Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition neither Landlord nor any representative of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty with respect to the Premises or the Building or the suitability or fitness of either for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or on the Site, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. Landlord shall complete the “Tenant Improvements” (defined in the Work Letter attached as EXHIBIT X hereto) prior to the Commencement Date. The taking of possession or use of the Premises by Tenant for its business operations shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within thirty (30) days after the term (“Term”) of this Lease commences as provided in Article Ill below. If no items are required of Landlord under the Work Letter, by taking possession of the Premises Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises Premises. Nothing contained in this Section shall affect the commencement of the Term or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. a) Tenant acknowledges that it is familiar with has fully inspected the condition of the Existing Building Demised Premises and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) accepts same in their condition and state of repair as of the date hereof, reasonable use and wear exceptedpresent condition, "AS IS", subject only to the provisions of Section 1.3 below; WHERE IS" and (b) subject to with all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premisesfaults. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that Landlord makes no person has made any representation representations or warranty to Tenant as warranties, express, implied or statutory, relating to the Demised Premises or the improvements and structures located thereon, including, without limitation, any representations, or warranties relating to the improvements' and structures' condition, suitability for any intended purpose, or compliance with any applicable laws, statutes, ordinances or regulations; the quality or condition of the Demised Premises; the suitability or safety of the Demised Premises for any and all activities and uses which Tenant may conduct thereon, the environmental condition of the Demised Premises and the presence or absence of or contamination by hazardous or toxic materials or the compliance of the Demised Premises with all regulations or laws relating to health or the environment; or the soil conditions, drainage, flooding characteristics, topography, geologic conditions, utilities or other conditions existing in or on the Demised Premises. Landlord and Tenant expressly disclaim any implied warranty that the Demised Premises are suitable for Tenant's intended commercial purpose. Tenant hereby expressly assumes all risks, liabilities, claims, damages and costs (and agrees Landlord shall not be liable for any special, indirect, consequential or other damages) resulting or arising from or related to the Demised Premises or their compliance with any such lawsother use, ordinancescondition, ruleslocation, regulationsmaintenance, ordersrepair or operation thereof; expressly provided that, or directives, or their suitability Tenant shall not be responsible for any use or purpose, other than damages to the following:Demised Premises that were existing prior to the occupancy of the Demised Premises by Tenant.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair that, except as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as expressly provided in the immediately preceding paragraphthis Lease, Tenant further acknowledges that no person neither Landlord nor any representative of Landlord has made any representation or warranty to Tenant as with respect to the condition Premises or the Building or the suitability or fitness of either for any purpose, including, without limitation, any representations or warranties regarding zoning or other land use matters; and that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building and the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or their compliance additions or construct any improvements to the Premises except as expressly provided in this Lease. The taking of possession or use of the Premises by Tenant for the conduct of Tenant's business therein (but not for construction or early entry for fixturization in accordance with any such lawsthe Work Letter) shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, ordinancesexcept for: (i) those matters which Tenant brings to Landlord's attention on a written punch list delivered to Landlord within thirty (30) days after the Term of this Lease commences with respect to the Premises , rulesand (ii) Landlord's other obligations specifically provided in this Lease, regulationsincluding, orderswithout limitation, the responsibilities contained in Section 2.4 hereof. Nothing contained in this Section shall affect the commencement of the Term or directives, or their suitability for any use or purpose, other than the following:obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building has had a complete opportunity to inspect and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of investigate the Premises or any interest therein or any use or occupancy thereof, (in the Premises currently being in compliance with the foregoing), course of its preparations for construction and to all liens, encumbrances, easements, rights its investigation of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of ACM on the Premises. Tenant's acceptance Original Landlord represents, without undertaking any investigation, that it has disclosed to Tenant any actual knowledge possessed by Original Landlord in regard to ACM in the Expansion Space. Except for the presence of possession of Hazardous Materials, Tenant accepts the Premises "AS-IS" and relieves any Landlord, including without limitation Original Landlord, of any further disclosure obligations relating to the Premises and the Building, their construction, the materials used in construction, the type, nature, and quality of tenant improvements installed therein, and otherwise relating to the Premises and the Building. Tenant acknowledges that, except for Hazardous Materials as defined in the Lease, the risk of latent, unknown, unforeseen, concealed, hidden, undiscovered, or undiscoverable matters relating to the Premises and the Building, (including but not limited to defects and dangerous conditions) has entirely shifted to Tenant, notwithstanding any Landlord's constructive, or inquiry knowledge of such matters, and notwithstanding any duty on Receiver's part to inspect or investigate the Premises and the Building and disclose matters which are or should reasonably have been discovered, and Tenant accepts such risk. Nothing in this Paragraph 6 shall be deemed to be change, expand, or contract the express obligations of the parties as set forth in the Lease in regard to maintenance or repair of the Building. Tenant's acknowledgement that it is satisfied in liability for any and all respects with Hazardous Materials other than the condition Identified ACM on the Premises shall continue to be governed solely by the provisions of the Premises at the time of accepting possession, and Tenant's failure Lease relating to deliver written objection to Landlord upon delivery as to any conditions thereon Hazardous Materials. Nothing contained in this Amendment shall be deemed a waiver of Tenant's to diminish, waive, or restrict rights which Tenant otherwise might have, if any, to thereafter object to seek indemnity from Original Landlord for any physical conditions third party claims or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, liabilities (including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as claims by governmental entities) with respect to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:Identified ACM.

