Common use of Condition of the Premises Clause in Contracts

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant LCZ hereby acknowledges that, except as expressly set forth in that LCZ has personally examined the Premises prior to entering into this Lease, neither Landlord nor any agent Lease Agreement. This Lease Agreement is based upon LCZ's personal inspection of Landlord has made the Premises and not upon any representation or warranty 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, the Building including environmental conditions, valuation, salability or the Property, or with respect to the suitability utility of the Premises, the Building or the Property 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 conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair clean-up or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct remediation in any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 manner 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 14.6toxic or hazardous materials, below; and (c) upon the Commencement Datesubstances or wastes as may exist in, the Building systems provided by Landlord and serving the Premises including electricalon, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the 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 under or affecting the Premises, the Building regardless of where now located, and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant specifically waives any right to Section 8.1, belowrecovery thereof.

Condition of the Premises. Allowance Tenant acknowledges that, except has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date "as expressly set forth in this Lease, neither Landlord nor any agent of is" and (b) Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterperform any work, repair supply any materials, incur any expense or otherwise make any alterations or improvements to prepare the Premises for Tenant’s 's occupancy. Tenant's occupancy or to pay for or construct of any improvements to part of the Premises except shall be conclusive evidence, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinagainst Tenant, 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 Substantially Completed any work 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 be performed by Landlord and serving the Premises including electricalunder this Lease, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the 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 Tenant has accepted possession of the Premises shall conclusively establish that in its then current condition and at the Premisestime such possession was taken, the Building Premises and the Property Building were at such time in good, sanitary a good and satisfactory condition as required by this Lease. Tenant shall perform such leasehold improvements in the Premises as it requires (the "Tenant Work"). The 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 repair; providedconstruction 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, nothing 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 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 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 cash payment, nor any credit against Rent due under this sentence relieves 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 its obligations pursuant the Tenant Work ARTICLE 31 Security Deposit Upon execution hereof, Tenant has deposited with Landlord a security deposit equal to Section 8.1three (3) months of average Base Rent (the "Security Deposit") for the faithful performance and observance by Tenant of the terms, below.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 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 required to expend by reason of Tenant's default in respect of any of the terms, covenants or conditions of this Lease beyond applicable notice and cure periods In the event that Landlord 33

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except (a) Except as otherwise expressly set forth herein, including Landlord’s Work described below, the Premises are being leased in their existing condition as is, without representation or warranty by Landlord. Landlord represents that, on the Term Commencement Date, the HVAC, electrical, mechanical, plumbing and life safety systems and equipment serving the Premises, as well as the Building’s roof, foundation and all structural elements, will be in good condition and repair. 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 or 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 Work Letter Premises as are described on Exhibit A-1 hereto, and shown on the space layout plan, prepared by Xxxxxxx Associates, dated as of July 22, 2014, and attached hereto as Exhibit 3.1A-2 (the “Layout Plan”). Notwithstanding anything 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 contrary contained hereincost of any changes requested by Tenant (if approved by Landlord, which approval will not 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 represents shall use commercially reasonable efforts to Substantially Complete Landlord’s Work on or before April 1, 2015 (the “Target Date”), but Landlord shall have no liability for failure to do so (except the delay in the Term Commencement Date and warrants to (if applicable) the rent penalty set forth below). Without limitation, Landlord’s Work does not include wiring or cabling for Tenant’s information systems or tel-data equipment or Tenant’s furniture, trade fixtures or equipment, all of which shall be installed by Tenant at its expense. In the event that (a) upon the Commencement Date, the Building and Landlord has not delivered the Premises will be in material compliance with all Applicable Laws substantially complete within fifteen (in each case, without regard for any of 15) days after the Finish Work, Tenant’s particular use Target Date (as opposed to the Permitted Use, generallysame may be extended by force majeure or by reason of any Tenant Delay), then Tenant shall be entitled to one (1) day of abatement of Basic Rent and Additional Rent for each day of such delay after such fifteenth (15th) day. In the event that Landlord has not delivered the Premises substantially complete on or before May 15, 2015 (as the obligations same may be extended by force majeure or by reason of any other tenants in the Building with respect to their tenant improvementsTenant Delay); (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 then Tenant shall be in good working order entitled to two (2) days of abatement of Basic Rent and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 Additional Rent for each day of Exhibit 3.1such delay after May 15, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below2015.

Condition of the Premises. Tenant acknowledges that, except that it occupies the Initial Premises and agrees to accept the same in “as expressly set forth in this Lease, neither Landlord nor any agent of is” condition on the Commencement Date and acknowledges that Landlord has made any representation or warranty with respect completed all improvements it has required Landlord to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges perform and that Landlord shall have no obligation to alter, repair make any alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises or to provide Tenant with any funds for such purpose, except as otherwise expressly set forth in 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 or is in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained hereinfull force and effect and Tenant is not in default hereunder, Landlord represents and warrants shall provide Tenant with an improvement allowance (“Landlord’s Contribution”) in an amount not to Tenant that exceed the lesser of (ai) upon the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws one million dollars (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally$1,000,000), or (ii) the obligations 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”). 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 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 other tenants in new or amended certificate of occupancy necessary for use of the Building Premises following performance of the Initial Work. 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 requisition together with all required supporting documentation; provided, however, that Landlord shall have no obligation to make payment of any of Landlord’s Contribution with respect to their tenant improvements); any request for payment received later than May 31, 2017, time being of the essence, or 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 (b8%) Landlord has full power and authority to enter into 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 obtained been performed in accordance with plans and specifications therefor approved by Landlord, and (iv) waivers and releases of liens from all consents and taken all actions necessary parties providing labor or materials in connection therewith other than to with the extent provided in Section 14.6, belowRefurbishment Work through the date of the requisition; 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 in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 final requisition must include a copy of Exhibit 3.1, Tenant’s execution any new or amended certificate of this Lease and taking of possession occupancy necessary for use of the Premises following performance of the Refurbishment Work. Landlord shall conclusively establish that 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 Premisesrequisition with 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 Building level monthly payment of principle and interest, in advance, necessary to repay such installment with interest at eight percent (8%) per annum over the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in then remaining term of this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. (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 Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect had an opportunity to examine the condition of the Premises, the Building that Landlord has made no representations or the Propertywarranties of any kind with respect to such condition, and that Landlord has no obligation to do or approve any work or make or approve any improvements to or with respect to the suitability Premises to prepare the same for Xxxxxx’s occupancy except as specifically provided in this Section 4. Notwithstanding the foregoing to the contrary, if (i) as of the PremisesCommencement Date, any applicable governmental entity issues a written statement that the base, shell and core components of the Building (the “Base, Shell and Core”), including the 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 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 proposed use of the Property Premises or any alterations or improvements [including Landlord’s Work described in the Work Letter] to be completed for Tenant in the conduct Premises), and (ii) Tenant becomes aware such non-compliance and delivers to Landlord written notice (the “Non-Compliance Notice”) of Tenantsuch notice of non-compliance described hereinabove on or before the date which is one (1) year after the Commencement Date (the “Non-Compliance Outside Date”), then Xxxxxx’s businesssole remedy shall be to request that Landlord shall, at Landlord’s sole cost and expense (which shall not be 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 acknowledges that fails to deliver the Non-Compliance Notice to Landlord on or prior to the Non-Compliance Outside Date, Landlord shall have no obligation to alter, repair or otherwise prepare perform the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that work described above (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 but such release 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 such obligation shall be in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves not relieve Landlord of its other obligations pursuant to Section 8.1, belowunder this Lease).

