Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant.

Acceptance of Premises. Landlord shall make all improvements in accordance with the “Final Plans” prepared and approved by the parties in accordance with Exhibit “B” (the “Landlord’s Work”), based upon architectural plans and specifications and construction drawings to be prepared by Tenant’s architect and approved by Landlord pursuant to Exhibit “B”. Landlord shall (i) obtain all permits and approvals necessary for the completion of [***]: Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Landlord’s Work, and (ii) complete Landlord’s Work in compliance with all applicable laws, ordinances and regulations. Tenant has made and Landlord agree that Landlord’s Work shall be performed by Lauth Construction, LLC, which shall construct Landlord’s Work on a complete inspection “cost plus” basis pursuant to which it shall be entitled to receive a fee to act as general contractor in an amount equal to [***] of the ---------------------- Premises andtotal costs of Landlord’s Work. In addition, Lauth Construction, LLC shall be reimbursed for its costs incurred for general conditions and overhead in connection with the performance of Landlord’s Work in an amount equal to [***] of the costs of Landlord’s Work. Inasmuch as Landlord’s affiliate, Lauth Construction, LLC, will act as general contractor and will be entitled to the fees and reimbursements in the foregoing amounts, Landlord shall not receive a construction management fee for the initial tenant improvements. Tenant acknowledges that it has not relied upon any statements, representations, agreements, or warranties made by Landlord or Landlord’s agents, except such as are expressed in this Lease. Landlord shall, at Landlord’s sole cost and expense, promptly repair, replace and/or restore, if and to the extent applicable, any defects in Landlord’s Work in accordance with the warranty set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms 6 of Exhibit E attached hereto and hereby made a part hereof“B”. Except --------- as expressly provided in this LeaseIn connection therewith, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and Landlord shall provide Tenant with an elevation certificate from Landlord’s Surveyor evidencing that the Building slab has been constructed at a minimum level of eighteen inches (18”) above the 100 year flood plain and if, as a result of Landlord’s failure to construct the Land will be in compliance with all applicable laws in effect Building slab at the Commencement Date (subject to Tenant's performance of such elevation, the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentenceincurs any additional insurance premiums, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the all such additional insurance premiums and related costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of expenses incurred by Tenant.

Acceptance of Premises. Except as otherwise set forth herein, Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the Premises or the Building or the suitability or fitness of the ---------------------- Premises andeither for any purpose, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges conclusively establish that the Premises and the Project comply fully Building were in satisfactory condition and in conformity with Landlord's covenants and obligations under 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 (if any) attached as Exhibit X, and shall be delivered to Landlord within thirty (iii30) waives days after the term (“Term”) of this Lease commences as provided in Article Ill below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent; provided, however, that in no event shall Tenant have any defects in obligation to pay any rent until the date the Premises are ready for occupancy (as hereinafter defined in Section 3.2) and its appurtenances and in all other parts the substantial completion by Landlord of the ProjectTenant Improvements pursuant to the terms and conditions of the Work Letter. Notwithstanding Landlord shall diligently complete all punch list items of which it is notified as provided above. Upon the foregoingsubstantial completion by Landlord of the Tenant Improvements pursuant to the terms and conditions of the Work Letter attached hereto as Exhibit X and made a part hereof, Landlord agrees hereby represents and warrants that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will Premises shall be in good working order, condition and repair, and the Building and the Land will be in compliance repair with all applicable laws Building systems in effect at good working order and condition such that Tenant can use the Commencement Date (subject to Tenant's performance Premises for the use set forth in Item 3 of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantBasic Lease Provisions.

Acceptance of Premises. Within ten (10) days after completion of the Tenant has made Improvements, Tenant shall conduct a complete walk-through inspection of the ---------------------- Premises andwith Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, except as set forth if any, and latent defects in this Section 6.1 the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and Exhibit Esubject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall ----------- --------- accept be deemed to have accepted the Premises in good, clean and the Project in their "AS IS," "WHERE IS," completed condition and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordrepair, subject to all applicable laws, codes and ordinances. Any damage to the terms Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of Exhibit E attached hereto and hereby made a part hereof. Except --------- the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, Landlord it shall have be deemed that there are no obligation Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to furnishcompletion. Upon completion of such punch-list items, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall beapprove such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will such items shall be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of deemed approved by Tenant.