Acceptance of Premises. Tenant “AS-IS”. Other than Sublandlord’s obligation to deliver the FF&E and make the repairs (if any) described in the last sentence of this Section 9, the Premises shall be delivered to Subtenant in “AS-IS” and “WITH ALL FAULTS” condition without any representations and warranties with respect thereto by Sublandlord, its agents, officers, directors, employees, consultants or attorneys. Subtenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees that Sublandlord and its agents, officers, directors, employees, consultants and attorneys have made no representations, warranties or promises of any nature whatsoever with respect to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest improvements located therein or except as expressly set forth in this Sublease. The taking of possession of any use or occupancy thereof, (Premises Component by Subtenant shall be conclusive evidence that Subtenant accepts the same “AS-IS” and “WITH ALL FAULTS” and that the Premises currently being are suited for the use intended by Subtenant and are in compliance with good and satisfactory condition at the foregoing), time such possession was taken. Subtenant represents and warrants to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's Sublandlord that (i) its sole intended use of the Premises. Tenant's acceptance of possession Premises is for general office use and related uses to the extent permitted in accordance with the Master Lease (the “Permitted Use”) and (ii) prior to executing this Sublease it has made such investigations as it deems appropriate with respect to the suitability of the Premises shall be deemed to be Tenant's acknowledgement for its intended use and has determined that it is satisfied in all respects with the condition of the Premises at are suitable for such intended use. Sublandlord shall have no obligation whatsoever to construct any improvements for Subtenant or to repair or refurbish the time Premises other than any repairs necessary to repair any material damage caused by Sublandlord’s vacation of accepting possession, any Premises Component other than ordinary wear and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Propertytear. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as Prior to the condition actual delivery of the any Premises or their compliance with Component, within thirty (30) days following Sublandlord’s receipt of a written request by Subtenant to do so, Sublandlord and Subtenant shall conduct a joint walk-through of such Premises Component to determine if Sublandlord is required to perform any repairs prior to delivering such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:Premises Component to Subtenant.

Acceptance of Premises. Without limiting any of Landlord’s obligations, representations or warranties under this Lease, Tenant acknowledges shall accept the Premises in its condition as of the Commencement Date, provided that it is familiar Landlord shall cause the Premises to conform to the delivery obligations as set forth in the Development Agreement, and to be in good order and good operating condition and in compliance with the condition Permitted Exceptions and all applicable Legal Requirements (as defined below) as of the Existing Building Commencement Date. Landlord represents and the Property and is satisfied with the physical condition thereof. warrants to Tenant covenants and agrees to accept the Existing Building and Property that (a) in their condition it has the full right and state of repair as power to execute and perform this Lease and to grant and convey the estate demised herein, (b) it is the sole fee simple owner of the date hereof, reasonable use and wear excepted, "AS IS"Property, subject only to the provisions Permitted Exceptions, (c) the Building is not located on a tax parcel with any other building, (d) there are no zoning, title or other restrictions that in any way prohibit or limit the use of Section 1.3 below; the Premises for the Permitted Uses, and such uses are permitted at the Premises under applicable zoning regulations, (e) the Premises are not located in a 100-year or 500-year flood plain, (f) intentionally deleted, (g) the City of Oakley, California (the “City”) is the only jurisdiction having permitting authority over the Landlord’s Work, (h) intentionally deleted, (i) as of the Commencement Date, Landlord is not aware of and has not received notice of any newly enacted, pending, proposed or threatened Legal Requirement, condemnation proceeding or litigation that would in any way prevent or inhibit the use of the Premises by Tenant as contemplated by this Lease, and (bj) subject it has obtained all required approvals for the Landlord’s Work including, without limitation, pursuant to the Permitted Exceptions. Landlord represents and warrants to Tenant that it has delivered to Tenant complete copies of any zoning reports relating to the Premises or the Land in Landlord’s possession, Landlord’s most recent title policy or commitment for the Premises and copies of all lawsPermitted Exceptions. To Landlord’s actual knowledge, ordinancethe Premises has not undergone inspection by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, rulesthe commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, regulationsif requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, order the payment of the fee for the CASp inspection, and directivesthe cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises; provided, governinghowever, regulating or that, Landlord shall have no responsibility for making any required corrections to accessibility violations identified in any CASp report. The foregoing verification is included in the Lease solely for the purpose of complying with California Civil Code Section 1938 and, except as otherwise expressly stated above, shall not in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in affect Landlord’s and Tenant’s respective responsibilities for compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except construction-related accessibility standards as provided in under the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:Lease.