Condition of the Premises. Tenant acknowledges that, except as expressly set forth The USER shall not do any of the following in this Lease, neither Landlord nor respect of USER's access to the CHTTC: Breach any agent of Landlord has made any representation safety protocol or warranty regulations that the UNIVERSITY may institute with respect to access to the condition CHTTC from time to time; Breach any applicable laws, rules, regulations, by-laws and standards, including but not limited to those relating to the environment or public health; Place or leave, or permit to be placed or left, any trash, debris or refuse on the property; Bring onto the property any contaminants, dangerous goods, pollutants, hazardous materials 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 shall at the termination or expiry of this License leave the Property free from any (potentially) Hazardous Substances in, on or near the Property which are or may be (i) caused by or through, (ii) generated or created as a result of the Premises, the Building operations of or the Propertyby, or (iii) brought onto the property, by the USER; Plant any trees or shrubs on, or remove or interfere with respect to the suitability of the Premisesany trees, the Building shrubs or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease facilities presently or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to future located on the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon property without the Commencement Date, the Building and the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any express written consent of the Finish Work, Tenant’s particular use (as opposed to the Permitted Use, generally)UNIVERSITY; Operate, or permit the obligations 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 other tenants in kind including but not limited to snow, earth, or gravel on 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 Property without 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 in good working order and condition. Subject to the 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 express written consent of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowUNIVERSITY.

Condition of the Premises. Tenant acknowledges thatThe parties hereto hereby acknowledge and agree that the Premises is and shall be accepted by Assignee in its present "as-is" condition, and except as expressly set forth in this Lease, provided herein neither Landlord nor Assignor makes any agent of Landlord has made any representation representations or warranty warranties whatsoever with respect to the Premises or the condition thereof; provided, however, that notwithstanding the foregoing, Assignor agrees that prior to delivering possession of the Premises to Assignee, Assignor shall, at Assignor's sole cost and expense, cause the following work to be completed in the Premises (collectively, the "Delivery Condition Work"); (a) Assignor shall remove Assignor's furniture, trade fixtures, furnishings and personal property from the Premises, and Assignor shall repair any damage to the structural components and/or mechanical/electrical/plumbing systems of the Building or the Property, or with respect to the suitability exterior shell of the Premises, Building caused by such removal (and which mechanical/electrical/plumbing systems of the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 opera ting condition as 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 improvementsEffective Date); (b) Assignor shall deliver the Premises to Assignee broom-clean. Assignee acknowledges that neither Landlord nor Assignor has full power investigated, and authority does not warrant or represent to enter into this Lease Assignee, that the Premises are fit for the purposes intended by Assignee or for any other purpose or purposes whatsoever, and has obtained all consents and taken all actions necessary in connection therewith Assignee acknowledges that, other than Assignor's obligation to perform or cause to be performed the extent provided in Section 14.6, below; and (c) upon the Commencement DateDelivery Condition Work, the Building systems provided by Landlord Premises are to be leased to Assignee in their existing condition, i.e., "as-is", on and serving as of the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditionEffective Date. Subject to the 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 Upon Assignor's delivery of possession of the Premises to Assignee, Assignee shall conclusively establish that conduct a walk-through inspection of the Premises, the Building at which time Assignee shall notify Assignor in writing of any Delivery Condition Work items which have not been completed, and Assignor shall promptly thereafter correct any such incomplete items, but such incomplete items (and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations completion thereof) shall not affect the Effective Date which sha ll be determined pursuant to the provisions of Section 8.12.2 above. Assignee hereby agrees that, belowexcept for the Delivery Condition Work, Assignee shall be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable laws, including, without limitation, all governmental charges and fees, if any, which may be due or payable to applicable authorities in connection therewith.

Condition of the Premises. Tenant acknowledges that, except Except as may be otherwise expressly set forth provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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 by Lessee shall conclusively establish in itself constitute acknowledgment that the Premises is in good and tenantable condition, and Lessee agrees to accept the Property in its presently existing condition, "as is," and that the Port shall not be obligated to make any improvements, repairs or modifications thereto, including any abatement of any environmental condition such as asbestos containing material in or on the Premises. Lessee represents and acknowledges that it has made a sufficient investigation of the conditions of the Property existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for toxic materials, including contamination and hazardous substances) and is satisfied that the Premises will safely support the type of improvements to be constructed and maintained by Lessee upon the Premises, that the Building Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease, that Lessee accepts all risks associated therewith and that Lessee shall be solely responsible for all costs, expenses, losses, damages, claims and liabilities that may result from Lessee's use of the Premises in their presently existing conditions. Lessee specifically acknowledges that except as otherwise may be expressly provided herein the Port has made no representations concerning the condition of the Premises or any Improvements and/or the fitness of the Premises or any Improvements for Lessee's intended use, 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 duty which the Port might have to make any such disclosures. Lessee further agrees that, in the event Lessee subleases all or any portion of the Property were at such time or assigns its interest in goodthe Lease, sanitary Lessee shall indemnify and satisfactory condition defend the Port for, from and repair; provided, nothing in this against any matters which arise as a result of Lessee's failure to disclose any relevant information about the Premises to any subtenant or assignee. It is the intention of the Port and Lessee that the immediately preceding sentence relieves Landlord shall survive any release of its obligations pursuant to Section 8.1, belowLessee by the Port upon any assignment of the Lease by Lessee.

Condition of the Premises. Tenant acknowledges thatthat it is presently in possession of the Current Premises, it is fully aware of the condition of the Current Premises, and except as expressly set forth 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 LeaseAmendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Property, Project or with respect to the functionality thereof or the suitability of any of the foregoing for the conduct of Xxxxxx’s business and that all representations and warranties of Landlord, if any, are as set forth in the Lease and this Amendment. Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that as of the date of this Amendment neither the Current Premises, nor the New Premises, nor the Building, nor the Project has undergone inspection by a Certified Access Specialist. Further, pursuant to Section 1938 of the California Civil Code, Landlord notifies Tenant of the following: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Therefore and notwithstanding anything to the contrary contained in the Amended Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such inspection, and (c) Tenant shall be solely responsible for the cost of any repairs necessary to correct violations of construction-related accessibility standards within the Premises, the Building Building, or the Property for the conduct of Tenant’s businessProject identified by any such CASp inspection. Tenant acknowledges that shall reimburse Landlord upon demand, as Additional Rent, for any cost to 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 CASp-identified alterations and repairs), Tenant shall have no obligation to alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to Section 8.1, belowa CASp inspection under this Section.

Condition of the Premises. Tenant Lessee, for and in consideration of this Lease and the demise of the said Premises, hereby agrees and covenants with Lessor that Lessee has examined the said Premises prior to the execution hereof, knows the condition thereof, and acknowledges thatthat 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. Notwithstanding the foregoing, Lessor has agreed to fill cracks in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect the parking lot and “tune-up” the roof to make it leak-free prior to the condition Commencement Date at Lessor’s sole cost and expense, and shall deliver possession of the PremisesPremises to on the Commencement Date free of hazardous substances (except for such cleaning materials, office supplies and other substances which are used in the Building or the Property, or with respect to the suitability ordinary course of the Premises, the Building or the Property for the conduct business of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare Lessee at the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth and used and stored in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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, generallyapplicable law), 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 building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditioncondition and with the Premises in compliance with 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. Subject If Lessor fails to perform such work or cause the Premises to be in compliance with the foregoing sentence prior to the foregoing Commencement Date, and Landlordsuch failure continues for five (5) business days after receipt of written notice thereof, Lessee shall have the right to perform such work at Lessor’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 Premisesexpense, the Building actual and reasonable cost of which shall be due and payable within thirty (30) days after receipt of written demand together with appropriate supporting documentation, and if Lessor fails to reimburse Lessee for such costs within such thirty (30) day period, Lessee shall have the Property were at such time in good, sanitary right to deduct the cost thereof from Rent next due and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowowing hereunder.

