back into such schedule;

Condition of the Premises. LCZ hereby acknowledges that LCZ has personally examined the Premises prior Tenant agrees (a) to entering into this Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection accept possession of the First Additional Premises and not upon in the condition existing on the date hereof "as is", subject to performance of Landlord's Work, (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) Landlord has no obligation to perform any work, conditionsupply any materials, code incur any expense or law compliancemake any alterations or improvements to the Premises except as expressly set forth herein. Notwithstanding the foregoing, or occupation Landlord shall perform the following work in the First Additional Premises (collectively, "Land1ord's Works") at Landlord's sole cost and expense: perform the work indicated in the Drawing dated September 28, 1999, a copy of which is attached hereto as Exhibit A, using building standard materials and finishes, the colors of the paint and carpeting to be selected by Tenant out of choices given by Landlord. Tenant shall be responsible for doing all other work in the First Additional Premises with respect required for Tenant's occupancy thereof, except for that work which is specifically identified as being Landlord's Work pursuant to the physical or structural condition terms hereof. Tenant's taking possession 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 Additional 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 against Tenant that CITY shall not be required to make or remove any improvements to the Premises. CITY shall be released from all responsibility First Additional Premises were then in good order 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 thereofsatisfactory condition.

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