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition By taking possession of the Existing Building Premises (other than possession prior to the Commencement Date as provided in the last paragraph of Paragraph 2.2 above), Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) Premises in their condition and state of repair existing as of the date hereofTenant takes possession of the Premises, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all applicable laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses easements and other matters then of public record or otherwise affecting and the Premises, none of which shall materially interfere with Tenant's reasonable rules and regulations from time to time promulgated by Landlord (and non-discriminatorily applied) governing the use of the Premises. Tenant's acceptance of possession any portion of the Premises Project and further, to have accepted tenant improvements to be constructed by Landlord as being completed in accordance with the plans and specifications for such improvements subject only to completion of items on Landlord’s or Tenant’s punch list and to Landlord’s representations and other obligations expressly set forth in this Lease. Nothing herein shall be deemed to be in any way prejudice or otherwise affect Tenant's acknowledgement that it is satisfied ’s rights against any party (other than Landlord) involved in all respects with the condition construction of the Premises at the time of accepting possessionInitial Improvements. Tenant acknowledges that, and Tenant's failure to deliver written objection to Landlord upon delivery except as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions otherwise expressly provided in this Paragraph 2.3 below or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as otherwise provided in the immediately preceding paragraphLease, Tenant further acknowledges that no person has neither Landlord nor Landlord’s agents have made any representation or warranty to Tenant as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises or their are suitable for Tenant’s intended use and that the Building and Premises meet all governmental requirements for such intended use. Landlord warrants to Tenant that, as of the date possession of the Premises is delivered to Tenant, the roof, ESD and conductive flooring, lighting fixtures, doors, door hardware, electrical outlets, dock high and grade level doors, if applicable, kitchen appliances, if any, and building systems servicing the Building, including, without limitation, electrical service, HVAC and plumbing facilities shall be in good working order and condition. If a non-compliance with said warranty exists as of the date Landlord delivers possession of the Premises to Tenant, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify the same at Landlord’s sole cost. If Tenant does not give Landlord written notice of such non-compliance with this warranty within ninety (90) days following the date Landlord delivers possession of the Premises to Tenant, correction of such non-compliance shall no longer be covered by this warranty (unless such non-compliance is covered by any warranty given to Landlord). Landlord shall assign to Tenant for the Term of this Lease, on a non-exclusive basis, the benefit of all warranties available to Landlord related to the building systems and roof, as the case may be. Landlord shall cooperate with Tenant in the enforcement of such warranties. Landlord further warrants that on the Commencement Date the Initial Improvements (as described in Exhibit C attached hereto) to the Premises, the Common Area and Project shall comply with applicable laws, covenants, conditions, restrictions, easements and other matters of public record, and that in the event of a breach of such warranty in this sentence, as Tenant’s sole remedy, Landlord shall be required to remedy any violations of such warranty at Landlord’s expense; provided, however, Landlord shall not be obligated to commence remedying any such laws, ordinances, rules, regulations, orders, violations of such warranty until the governmental agency having jurisdiction over such matter requires such violation(s) cured or directives, remedied by Landlord or their suitability for any use Tenant or purpose, other than unless Tenant cannot legally or physcially occupy the following:Premises until such violation(s) are cured or remedied.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition neither Landlord nor any representative of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair Landlord has, except as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as specifically provided in the immediately preceding paragraphthis Lease, Tenant further acknowledges that no person has made any representation or warranty to Tenant as with respect to the condition Premises, the Building(s) or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters except that the Premises may be used for general business office operations, and that except as specifically provided in this Lease, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or their (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises except as expressly provided in this Lease. Notwithstanding the foregoing or anything in this Lease to the contrary, Landlord hereby represents and warrants to Tenant that the Buildings, including the foundation, floor/ceiling slabs, roof, curtain wall, exterior glass and mullions, windows and seals, columns, beams, shafts (including elevator shafts), stairs, stairwells, elevator cabs, base building washrooms, and main electrical room (collectively, "BUILDING STRUCTURE"), the Common Areas, and the mechanical, electrical, life safety, plumbing, sprinkler systems (connected to the core) and HVAC systems (collectively, "BUILDING SYSTEMS") shall, upon completion of construction by Landlord, be in good operating order and condition and in compliance with any such lawsall laws applicable to new construction (including, ordinanceswithout limitation, rulesthe ADA and laws pertaining to Hazardous Materials), regulationsstructurally sound, orders, or directives, or their suitability for any use or purpose, other than the following:with water tight roofs and perimeter walls and windows.