Condition of the Premises. Tenant acknowledges that, that it is presently in possession of the Premises and is fully aware of the condition of the Premises. Tenant acknowledges that except as expressly set forth provided above, Landlord shall not be obligated to refurbish or improve the Premises in any manner whatsoever or to otherwise provide funds for the improvement of the Premises in conjunction with this LeaseAmendment, and Tenant hereby accepts the Premises “AS-IS”. Tenant further acknowledges that except as expressly provided in the Lease or this Amendment, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the improvements, refurbishments, or alterations therein, or the Building or the Property, Project or with respect to the functionality thereof or the suitability of any of the Premises, the Building or the Property foregoing for the conduct of Tenant’s businessbusiness 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 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 the Project identified by any such CASp inspection. Tenant acknowledges that shall reimburse Landlord upon demand, as Additional Rent, for any cost to 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 CASp-identified alterations and repairs), Tenant shall have no obligation to alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to Section 8.1, belowa CASp inspection under this Section.

Condition of the Premises. Tenant acknowledges thathereby agrees to accept the Premises in their existing “AS-IS”, except as expressly set forth in this Lease“WHERE-IS” and “WITH ALL FAULTS” condition, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that and Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Premises for at any time; provided, however, Landlord agrees to provide Tenant with an allowance of up to (but not to exceed) $713,500 (which is equal to $5.00 per square foot of rentable area) (the “Allowance”) which Allowance may be used as a reimbursement of Tenant’s occupancy 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 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 such reimbursement of the 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 amounts Tenant desires to have reimbursed within said eighteen (18) month period, Tenant shall not be 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 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 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 materialmen 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. If, at any time, the amount remaining in the Allowance is insufficient to pay for any requested reimbursements or construct expenses, then Tenant shall bear the cost of any improvements excess and shall promptly pay the estimated cost of such excess to the Premises except applicable payee. If Tenant’s reimbursements are less than the Allowance, Tenant shall not receive any credit whatsoever for the difference. Except as otherwise expressly set forth in this Lease paragraph, Tenant acknowledges and agrees that any and all improvements or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything allowances required 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), performed 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 in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Lease, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premisesif any, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowhave been performed or satisfied.

Condition of the Premises. Landlord warrants that the Building's basic plumbing, mechanical, heating, ventilating, air conditioning and electrical systems (collectively, the "Operating Systems") are in good working order commencing on the Lease Commencement Date and continuing for ninety (90) days after the Lease Commencement Date (the "Warranty Period"); provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant acknowledges thatand/or of Tenant's representatives, except agents, contractors and/or employees. As Landlord's sole obligation and as expressly Tenant's sole remedy for Landlord's breach of this warranty, Tenant shall have the right to cause Landlord to repair the defective Operating Systems (subject to the limitations set forth herein) at Landlord's sole cost and expense (without inclusion of that cost or expense in Operating Expenses for purposes of this Lease); provided, however, Tenant shall have given Landlord written notice setting forth with specificity the nature and extent of such malfunction within such Warranty Period. If Tenant does not give Landlord the required notice within said Warranty Period, correction of any such malfunction shall be the obligation of the party responsible to maintain such malfunction as provided in this Lease. Except as specifically set forth in this LeaseLease and in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), neither Tenant shall accept the Premises and the Building, including the base, shell, and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the "Base, Shell, and Core") in their "AS-IS" condition as of the Lease Commencement Date and Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the Premises, the Building or the Property, Project or with respect to the suitability of any of the Premises, the Building or the Property foregoing for the conduct of Tenant’s 's business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly specifically set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and conditionTenant Work Letter. Subject to the foregoing Warranty Period and Landlord’s obligation to repair latent defects any punch list items as provided in the Base Building Work as expressly provided in Section 1.1 of Exhibit 3.1Letter, Tenant’s execution of this Lease and the taking of possession of the Premises by Tenant shall conclusively establish that the Premises, Premises and the Building and the Property were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.

Condition of the Premises. Tenant acknowledges thatshall continue to occupy the Premises in its then existing condition and state of repair, except as expressly set forth in this Lease“AS IS”, neither and Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or 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 any 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 Landlord in the Work Letter attached hereto as Exhibit 3.1Premises during the period of Tenant’s occupancy of the Premises; however the completion of such Tenant Improvements therein shall not affect Tenant’s obligation to pay Rent and to perform all of Tenant’s covenants and obligations under the Lease. Notwithstanding anything Tenant hereby expressly (i) agrees that Tenant shall have no right or claim to any abatement, offset or other deduction of the amount of Rent payable by Tenant for the Premises due to the contrary contained herein, Landlord represents installation 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 construction of any of the Finish WorkTenant Improvements (provided, however, this provision shall not affect Tenant’s particular use (as opposed to the Permitted Use, generallyrent 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 the obligations of any other tenants claims Tenant may have at law or in the Building equity with respect to their tenant improvements); 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, (biv) agrees to not interfere, and to not allow any of Tenant’s agents, employees and representatives to interfere, with Landlord has full power and authority to enter into this Lease its contractors, representatives and has obtained all consents and taken all actions necessary consultants in connection therewith other than to the extent provided in Section 14.6performance of the work associated with the completion of the Tenant Improvements, below; and (cv) upon the Commencement Dateagrees that Tenant’s employees, the Building systems provided by agents, contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in harmony and not, in any manner, unreasonably interfere with Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the foregoing and or Landlord’s obligation to repair latent defects agents or representatives 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 performing any of the Premises shall conclusively establish that the Premises, the Building aforementioned work and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowany additional work related thereto.

Condition of the Premises. Upon the expiration of the Term, the Landlord will not be responsible for removing from the Premises any tenant improvements or alterations constructed by Tenant, nor for removing any of Tenant’s personal property, fixtures, or equipment, including the property to be conveyed to Tenant acknowledges thatpursuant to this paragraph, except as expressly set forth in this 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. Upon the expiration or termination of the Lease, neither Landlord nor any agent unless Tenant and Owner enter into a direct lease agreement, Tenant shall remove all of Landlord has made any representation or warranty with respect its personal property, fixtures, and equipment from the Premises, and, if required by Landlord, shall remove all tenant improvements and alterations installed by Tenant. The Parties agree that the Owner’s instrument of consent to this Sublease will contain a provision stating that the Owner as Lessor agrees that if the Tenant fails to restore the Premises upon surrender to the condition existing prior to Tenant making its Tenant Improvements, the Owner will not look to the Landlord for the cost of such restoration, provided, however, 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 Landlord agree that upon the expiration or termination of the PremisesTerm, the Building Tenant shall not be required to remove any tenant improvements or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges alterations that Landlord shall have no obligation to alter, repair or otherwise prepare were existing in the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon 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 Building Premises, which Landlord shall leave in the Premises. 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 convey such property free of any liens or claims by third parties, and the Premises Tenant will be in material compliance with all Applicable Laws (in each case, without regard for pay the cost of disposing of any of the Finish Workfurniture, Tenant’s particular use (as opposed fixtures, and equipment that it elects not to the Permitted Use, generally), keep 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowsell.