Acceptance of Premises. After Tenant acknowledges opens for business, Tenant shall have no right to cancel this lease, seek a diminution of rental, xxx for damages, or assert any other contractual, legal or equitable remedy based either on a claim that it is familiar Landlord failed to deliver possession in accordance with the condition terms of this lease or based on a claim that the size, location, layout, dimensions or construction of the Existing Building and building in which the Property and is satisfied premises are located or service areas (if any), sidewalks, parking or other common areas (if any) or other facilities to be furnished by Landlord, were not completed or furnished in accordance with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state terms of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Propertythis lease. Notwithstanding the foregoing, if after Tenant's opening for business and during the term hereof, Landlord is in default under any of its lease obligations, Tenant shall deliver have such rights at law or equity to which it may be entitled on account of such default, except that Tenant hereby waives any right to seek a diminution of rental. Upon opening of the existing building systemspremises for business to the public, including Tenant shall be deemed to have certified to Landlord and to the electricalholder of any mortgage to which this lease is, HVAC or shall thereafter be, subject and mechanical systemssubordinate, that the premises has been delivered to it in accordance with the terms of this lease, that possession thereof has been fully and completely accepted by Tenant who is then in possession of the same, and that the term of this lease and the opening for business to the public and the date for the payment of annual basic rental hereunder have all theretofore commenced and that the premises, the parking areas, and all other portions of the retail center have been completed in accordance with the requirements and terms of this lease and that there has not been any violation of any of the lease terms on the part of the Landlord. The foregoing provision shall be self-operative and no further instrument, letter or certificate shall be required by the Landlord or any such mortgagee unless either said Landlord or mortgagee shall deem same appropriate, in good working condition on which event, in confirmation of the Commencement Date. Except as provided foregoing, the Tenant shall promptly execute, in writing, any instrument letter and/or certificate containing the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as foregoing and such other like provisions in regard to the condition of the Premises or their compliance with premises, the building in which the premises are located, the retail center (and/or portions thereof), the rental(s), term and date of the opening of the premises for business to the public shall be requested by the Landlord and/or said mortgagee and Tenant hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to execute any such lawsinstrument(s), ordinancesletter(s), rulesand/or certificate(s) for and on behalf of the Tenant. Should Landlord execute any such document, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:Landlord agrees to provide Tenant with an exact copy of such document within ten (10) days of its execution.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) Except as otherwise provided in their condition and state of repair as of the date hereofthis Lease, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of ’s taking possession of the Premises shall be deemed constitute Tenant’s acknowledgment that, to be Tenant's acknowledgement ’s actual knowledge, the Premises are in good condition and that it the Base Building Work (as defined in the Lease Improvement Agreement) is satisfied constructed in all respects accordance with the Lease Improvement Agreement, and that Tenant agrees to accept the same in its condition existing as of the Premises at the time date of accepting possessionsuch entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and Tenant's failure regulations governing and relating to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions the use, occupancy or attributes possession of the Existing Building and PropertyPremises. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on within fifteen (15) days following the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord complete or correct in order for the Premises to be reasonably acceptable (which shall not include any items damaged by Tenant, its agents, employees, contractors and/or subcontractors). Within thirty (30) days following Landlord’s receipt of the Punch List Items, to the extent commercially possible, Landlord shall complete and/or correct such items set forth on the Punch List Items using its good faith efforts and due diligence. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no person has made representation, express or implied, respecting any representation matter or warranty thing related to Tenant as to the Premises or Building or this Lease (including, without limitation, the condition of the Premises Building or their compliance with any such lawsPremises) have been made to Tenant by Landlord, ordinances, rules, regulations, orders, its agents or directives, or their suitability for any use or purposeemployees, other than as set forth in the following:Lease Improvement Agreement and as otherwise provided in this Lease. Nothing in this Section 2 shall, however, relieve Landlord of its obligation to correct any latent defects in the Premises or Building, or to construct the Base Building Work in compliance with all applicable laws.