Condition of the Premises. Tenant acknowledges thatagrees that it has accepted, except and will continue to accept the Premises in its “as expressly set forth in this Leaseis, neither Landlord nor where is, with all faults” condition, and without any agent express or implied representations or warranties of any kind (including, without limitation, any warranties of merchantability, fitness or habitability). No agreement of Landlord to alter, remodel, decorate, clean or improve the Premises (or to provide Tenant with any credit or allowance for the same) has been made any by or on behalf of Landlord or relied upon by Tenant, and no representation or warranty with respect to regarding the condition of the Premises, the Building Premises or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy 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 pay $259,675.00 ($5/RSF) (the “TI Allowance”) for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing however, up to $103,870.00 ($2/RSF) of the TI Allowance may be used to offset base Rent. If not used prior to April 1, 2012, Tenant shall have no further right to the 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 this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowconnection with a Landlord-approved Tenant improvement project.

Condition of the Premises. Notwithstanding anything in the Lease to the contrary, Landlord has heretofore delivered the Existing Premises to Tenant, and Tenant acknowledges that, except as expressly set forth in this has accepted the Existing Premises pursuant to the terms of the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that and Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Existing Premises for Tenant’s occupancy at any time throughout the remainder of the Lease Term, subject to any maintenance or to pay for or construct any improvements to the Premises except as otherwise repair obligation of Landlord expressly set forth in this the Lease. Additionally, Landlord shall deliver the Expansion Premises to Tenant, and Tenant hereby agrees to accept the Expansion Premises from Landlord throughout the remainder of the Lease Term in its existing “AS-IS”, “WHERE-IS” and “WITH ALL FAULTS” condition (subject to any Landlord’s maintenance or 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 Landlord’s maintenance or repair obligations expressly set forth in the Lease); provided, 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 be available to 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 terms and conditions set forth in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything B. Tenant acknowledges and agrees that any other obligations of Landlord originally existing in the Lease to complete any leasehold improvements and/or furnish allowance, including, without limitation, those set forth in Exhibit B attached to the contrary contained hereinLease, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises will be have been completed and/or satisfied 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repairentirety; provided, nothing however, that Landlord shall continue to have its existing maintenance and repair obligations as expressly set forth in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowthe Lease.

Condition of the Premises. Tenant acknowledges thatSubject to Purchaser's inspection and examination of the Premises as provided in Paragraph 32 and the 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. Seller has not and does not make any representations as to the physical condition, expenses, value of the Land or the Improvements, availability of sewage connections, adequacy or fitness for use of any mechanical equipment or any other matter or thing affecting or related to the Premises or the transaction, which might be pertinent in considering the making of the purchase of the Premises or entering into this Agreement except as herein specifically set forth, and Purchaser hereby expressly set forth acknowledges that no such other representations have been made. Seller is not liable or bound in this Leaseany manner by expressed or implied warranties, neither Landlord nor any agent of Landlord has made any representation guaranties, promises, statements, representations or warranty with respect information pertaining to the condition of the Premises, the Building made or the Propertyfurnished by any real estate broker, agent, employee, servant or with respect other person representing or purporting to the suitability of the Premisesrepresent Seller, the Building unless such warranties, guaranties, promises, statements, representations or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise information are expressly and specifically set forth in this Lease or in herein. Seller further agrees that all Fixtures (including the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to HVAC, plumbing and electrical systems, but excluding the contrary contained herein, Landlord represents automated storage and warrants to Tenant that (aretrieval system) upon the Commencement Date, the Building and on the Premises will be in material compliance with all Applicable Laws (in each casereasonable working order on the date of Closing, without regard for any and the 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 Finish Workautomated storage and retrieval system within the Premises and existing mezzanines and support shelving may, Tenant’s particular use (as opposed to at Seller's option, be left in place, in whole or in part, by Seller upon delivery of the Permitted UsePremises; that such structures may be, generally)in whole or in part, load-bearing or otherwise required for the obligations structural integrity 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, belowPremises; and (c) upon that the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the 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 possibility of the Premises shall conclusively establish that the Premises, the Building removal of such structures and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord costs thereof formed a part of its obligations pursuant to Section 8.1, belowthe negotiation of the Purchase Price.

Condition of the Premises. Tenant acknowledges that, except agrees that the demised premises are being leased in an “as expressly set forth in this Lease, neither is” condition and Landlord nor is not obligated to perform any agent work of Landlord has made any representation or warranty with respect kind to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises occupancy, except as otherwise expressly set forth in provided for by written amendment to this Lease or lease. Landlord agrees to allow Tenant to use the carpeting and window dressings, if any, in the Work Letter attached hereto demised premises for the term of this lease. Tenant agrees to maintain and/or clean the carpeting and window dressings during the term of this lease and upon the expiration thereof, return the same to Landlord, reasonably clean, and in the same condition as Exhibit 3.1when received, normal wear and tear excepted. Landlord agrees to provide normal vacuuming of the carpets only. The area of the leased premises is based upon the retable area, which includes Tenant’s proportionate share of the public elevator lobby, toilet rooms, corridors and other public areas on the floor on which the demised premises are located. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon it has undertaken an asbestos abetment program for the Commencement Date, floor on which the Building demised premises exist and the Premises will be in material compliance with that all Applicable Laws (in each case, without regard for any of the Finish Work, Tenant’s particular use (as opposed structural columns from slab to the Permitted Use, generally), or slab above the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power existing acoustic tile have been completely enclosed 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 14.6Tenant removes the existing acoustic tile on such floor, below; all exposed columns, beam, conduits and (c) pipes above such apostle tile are completely enclosed with lath, plaster, and/or/or other protective coverings. Landlord shall provide Tenant with an allowance of up to $96,960.00 to be paid to Tenant upon the Commencement Daterequest of Tenant and to be used by Tenant in connection with Tenant’s remodeling and renovation work to the leased premises contemplated to be undertaken by Tenant as more specifically outlined in Exhibit B hereto. Tenant, at Landlord’s sole cost and expenses shall remodel and upgrade the public restrooms and common areas on the 11th floor to the Building systems provided by standard and as required as a result of building and safety department, fire department, Americans with Disability Act or other regulatory requirements resulting from Tenant’s construction, use or occupancy of the demised premises. Tenant shall advance the costs of such common area improvements and Landlord and serving shall reimburse Tenant for such costs within ten (10) business day of Tenant’s delivery to Landlord of the Premises including electrical, HVAC, plumbing and other utility systems Invoices for such work. All work shall be performed in good working order and condition. Subject to the 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 accordance with Article 7 of the Premises shall conclusively establish that the Premises, the Building and the Property were at Lease with such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant standard to Section 8.1, belowbe approved by Tenant.