Acceptance of Premises. Except as otherwise set forth in the Lease, Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to shall accept the Existing Building and Property (a) Premises in their its condition and state of repair as of the date hereofCommencement Date, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all applicable laws, ordinance, rulesordinances, regulations, order covenants and directivesrestrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, governingand Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as otherwise set forth in the Lease, regulating or in no event shall Landlord have any manner applicable to all or obligation for any part of defects in the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premiseslimitation on its use. Tenant's acceptance The taking of possession of the Premises shall be deemed to be Tenant's acknowledgement conclusive evidence that it is satisfied in all respects with the condition of Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's responsibility under the Lease and any punchlist items agreed to in writing by Landlord and Tenant. Landlord, to its knowledge, represents and warrants that as of accepting possessionthe Commencement Date (i) Landlord is unaware of any material defect or infirmity adversely affecting the Premises, (ii) Landlord is currently not the subject of any bankruptcy or insolvency proceeding, (iii) to Landlord's knowledge without further inquiry, the Premises shall be in compliance with all Legal Requirements (hereinafter defined) in effect as of the Commencement Date of this Lease, (iv) Landlord has fee simple title to the Premises and Landlord has full power, right and authority to execute and perform this Lease and all corporate action necessary to do so has been duly taken, and (v) the zoning for the Premises is designated "planned industrial" by the Ontario General Plan under the Bridgestone/Firestone Industrial Park Specific Plan dated March, 1997, as revised May 14, 1997. Landlord warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, if any, and all other such building and mechanical systems servicing the Premises, other than those constructed by Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon , shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working operating condition on the Commencement Date. Except as provided , and that, subject to adverse weather conditions in which case the immediately preceding paragraphprovisions of Paragraph 15 shall apply, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition surface of the roof and structural elements of the roof, bearing walls and foundation of the Building shall be free of material defects on the Commencement Date. Landlord shall warrant the HVAC system for the first 90 days following the Commencement Date, and shall further warrant all other building and mechanical systems servicing the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for the first 30 days following the Commencement Date. Landlord shall be obligated for any use or purpose, other than the following:and all repairs to such systems during such warranty periods at no cost to Tenant.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition neither Landlord nor any representative of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as with respect to the condition Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's use of the Premises with the applicable zoning or their compliance regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with any such laws, ordinances, rules, regulations, ordersrespect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or directives(iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or to construct any improvements to the Premises, or their suitability for and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. Tenant's lease of the Premises shall be on an "as is" basis, except that Landlord, at its sole cost and expense (which shall not be reimbursable to Landlord as an Operating Expense) and prior to the Commencement Date, shall construct a reception area in the main, entry area of the Premises and shall reconstruct the ground floor lobby of the Building to Landlord's multi-tenant standard lobby configuration, utilizing building standard finishes and materials, which lobby reconstruction shall be in accordance with the plan attached as Exhibit A-2 hereto. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any use or purposerights under this Lease, other than which acceptance shall mean that it is conclusively established that the following:Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition Subject to construction of the Existing Building Tenant Improvements, as provided in the Work Letter, and further subject to the Property obligations of Landlord set forth in Section 7.3 below, Tenant hereby accepts the Premises and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) any equipment thereon in their condition and state of repair existing as of the Commencement Date or the date hereofthat Tenant takes possession of the Premises, reasonable use and wear exceptedwhichever is earlier, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all applicable zoning, municipal, county, state and federal laws, ordinance, rules, regulations, order ordinances and directives, governing, regulations governing and regulating or in any manner applicable to all or any part the use of the Premises (or any interest therein equipment thereon), and any easements, covenants, restrictions or other matters of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any use or occupancy thereofexhibits attached hereto, (and further subject to latent defects in materials and workmanship. Landlord shall deliver the Premises currently being to Tenant on the Commencement Date in full compliance with the foregoingAmericans With Xxxxxxxxxxxx Xxx, 00 X.X.X. § 00000 et seq, {the “ADA”), and . If any Improvements are required to all liens, encumbrances, easements, rights be made to the Premises pursuant to the ADA after the Commencement Date resulting from a change in the use of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's Premises by Tenant from the previous tenant’s use of the Premises, such cost shall be paid by Tenant or reimbursed to Landlord within thirty (30) days after written request, accompanied by copies of invoices for such work. Tenant's acceptance of possession of Tenant shall cause all alterations and Improvements to the Premises shall be deemed made by or on behalf of Tenant after the Commencement Date to be Tenant's acknowledgement that it is satisfied in all respects full compliance with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement DateADA. Except as provided in the immediately preceding paragraphthis Section, Tenant further shall have no responsibility with respect to insuring compliance of the Premises with the ADA. Tenant acknowledges that no person neither Landlord nor Xxxxxx has made any representation or warranty to Tenant as to the condition present or future suitability of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, equipment thereon for the conduct of Tenant’s business. Neither Landlord nor Xxxxxx shall be under any duty to instruct Tenant or directives, or their suitability for any others as to the use or purpose, other than of arty equipment on the following:Premises.

Acceptance of Premises. Tenant It is expressly understood and agreed that, except as set forth in the Bay Course PSA, Lessor has not made any representation or warranty, express or implied, regarding any aspect of the Premises including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, suitability, habitability, quality, physical condition, value or profitability, and Lessor hereby disclaims any and all liability for any and all such representations and warranties except as set forth in the Bay Course PSA. Lessee agrees that it has examined and investigated the Premises prior to the execution of this Lease and that Lessee has relied solely upon such examinations and investigations and Lessor’s representations and warranties set forth in the Bay Course PSA in leasing the Premises. Without limiting the generality of the foregoing, Lessee acknowledges that Lessor has made no representation or warranty, express or implied, concerning the Premises’ compliance with Hazardous Materials Laws except as provided in the Bay Course PSA. Lessee acknowledges and agrees that it is familiar leasing the Premises in its “as is, where is” condition, with all faults, if any, and subject to termination rights described herein, that except as set forth in the Bay Course PSA Lessee has assumed all risks regarding all aspects of the Premises, and the condition thereof, including, without limitation: (i) the risk of the Existing Building and the Property and is satisfied with the any physical condition thereof. Tenant covenants and agrees to accept affecting the Existing Building and Property Premises including, without limitation, the existence of any Hazardous Materials, the existence of any soils conditions, or the existence of archeological or historical conditions on the Premises; (aii) in their condition and state the risk of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only any damage or loss to the provisions of Section 1.3 belowPremises caused by any means including, without limitations, tsunami, flood, earthquake or volcanic eruption; and (biii) subject to all lawsthe risk of use, ordinancezoning, ruleshabitability, regulations, order and directives, governing, regulating merchantability or in any manner applicable to all or any part quality of the Premises or any interest therein or any use or occupancy thereof, (the suitability of the Premises currently being for its use. Except as otherwise described herein or in compliance the Bay Course PSA, Lessee expressly releases Lessor from any and all liability and claims that it may have against Lessor, its successors and assigns with regard to Hazardous Materials hereafter placed on the foregoing)Premises by Lessee, and Lessee hereby agrees to indemnify, defend and hold Lessor harmless from and against any and all liensclaims and demands for loss or damage, encumbrancesincluding claims for personal injury, easementsproperty damage or wrongful death, rights arising out of wayor in connection with a release by Lessee during the Term of Hazardous Materials in violation of Hazardous Materials Laws (collectively, covenants“Lessee Hazmat Liability”). Lessee shall not be responsible for any Hazardous Materials released in, conditionson, restrictionsunder and about the Premises by Lessor or its subsidiaries (collectively “Lessor Hazmat Liability”). Lessor shall be and remain liable for all, servitudeLessor Hazmat Liability, licenses and other matters then of record on, under or otherwise affecting about the Premises, none and for all clean-up and remediation thereof. Lessor shall and does hereby indemnify, defend and hold harmless Lessee and Lessee’s members, officers, directors, agents, employees and invitees from and against any and all claims, lawsuits, liabilities, costs, fees (including reasonable attorney’s fees) and expenses of which every kind and nature relating to or rising from a Lessor Hazmat Liability. The provisions of this paragraph 7 shall materially interfere with Tenant's use survive the termination of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:this Lease.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property Lessee hereby acknowledges: (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of the Premises shall be deemed to be Tenant's acknowledgement that it is satisfied in all respects has been advised by the Broker(s) to satisfy itself with the condition of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Property. Notwithstanding the foregoing, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as respect to the condition of the Premises or their (including but not limited to the electrical and fire sprinkler systems, security, environmental aspects, seismic and earthquake requirements, and compliance with any the Americans with Disabilities Act of 1990 (the "ADA")(except for the exterior of the Buildings, for which Lessor shall be responsible in ensuring the same comply with the ADA requirements for buildings such as the Buildings) and applicable zoning, municipal, county, state and federal laws, ordinancesordinances and regulations and any covenants or restrictions of record (collectively, rules"APPLICABLE LAWS") and the present and future suitability of the Premises for Lessee's intended