Condition of the Premises. Prior to the date of this Lease, Tenant acknowledges thathas occupied the Premises pursuant to the Existing Lease. Except as specifically set forth in this Lease and in the Work Letters, except as expressly and subject to Landlord’s obligations set forth in this Lease, neither Tenant shall occupy the Premises and accept the Building, including the base, shell, and core of (i) the Premises and (ii) the floor of the Building on which the Premises is located (collectively, the “Base, Shell, and Core”) in their “AS-IS” condition as of the date of this Lease and Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the Premises, the Building or the PropertyReal Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the California 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 with respect 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 suitability 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 Premisesapplicable construction-related accessibility standards under California law, (b) the Building or parties shall mutually coordinate and reasonably approve of the Property for the conduct timing of Tenant’s business. Tenant acknowledges 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 alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to a CASp inspection under this Section 8.1, below1.3.

Condition of the Premises. Prior to the commencement of any Improvements (as defined herein”), the Tenant acknowledges thatmay, 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 the option of either undertaking a complete remediation of the site as may be required by any federal, state, county or municipal agency, at Tenant’s sole cost and 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 and all permits, licenses or approvals Tenant has pending or it has been issued through the date of the termination and the Tenant shall, without cost to Landlord, promptly execute and deliver any documents, including but not limited to plans, surveys and reproducible drawings, which may be necessary to obtain or maintain said permits, licenses and approvals. The commencement by the Tenant of the construction of the Improvements as defined herein constitutes an acknowledgement by the Tenant that it has undertaken a full and complete examination of the Premises, including, without limitation, any encumbrances, subsurface conditions, existing structures thereon, if any, the presence of any asbestos or other Hazardous Materials (as defined in Section 12 below) located on, in or under the Premises and accepts the same in the same condition in which they or any part thereof now are, and except as otherwise expressly set forth provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect waives all rights to object to the condition of the Premisesthereof and assumes all risks in connection therewith, the Building or the Property, or with respect subject to the suitability provisions of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, 12 below.

Condition of the Premises. Tenant The undersigned Buyer acknowledges thatthat no representations or warranties of any kind whatsoever, except other than as expressly may have been set forth in this Leasethe Notice of Tax Possession Auction, neither Landlord nor have been made by or on behalf of the City of Xxxxxxx concerning zoning, abutters, environmental matters, septic systems, state of title, common expenses, utilities, operating expenses, current rental income, physical or structural condition of the premises, any agent of Landlord has made any representation leases, tenancies or warranty occupancy arrangements with respect to the condition premises, the existence on the premises of any hazardous waste, asbestos, lead-based paint, plaster or other lead-based accessible material, or any other materials which may be subject to governmental regulation or restriction, or any other matters whatsoever. Title to any personal property located on the premises will not be conveyed. Without limiting the generality of the Premisesforegoing, the Building 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 the Property, or with respect lead inspection conducted prior to the suitability public auction foreclosure sale of the Premisespremises. 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 Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord Seller shall have no obligation to alterliability in connection with environmental issues as further provided in Exhibit J. The Buyer acknowledges that no representations or warranties of any kind whatsoever, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except other than as otherwise expressly may have been set forth in this Lease the Notice of Tax Possession Auction, have been made by or in on behalf of the Work Letter attached hereto as Exhibit 3.1City of Xxxxxxx concerning the presence or absence of a septic system on the premises, and that no inspection has been conducted by the City of Xxxxxxx for the same. Notwithstanding anything Pursuant to 310 CMR 15.301, if the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Datepremises are serviced by a septic system, 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 Buyer shall be in good working order required, at his/her/their/its own expense, to inspect the septic system no later than six months from the date of sale, and condition. Subject to shall otherwise comply with the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 requirements of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.310 CMR

Condition of the Premises. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor makes no warranties or representations of any agent of Landlord has made any representation or warranty nature whatsoever with respect to the condition or suitability for any purpose of the Premises or any part thereof. Tenant hereby acknowledges and warrants that it has inspected and knows the condition of the Premises, and Tenant accepts the Building Premises in their present, “AS IS, WHERE IS” condition and state of repair, with all faults. Tenant waives all claims in contract, tort, bailment or the Property, or with respect to otherwise concerning the suitability of the PremisesPremises for any particular purpose. Tenant will keep the Premises in a neat, the Building or the Property orderly and sanitary condition, in good repair, and in a condition appropriate for the conduct purpose of Tenant’s businessthis Lease. Tenant acknowledges that Landlord shall have has no obligation under this Lease to altermaintain or repair, repair or to conduct any improvement work on the Premises. 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 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 Agreement; and Tenant is leasing the Premises in its “AS-IS, WHERE-IS” condition, with all faults and with no representation or warranty of any type or nature being made by Landlord or any person on Landlord’s behalf, except as expressly otherwise prepare 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 judgment in selecting the Premises. Accordingly, Landlord makes no warranty or representation that the Premises are fit for Tenant's intended use or its particular purpose and Tenant waives any such warranty to which it might be 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. 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 occupancy 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 pay the sale of subdivided lands), except as may be 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 construct any improvements to arising out of the presence of Hazardous Substances on, at, under, about or emanating from the Premises except as otherwise expressly set forth in this Lease or any property in the Work Letter attached hereto as Exhibit 3.1vicinity of the Premises (including in the soil, air, structures and surface and subsurface water), including natural resource damage claims; (3) the performance or 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. Notwithstanding anything 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 contrary contained parties. As used herein, Landlord represents the term "Environmental Law" will mean, as amended and warrants in effect from time to Tenant that (a) upon the Commencement Datetime, the Building and the Premises will be in material compliance with all Applicable Laws (in each caseany federal, without regard for any of the Finish Workstate or local statute, Tenant’s particular use (as opposed to the Permitted Useordinance, generally)rule, regulation, judicial decision, or the obligations judgment or decree of any a governmental authority, arbitrator or other tenants in private adjudicator by which Tenant or the Building with respect Premises is bound, pertaining to their tenant improvementshealth, industrial hygiene, public safety, occupational safety or the environment, 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 (b) Landlord has full power 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 authority to enter into this Lease Community Right-To-Know Act (42 U.S.C. § 11001 - et seq.); the Endangered Species Act of 1973 (16 U.S.C. § 1531 - et seq.); the Federal Land Policy and has obtained all consents and taken all actions necessary in connection therewith other than to Management Act of 1976 (43 U.S.C. § 1701 - et seq.); 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.Lead-Based Paint Exposure Reduction

Condition of the Premises. Landlord and Tenant acknowledges thatacknowledge that Tenant has been occupying the Premises pursuant to 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, neither Landlord nor any agent of Landlord has made any representation or warranty with respect Amendment. Subject to the condition 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 Premises, Improvements as identified above). Tenant hereby agrees that the Building or the Property, or with respect to the suitability construction of the Premises, Improvements shall in no way constitute a constructive eviction of Tenant from the Building or the Property for the conduct Premises nor entitle Tenant to any abatement of Tenant’s businessrent. Tenant acknowledges that Landlord shall have no obligation responsibility or for any reason be liable to alter, repair Tenant for any direct or otherwise prepare the Premises for indirect injury to or interference with Tenant’s occupancy or to pay for or construct any improvements to business arising from the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 performance of the Finish WorkImprovements, Tenant’s particular nor shall Tenant be entitled to any compensation or damages from Landlord for loss of the use (as opposed to of the Permitted Use, generally), whole 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 in good working order and condition. Subject to the 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 part of the Premises or of Tenant’s personal property or improvements resulting from the Improvements, or for any inconvenience or annoyance occasioned by the Improvements. Landlord hereby agrees that it shall conclusively establish that use commercially reasonable efforts to perform (or cause to be performed) the Premises, Improvements in a manner designed to minimize interference with Tenant's use of the Building Premises and Tenant's business operations. All Improvements shall be deemed Landlord's property under the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in terms of this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Landlord and Tenant acknowledges thatacknowledge that Tenant has been occupying the Premises pursuant to the Lease, except and therefore Tenant continues to accept the Premises in its presently existing, “as is” condition. Except as expressly set forth in this LeaseSection 2.2, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Notwithstanding the foregoing, Landlord agrees that Landlord shall, on a one (1)-time basis and at Landlord’s sole cost and expense, perform the following work utilizing Building standard methods, materials and finishes: (i) replace the existing supplemental HVAC unit which services the server room located in the Premises with a new HVAC unit which is reasonably comparable to the 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 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 whole or any 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 inconvenience 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. Further, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, Premises or the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property same for the conduct of Tenant’s business. Tenant acknowledges and agrees that Landlord shall have no obligation to alteris not in default or violation of any covenant, repair provision, obligation, agreement or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or condition contained in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowLease.

Condition of the Premises. Landlord warrants to Tenant acknowledges thatthat on the Lease Commencement Date, the Premises and the Building (including all structural, mechanical, plumbing, HVAC and electrical systems, but excluding the Tenant Improvements constructed by Tenant pursuant to the Tenant Work Letter) shall be in good working condition and shall comply with all applicable requirements of building codes, California accessibility codes, laws and regulations (including, but not limited to, the Americans with Disabilities Act [42 U.S.C. SECTION 12101 ET SEQ.] (the "ADA")), and covenants or restrictions of record as in effect on the Lease Commencement Date (the "Building Warranty"). The Building Warranty shall not apply to any improvements or alterations made by Tenant, except as expressly specifically set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Property, or with respect to the suitability of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto Agreement. If the Premises do not comply with the Building Warranty, promptly after Landlord's receipt of written notice from Tenant given within one hundred twenty (120) days after the Lease Commencement Date specifying in detail the nature and extent of such non-compliance, Landlord, at Landlord's sole cost and expense, shall take such action as Exhibit 3.1is reasonably necessary to remedy such non-compliance. Notwithstanding anything to the contrary contained herein, Landlord further represents and warrants to Tenant that (a) upon there is no Hazardous Material in or about the Commencement DateBuilding in violation of any applicable laws, and that if any such Hazardous Material is discovered in the Building and if removal of the same is required by law, then Landlord shall promptly remove such Hazardous Material at Landlord's sole cost and expense. Landlord agrees to indemnify and hold harmless Tenant from and against any and all claims, losses, liabilities and expenses (including reasonably attorneys' fees) sustained by Tenant attributable to (i) any Hazardous Materials placed on or about the Premises will be in material compliance with all Applicable Laws or the Building (in each caseother than by Tenant or its officers, without regard for any of the Finish Workdirectors, Tenant’s particular use (as opposed to the Permitted Useemployees, generallyagents, or guests), or the obligations (ii) Landlord's breach of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power and authority to enter into provision of 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 Date1.2. As used herein, the Building systems provided term "Hazardous Material" means any hazardous or toxic substance, material or waste (including asbestos) which is regulated by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the 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 Premisesany local governmental authority, the Building and State of California or the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowFederal government.

Condition of the Premises. Tenant acknowledges that, except Except as expressly specifically set forth in this LeaseLease and in the Work Letters, neither and subject to Landlord’s obligations set forth in this Lease and in the Work Letters, Tenant shall occupy the Premises and accept the Building, including the base, shell, and core of the Premises (the “Base, Shell, and Core”) in their “AS-IS” condition as of the date of this Lease and Landlord nor shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the Premises, the Building Retail Area or the PropertyReal Property except as specifically set forth in this Lease and the Work Letter. Pursuant to Section 1938 of the California 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 with respect 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 suitability 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 Premisesapplicable construction-related accessibility standards under California law, (b) the Building or parties shall mutually coordinate and reasonably approve of the Property for the conduct timing of Tenant’s business. Tenant acknowledges 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 alter, repair remove any repairs or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations alterations made pursuant to a CASp inspection under this Section 8.1, below1.2.

Condition of the Premises. Tenant acknowledges thatand agrees that the election of Tenant to lease the Premises was based solely upon Tenant’s inspection and investigation of the Premises and 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 representations or warranties, express, implied or statutory, of any kind other than as expressly set forth in this Lease. Without limiting the above, Tenant acknowledges that neither Landlord, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord other party has made any representation representations or warranty 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 to 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 Building purposes for which the Premises is to be used, drainage, Environmental Law or the Propertybuilding codes, laws, rules or with respect regulations, toxic waste or Hazardous Materials or any other matters affecting or relating to the suitability Premises. Except as expressly set forth in this Lease, Tenant hereby expressly acknowledges that no such representations or warranties have been made. Tenant shall perform and rely solely upon its own investigation concerning the proposed use of the Premises, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alterPremises’ fitness therefor, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 caseavailability of such intended use under applicable statutes, without regard for any of the Finish Workordinances, Tenant’s particular use (as opposed to the Permitted Useand regulations. The foregoing shall not, generally)however, 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves relieve Landlord of its obligations pursuant to under Section 8.17.2 (Landlord Cost Items) or Section 9.1 (Compliance with Laws; Premises Condition), belowor under any other provision of this Lease.

Condition of the Premises. Landlord shall deliver the Premises to Tenant acknowledges thatin such condition that the Building shall not encroach upon any property, except 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 expressly set forth in 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, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition (ii) Tenant’s satisfaction of the Premisesrequirements 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 Building or the Property, or with respect to the suitability of the PremisesCON, the Building LTACH License, the Accreditation and any other license(s), approval(s), permit(s), certification(s) or the Property for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation accreditation(s) to alter, repair or otherwise prepare 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 occupancy 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 pay for or construct any improvements after Substantial Completion. In no matter shall Substantial Completion be achieved if the Premises is 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 except as otherwise expressly set forth in this Lease or the manner contemplated in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement Date, the Building and the Premises E. All Punchlist Items will be in material compliance with all Applicable Laws (in each case, without regard for any completed or corrected at the expense of Landlord if the Finish Work, Punchlist Items are part of Landlord’s Work under the Work Letter attached hereto as Exhibit E. 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 in good working order and condition. Subject to the 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 prior to the completion of the Premises Punchlist Items shall conclusively establish that not relieve Landlord from any obligation to complete any of Landlord’s Work to be performed by Landlord under the Premises, terms of the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.Work Letter attached hereto as Exhibit E.

Condition of the Premises. Tenant acknowledges thatSole and exclusive possession of the portion of City’s Premises described in Exhibit B, except free of all trash, debris, and parties in possession shall be delivered to District at Initial Closing (as expressly set forth hereinafter defined) subject to City's reversionary rights described in this LeaseParagraph. Sole and exclusive possession of the former Xxxxxx Xxxxxxx, Gracemount and Xxxxx xx Xxxxx 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 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 Landlord nor is relying upon any agent of Landlord has made any representation representations, warranties, or warranty other information given or supplied by City or District with respect to the condition of environmental conditions existing on the Premises, the Building or the Propertyother 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 with respect warranty as to the suitability of the City’s Premises for any purpose whatsoever or as to the physical condition of the City’s Premises, except those listed in Paragraph 10. District covenants and represents that the Building or the Property for the conduct of TenantDistrict’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 suitable for use as a residential park upon conveyance to City as well as those covenants, representations, and warranties listed 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowParagraph 10.