use; (b) except as may be otherwise provided herein, regulationsincluding but not limited to this Section 2.4, ordersthat Lessee has made such investigation as it deems necessary with reference to such matters, is satisfied with reference thereto, and assumes all responsibility therefore as the same relate to Lessee's occupancy of the Premises and/or the terms of this Lease; and (c) that neither Lessor, nor any of Lessor's agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. Notwithstanding any other term of this Lease to the contrary, Lessor shall be responsible for making any repairs or alterations which are required by law to conform the Premises to the requirements of the Americans With Disabilities Act and Title 24 of the California Administrative Code (collectively "ADA REQUIREMENTS") (as applicable to occupancy by a generic occupant with no special requirements and to premises which are not a place of public accommodation) as of the date the Premises are delivered to Lessee in accordance with Section 2.2 of this Lease. Lessee shall be responsible for making any repairs or alterations to the Premises which are required (a) as a result of any of Lessee's Alterations, or directives(b) due to any particular use of the Premises made by Lessee. Notwithstanding the preceding sentence, if because of any change in the ADA Requirements while this Lease is in effect (and not within the scope of subsections (a) or their suitability (b) of the preceding sentence), any repair or alteration as required to be made to the Premises, the cost of which repair or alteration would be deemed a "capital" expenditure under generally accepted accounting principals, then Lessee shall pay that portion of the cost of each such repair alteration which the unexpired term of this Lease (and any extension thereof) bears to the useful life of the repair or alteration, and Lessor shall pay the balance of such cost. Without limiting the generality of the foregoing, Lessor agrees that Lessor shall be responsible for any use or purposemaking alterations to the Building, other than the following:interior of the Premises, which Lessor is required to maintain or repair if such alterations are (i) required by changes in the law after the Commencement Date, and (ii) are the type customarily made or required to be made by landlords and not by tenants, and (iii) are not required as a result of (a) Lessee's particular manner of occupancy or manner of use of the Premises, (b) the Lessee's Alterations to the Premises (including, without limitation, the installation of Lessee's personal property in the Premises) or (c) Lessee's doing or permitting anything to be

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereofEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, reasonable use and wear excepted, THE PREMISES ARE LEASED "AS IS", subject only WITH TENANT ACCEPTING ALL DEFECTS, IF ANY; AND LANDLORD MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES (WITHOUT LIMITATION, LANDLORD MAKES NO WARRANTY AS TO THE HABITABILITY, FITNESS OR SUITABILITY OF THE PREMISES FOR A PARTICULAR PURPOSE, NOR AS TO COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS, NOR AS TO THE ABSENCE OF ANY TOXIC OR OTHERWISE HAZARDOUS SUBSTANCES). Notwithstanding any provision of this Lease to the provisions of Section 1.3 below; contrary, Landlord represents and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part warrants that Landlord is the fee title owner of the Premises or any interest therein or any use or occupancy thereof, (and has the right to lease the Premises currently being on the terms and conditions set forth in compliance with this Lease. This Section 3.1 is subject to any contrary requirements under applicable law; however, in this regard, Tenant acknowledges that it has been given the foregoing), opportunity to inspect the Premises and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of possession of have qualified experts inspect the Premises shall be deemed prior to be Tenant's acknowledgement that it is satisfied in all respects with the condition execution of the Premises at the time of accepting possession, and Tenant's failure to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions or attributes of the Existing Building and Propertythis Lease. Notwithstanding the foregoing, Landlord shall deliver warrants (but does not represent) that as of the existing building systems, including Commencement Date (i) the electrical, mechanical, plumbing, and HVAC and mechanical systems, systems serving the Premises as of the date of this Lease shall be in good working operating condition on the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purposeand repair, other than to the following:extent of any damage or failure caused by Tenant or Tenant Parties or any portion thereof affected by the Initial Alterations; however, if any portion of the HVAC system must be replaced pursuant to the foregoing, the provisions of Section 11.2 shall apply; and (ii) the Premises, Building and Common Areas are in compliance with applicable laws, including without limitation The Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., and the regulations issued pursuant thereto, subject to the provisions of Section 10.5(b).