Condition of the Premises. Tenant acknowledges that, except Except as expressly set forth in this LeaseLease and in the Work Letter attached hereto as Exhibit C, neither Landlord nor Lessor shall not be obligated to provide or pay for any agent improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of Landlord has made any the Premises, and Lessee shall accept the Premises in its “AS IS, WHERE IS” condition on the Lease Commencement Date. Notwithstanding anything to the contrary in the foregoing, Lessor shall deliver possession of the Premises to Lessee with all Building systems serving and located therein (including standard ceiling lighting and electrical outlets) in good operating condition and working order. Subject to the foregoing, Lessor makes no representation or warranty warranty, express or implied, with respect to the condition of the Premises, the Building or the PropertyProject, or with respect to the suitability of the Premises, the Building or the Property Project for the conduct of Tenant’s business. Tenant acknowledges that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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, TenantLessee’s particular use (as opposed to the Permitted Use, generally)use, or the obligations of any other tenants in the Building with respect to their tenant improvements); (b) Landlord has full power conditions that may affect Lessee’s use 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 in good working order and condition. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 enjoyment of Exhibit 3.1, Tenant’s execution of this Lease and taking of possession of the Premises shall conclusively establish that the Premises, the Building or the Project. Without limiting the foregoing, 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 Lessor is not providing any representations or warranties regarding whether the Property were at 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 attendant noise and dust associated with such time activity, shall affect the obligations of Lessee under this Lease or constitute a constructive eviction or a breach of the covenant of quiet enjoyment. No rights to any view or to light or air over any other portion of the Project or any other property, whether belonging to 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. Lessor reserves from the leasehold estate hereunder, in goodaddition to all other rights reserved by Lessor under this Lease: (i) all exterior walls and windows bounding the Premises and rights to the use of the roof of the Building, sanitary and satisfactory condition (ii) all space above the ceiling tiles (and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant commonly referred to Section 8.1, belowas the “plenum”).

Condition of the Premises. Tenant (a) The Lessee hereby acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord that it has made not relied upon any representation or warranty with respect statement of the Port Authority or its Commissioners, officers, employees or agents as to the condition of the Premisespremises, 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 Building or the Property, or with respect to the suitability condition of the Premisespremises 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 Building Lessee agrees that no portion of the premises will be used initially or at any time during the Property letting which is in a condition unsafe or improper for the conduct of Tenant’s businessthe Lessee's operations hereunder so that there is possibility of injury or damage to life or property. Tenant acknowledges It is hereby understood and agreed that Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements whenever reference is made in this Lease to the Premises except condition of the premises as otherwise expressly of the commencement of the term thereof, the same shall be deemed to mean the condition of the premises as of the date of this Agreement, and as to the improvements made and the alteration work performed during the term of the Agreement in the condition existing after the completion of the same. The Lessee understands that it will be its responsibility to furnish and install (subject to the provisions of Section 6 of the Lease) all pumps, trade fixtures, accessories, equipment and other property including any necessary removal and demolition and to perform all work as may be necessary to put the multi-fuel service station in first class operating condition for the purposes set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below3 hereof.

Condition of the Premises. Landlord hereby represents and warrants to Tenant acknowledges 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 as expressly set forth for the matters on the punch list pursuant to Section 7 of the Work Letter Agreement, (b) the Premises and the Building are in this Leasecompliance with all then-applicable law, neither Landlord nor any agent of 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 Landlord has not made any representation or warranty with respect to the suitability or fitness of the Premises or the Building for the conduct of Tenant's Use or for any other purpose. No promise of Landlord to alter, remodel, repair or improve the Premises, the Building or the Project and no representation, express or implied, respecting any matter or thing relating to the Premises, Building, Project or this Lease (including, without limitation, the condition of the Premises, the Building or the PropertyProject) have been made to Tenant by Landlord or its Broker or Sales Agent, other than as may be contained herein or in a separate Exhibit or addendum, attached hereto, signed by Landlord and Tenant. Landlord hereby represents and warrants to Tenant, that to the current knowledge of Landlord as of the date Landlord executes this Lease (defined as the actual current knowledge of Xxxxxx X. Xxxxx and/or Xxxxx Xxxxx, excluding constructive knowledge or duty of inquiry), except as disclosed to Tenant in Section 49 below, there is not any contamination, hazardous waste, or with respect to toxic substance in existence on or below the suitability surface of the Premises, the Building or the Property for the conduct of Tenant’s businessProperty. Tenant acknowledges that Landlord shall have no obligation to alterhas made disclosures regarding the environmental condition of the Property in Section 50 below, repair or otherwise prepare and that Tenant has reviewed such disclosures and is satisfied with the Premises for Tenant’s occupancy or to pay for or construct any improvements to environmental condition of the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1Property. Notwithstanding anything to the contrary contained hereinforegoing provisions of this Section 11, Landlord represents shall indemnify, defend and warrants to hold Tenant that and each of Tenant's partners, shareholders, officers, directors, affiliates, successors and assigns free and harmless from any and all actions (a) including without limitation, remedial or enforcement actions of any kind, administrative or judicial 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 the Commencement Datepersonal injury, property damage, contamination of, or adverse effects upon, the Building and environment, water tables or natural resources) liabilities or losses (excluding consequential damages) arising from the Premises will be in material compliance with all Applicable Laws (in each case, without regard for any presence of the Finish Work, Tenant’s particular use (as opposed to environmental contamination or hazardous materials on 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 Property which are described in Section 14.6, 50 below; . Tenant acknowledges 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 in good working order and condition. Subject to the 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 agrees that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence Section 11 relieves Landlord Tenant from its obligations under Section 22(a), which obligations include, without limitation, that Tenant shall be liable for any releases of any hazardous materials resulting from Tenant's operations of its obligations pursuant to Section 8.1, belowbusiness or occupancy of the Premises.

Condition of the Premises. 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 acknowledges thatfor its review. Landlord, except as expressly set forth at its sole cost and expense, shall complete construction of the Building: (a) in this Leasesubstantial accordance with the Development Specifications; and (b) in a good workmanlike manner, neither Landlord nor any agent to a general standard of Landlord has made any representation construction equal to or warranty with respect to greater than that of other Comparable Buildings. At the condition 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 be completed for the orderly and effective construction of the Initial Installations shall be Substantially Complete. 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 or were in a good and satisfactory condition as required by this Lease except for latent defects in the Property, or with respect Base Building Work not visually discoverable by Tenant upon a reasonably diligent inspection and subject to the suitability completion by Landlord of the Premisesany "punch list" items or similar corrective work; provided, the Building or the Property for the conduct of Tenant’s business. Tenant acknowledges however, that Landlord shall have no obligation to alter, repair or otherwise prepare 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 as a deduction or offset from the amount of Landlord's Contribution or as part of Operating Expenses, shall be responsible for Tenant’s occupancy or to pay for or construct any improvements to the Premises except ensuring that, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon of the Commencement Date, the Base Building Work (including the roof and the Premises will be all Building Systems) is in material good working condition and repair, free from any known code violations and in compliance with all Applicable Laws Requirements. In addition, in accordance with the terms and provisions of Section 6.1 below, Landlord shall be responsible for the correction of any latent or patent defects in the Landlord Repair Areas (in each case, without regard for as hereinafter defined) at any time during this Term of the Finish WorkLease or any extension thereof. Landlord agrees to exercise commercially reasonable efforts to enforce any and all construction, Tenant’s particular use (as opposed to the Permitted Use, generally), or the obligations of any other tenants in the Building design and materials warranties obtained by Landlord 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 in good working order and condition. Subject to the 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 ("Construction Warranties"). No provision of this Lease and taking of possession of the Premises Article 4 shall conclusively establish that the Premises, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its diminish Landlord's obligations pursuant to under Section 8.1, 6.1 below.

Condition of the Premises. Tenant acknowledges thatSubject to (i) Landlord’s obligations under Exhibit B attached hereto and made a part hereof, except as expressly and (ii) any of Landlord’s existing obligations to maintain, restore or repair the Building that are currently set forth in this 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 not defaulted in any of its obligations in the Lease beyond applicable notice and cure periods, if any, resulting in a termination of the Lease or Tenant’s rights to 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 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 warranty with respect to the condition of all or any portion of the Relocation Premises, the Building or the Property, or with respect to and/or the suitability of the Premises, the Building or the Property Relocation Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that Landlord shall have no obligation to alter, repair or otherwise prepare the Relocation Premises is suitable for Tenant’s occupancy intended use. Other than the Relocation Improvements, Tenant acknowledges and agrees that any and all obligations of Landlord originally existing in the Lease to perform improvements or to pay for or construct any improvements to the Premises except provide allowances, if any, have been completed and satisfied in their entirety, including, without limitation, as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 Section 6 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 in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowFourth Amendment.

Condition of the Premises. Tenant acknowledges thatA. Subject to “punch lists” heretofore referred to and subject to latent defects, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition by taking possession of the Premises, Tenant shall be deemed to have agreed that the Building or Premises were as of the Propertydate of taking possession, or with respect in good order, repair and condition. Notwithstanding the foregoing, Landlord’s liability to Tenant regarding latent defects shall be limited to the suitability repair and/or replacement, as the case may be, of the Premisesdefective materials and workmanship and, the Building in no event, shall Landlord be liable for special or the Property for the conduct of Tenant’s businessconsequential damages. Tenant acknowledges that 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 the date which is two (2) years after the Commencement Date. No promises of Landlord to alter, repair remodel, decorate, clean or otherwise prepare improve the Premises for Tenant’s occupancy and no representation or to pay for warranty, express or construct any improvements to implied, respecting the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 in good working order and condition. Subject to the 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 condition of the Premises shall conclusively establish that has been made by Landlord to Tenant, unless the Premisessame is contained herein or made a part hereof. Tenant hereby waives all claims against the Master Lessor, the Building Community, the Secretary and the Property were at such time United States arising from the condition of the Premises and agrees to hold the Master Lessor, the Community and the United States free and harmless from liability for any loss, damage or injury arising from the use of the Premises by Tenant, together with all costs and expenses in goodconnection therewith, sanitary and satisfactory condition and repair; providedexcept if caused by the negligent or willful misconduct of the Master Lessor, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1the Community, belowthe 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.

Condition of the Premises. Tenant acknowledges thatthat it has been and continues to be in possession of the Original Premises, 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 improvements by Landlord of any kind whatsoever. Tenant hereby agrees that the Additional Premises shall be taken “as is”, “with all faults”, “without any representations or warranties,” except as expressly set forth provided in this LeaseSection. Tenant hereby acknowledges that it has had an opportunity to investigate and inspect the condition of the Additional Premises and the suitability of same for Tenant’s purposes, and Txxxxx does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Additional Premises, the Building or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Additional Premises, the Building or the Property, Project or with respect to the suitability of the Additional Premises, the Building or the Property Project for the conduct of TenantTxxxxx’s business. business and Tenant acknowledges expressly warrants and represents that Landlord shall have no obligation to alter, repair or otherwise prepare Tenant has relied solely on its own investigation and inspection of the Additional Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises except as otherwise expressly set forth in this Lease or in the Work Letter attached hereto as Exhibit 3.1. 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 its decision to enter into this Lease First Amendment and has obtained 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, Landlord shall perform the following work in the Additional Premises (collectively, the “Landlord Work”): (i) install LED lighting in the Additional Premises; (ii) recarpet all consents carpeted floors in the office portion, and taken install new floors in the restroom portion, of the Additional Premises; (iii) install illuminated Exit signs near exist doors of the Additional Premises; (iv) patch all actions necessary holes in connection therewith other than to drywall in the extent provided in Section 14.6, belowAdditional Premises; and (cv) upon the Commencement Date, the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and conditionpaint demising wall. Subject to the foregoing and Landlord’s obligation to repair latent defects in the Base Building Work as expressly provided in Section 1.1 Within five (5) days of Exhibit 3.1, Tenant’s execution receipt of this Lease Building standard samples for the carpet and taking of possession of flooring, Tenant shall make a selection in writing 4867-8975-9850, v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0 to Landlord. If Tenant fails to timely select such carpet and flooring, Tenant shall have no further right to make such selection and Landlord may choose the Premises shall conclusively establish that the Premisescarpet and flooring in its sole and absolute 4867-8975-9850, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, below.v. 1 DocuSign Envelope ID: D0DC7079-A251-4FFF-9D21-A4082DCEC9D0

Condition of the Premises. Tenant acknowledges thatand agrees that its possession of the Premises during the Extended Term, except as expressly set forth in this is a continuation of Tenant's possession of the Premises under the Lease, neither Landlord nor any agent of Landlord has made any representation or warranty . Tenant is familiar with respect to the condition of the Premises, and agrees to accept the Building Premises in their existing condition "AS IS", without any obligation of Landlord to remodel, improve or alter the PropertyPremises, to perform any other construction or work of improvement upon the Premises, or to provide Tenant with any construction 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. Tenant acknowledges and agrees that 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 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 claim to any abatement, offset or other deduction of the amount of Rent payable by Tenant for the Premises due to the installation and construction of any 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 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 suitability Premises during the pendency of the Premiseswork associated with the Tenant Improvements (except to the extent arising from the gross negligence or willful misconduct of Landlord), the Building or the Property for the conduct and (iv) agrees not to interfere, and not to allow any of Tenant’s business'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 outside visitors, etc.) shall be deemed not to constitute interference hereunder. In the performance of the Tenant acknowledges that Improvements, Landlord shall have no obligation agrees to altercommence and diligently pursue the same to completion and to use commercially reasonable efforts not to materially interfere, repair or otherwise prepare and not to allow any of its contractors and agents to materially interfere, with Tenant's operations in and about the Premises Premises. In the event Landlord does not complete the Tenant Improvements within thirty (30) days after the completion date for Tenant’s occupancy or to pay for or construct any improvements to the Premises except construction as otherwise expressly set forth in this Lease or in an agreed upon schedule for construction (the Work Letter attached hereto as Exhibit 3.1. Notwithstanding anything to the contrary contained herein, Landlord represents and warrants to Tenant that (a) upon the Commencement "Outside Completion 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 so long as Tenant is not in default under 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 Lease, as more particularly described in Section 14.64 above, below; and Tenant shall receive one (c1) upon day free of Base Rent for each day beyond the Commencement Date, Outside Completion Date that Landlord fails to so complete the Building systems provided by Landlord and serving the Premises including electrical, HVAC, plumbing and other utility systems shall be in good working order and condition. Subject to the 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, the Building and the Property were at such time in good, sanitary and satisfactory condition and repair; provided, nothing in this sentence relieves Landlord of its obligations pursuant to Section 8.1, belowTenant Improvements.