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) Except as otherwise provided in their condition and state of repair as of the date hereofthis Lease, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premises. Tenant's acceptance of ’s taking possession of the Premises shall be deemed to be constitute Tenant's acknowledgement ’s acknowledgment that it is satisfied the Premises are in all respects good condition and that the Tenant Improvements are constructed in accordance with the Tenant Improvement Agreement, and that Tenant agrees to accept the same in its condition existing as of the Premises at the time date of accepting possessionsuch entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and Tenant's failure regulations governing and relating to deliver written objection to Landlord upon delivery as to any conditions thereon shall be deemed a waiver of Tenant's rights to thereafter object to any physical conditions the use, occupancy or attributes possession of the Existing Building and PropertyPremises. Notwithstanding the foregoing, within fifteen (15) days following the date that Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord must complete or correct in order for the Premises to be reasonably acceptable (which shall not include any items damaged by Tenant, its agents, employees, contractors and/or subcontractors) per Exhibit B. Within thirty (30) days following Landlord’s receipt of the Punch List Items, to the extent commercially possible, Landlord shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, in good working condition complete and/or correct such items set forth on the Commencement DatePunch List Items using its good faith efforts and due diligence. Except as provided in No promise of Landlord to alter, remodel, repair or improve the immediately preceding paragraphPremises or the Building and no representation, Tenant further acknowledges that no person has made express or implied, respecting any representation matter or warranty thing related to Tenant as to the Premises or Building or this Lease (including, without limitation, the condition of the Premises Building or their compliance with any such lawsPremises) have been made to Tenant by Landlord, ordinances, rules, regulations, orders, its agents or directives, or their suitability for any use or purposeemployees, other than as set forth in the following:Tenant Improvement Agreement and as otherwise provided in this Lease.

Acceptance of Premises. Tenant acknowledges that it is familiar with the condition of the Existing Building and the Property and is satisfied with the physical condition thereof. Tenant covenants and agrees to accept the Existing Building and Property (a) in their condition and state of repair as of the date hereof, reasonable use and wear excepted, "AS IS", subject only to the provisions of Section 1.3 below; and (b) subject to all laws, ordinance, rules, regulations, order and directives, governing, regulating or in any manner applicable to all or any part of Landlord shall deliver the Premises or any interest therein or any use or occupancy thereof, (the Premises currently being to Tenant in compliance with the foregoing), and to all liens, encumbrances, easements, rights of way, covenants, conditions, restrictions, servitude, licenses and other matters then of record or otherwise affecting the Premises, none of which shall materially interfere with Tenant's use of the Premisesa clean condition. Tenant's acceptance of ’s taking possession of the Premises shall be deemed constitute Tenant’s acknowledgment that the Premises are in a good and clean condition and that Tenant agrees to be Tenant's acknowledgement that it is satisfied accept the same in its condition existing as of the date hereof and subject to all respects with applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises. Tenant will obtain all required use and building permits (including any necessary conditional use permits) at its sole cost and expense and using its own consultants, engineers, architects and space planners. No promise of Landlord to alter, remodel, repair or improve the Premises and no representation, express or implied, respecting any matter or thing related to the Premises or this Lease (including, without limitation, the condition of the Premises) have been made to Tenant by Landlord, its agents or employees. Xxxxxx agrees to accept the Premises at the time of accepting possessionin their AS-IS, WHERE IS, WITH ALL FAULTS CONDITION, and Tenant's failure agrees that any improvements to deliver written objection to Landlord upon delivery as to any conditions thereon the Premises shall be deemed a waiver at Tenant’s sole cost and expense, including, without limitation, any alterations necessary to comply with applicable fire-life safety requirements and the Americans with Disabilities Act of Tenant's rights 1990 (42 U.S.C. 12101 et. seq.), as may be amended from time to thereafter object to any physical conditions or attributes of the Existing Building and Propertytime. Notwithstanding the foregoing, Landlord represents and warrants that the heating, ventilation and air conditioning and utility systems serving the Premises shall deliver the existing building systems, including the electrical, HVAC and mechanical systems, be in good working and functioning condition on as of the Commencement Date. Except as provided in the immediately preceding paragraph, Tenant further acknowledges that no person has made any representation or warranty to Tenant as to the condition of the Premises or their compliance with any such laws, ordinances, rules, regulations, orders, or directives, or their suitability for any use or purpose, other than the following:.