Acceptance of Premises. Landlord represents and warrants to Tenant has made a complete inspection of the ---------------------- Premises andthat, except as set forth in this Section 6.1 and Exhibit Eto Landlord’s actual knowledge, shall ----------- --------- accept (i) all Building Systems within or servicing the Premises are in good working order and repair and (ii) the Project Base Building Improvements have been fully constructed and are in their "AS IS," "WHERE IS," good condition and "WITH ALL FAULTS" repair. Landlord shall ensure that the Premises are in a broom-clean condition on the Commencement Delivery Date. By entering into possession of the Premises or any part thereof for purposes of constructing the Tenant Improvement Work therein, and except for such matters as Tenant shall specify to Landlord in writing within ten (10) days thereafter, Tenant shall be conclusively deemed to have agreed that Landlord has performed all of its obligations hereunder with respect to the Premises as of the Delivery Date without recourse and that the Premises comply with the requirements of this Lease as of the Delivery Date, except for latent defects in the core and shell of the Building or the Building Systems of which Landlord is notified during the Lease Term. With respect to Landlordsuch latent defects, Landlord shall have no responsibility to correct, or liability with respect to, any latent defects in any portion of the Tenant Improvements installed by a contractor of Tenant, but shall be responsible for repair of or liable for latent defects in the core and shell of the Building, in the Common Area and in the Building Systems. Tenant accepts this Lease subject to all applicable zoning laws and regulations, and any easements, covenants or restrictions of record, which Landlord represents, to its actual knowledge, do no prohibit the terms use of Exhibit E attached hereto and hereby made a part hereofthe Premises for general office uses. Except --------- as otherwise expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives neither Landlord nor any defects in the Premises and its appurtenances and in all other parts agent of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws has made any representation or warranty with respect to the common areas Premises, the Building or any other portion of the Building and Park Place Project, including without limitation, any representation or warranty with respect to the Land as well as all structural elements suitability or fitness of the BuildingPremises, provided that such costs are not the result Building or any other portion of the Park Place Project for the conduct of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant’s business.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Tenant acknowledges that neither Landlord shall have no obligation nor any representative of Landlord has made any representation or warranty with respect to furnishthe Premises, equip or improve the Premises Building or the Project. The taking No representation or warranty is made concerning the suitability or fitness of possession the Premises, the Building or the Project 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 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 shall be, except with respect to its permitted use of the Premises as set forth in this Section 6.1 and ----------- Exhibit EItem 3 of the Basic Lease Provisions, conclusive evidence against Tenant that or (iiii) Tenant accepts the --------- Premises and any construction of portions of the Project not yet completed. Except as being suitable for expressly provided in this Lease, Tenant's lease of the Premises shall be on an "as is" basis. Landlord shall, at its intended purpose sole cost and expense, construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the "Landlord's Work"). The Landlord's Work shall be constructed in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be workmanlike manner in compliance with all applicable laws building codes and permits, and in effect at accordance with the Commencement Date (subject to Tenant's performance scheduled completion dates for each component of the Landlord's Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the Landlord's Work. Except as expressly provided in this Lease, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the "Early Occupancy Date" (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the 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, subject only to (1) those defective or incomplete portions of the Landlord's Work which Tenant shall have itemized on a written punch list and delivered to Landlord within forty-five (45) days following Landlord's written notice(s) that the Landlord's Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord's Work designated as "complete" on the attached Schedule A), and (2) Landlord's obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord's Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the "Access Control Allowance") towards the cost to repair and/or replace the access control system in the Premises (the "Access Control Work"); and (b) Three Hundred thousand Dollars ($300,000.00) (the "Floor Surface Allowance") towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building's slab as more particularly provided in that certain proposal from Xxxxxx'x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the "Floor Surfacing Work"). In Tenant shall obtain those warranties from the event of a material breach manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the covenant contained in applicable allowance therefor. Sums from each of the preceding sentence, Landlord allowances shall promptly after be paid within thirty (30) days of Landlord's receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws an invoice(s) with respect to the common areas covered work. Promptly from and after the full execution and delivery of this Lease, Landlord shall deliver possession of the Building and Premises to Tenant (such date of delivery of possession (the Land as well as all structural elements of the Building, provided that such costs are not the result of "Delivery Date") for Tenant's useconstruction of those tenant improvements (the "Tenant Improvements") in the Premises as provided in, occupancyand subject to the terms and conditions of, manner of use or occupancy, or the negligence of TenantWork Letter attached as Exhibit X hereto (the "Work Letter").

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in Item 3 of the Basis Lease Provisions, or (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, and that Tenant’s lease of the Premises shall be on an “as is” basis, except Landlord shall construct and/or install Tenant Improvements work in the Premises (the “Tenant Improvements”) using its own contractor, pursuant to the plan attached as Exhibit A hereto. It is understood and agreed that all or a portion of the Tenant Improvements may be done during Tenant’s occupancy of the Premises. In this Section 6.1 regard, Tenant acknowledges that certain disruptions of it business operations may occur as a result of such Tenant Improvement construction/installation, and Exhibit ETenant agrees that no rental abatement shall result while the Tenant Improvements are completed in the Premises. Tenant further agrees that it shall be solely responsible for relocating its office equipment and furniture in the Premises in order for the foregoing work and/or improvements to be completed in the Premises. As of the Commencement Date, Tenant shall ----------- --------- accept be conclusively deemed to have accepted the Premises and those portions of the Building and Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in which Tenant has any rights under this Lease, Landlord which acceptance shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant mean that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges it is conclusively established that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas 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 Land as well as all structural elements provisions of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantthis Lease.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in this Section 6.1 and Exhibit EItem 3 of the Basic Lease Provisions, shall ----------- --------- accept or (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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease. As of the Early Occupancy Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the 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, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Early Occupancy Date (as defined in Section 3.1) for apparent defects and ninety (90) days after the Early Occupancy Date for latent defects. If no obligation items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to furnishhave accepted the Premises, equip and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or improve claim regardless of the Premises nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth Nothing contained in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts shall affect the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts commencement of the ProjectTerm or the obligation of Tenant to pay rent. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and(i.e., except as set forth in this Section 6.1 the Suite 100 Premises, the Suite 120 Premises, the Suite 130 Premises, the Suite 140 Premises, and Exhibit Ethe Suite 400 Premises), and shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the applicable Commencement Date without recourse to Landlord; provided, subject to however, that Landlord delivers the terms of Exhibit E attached hereto Suite 100 Premises, the Suite 120 Premises, the Suite 130 Premises, and hereby made a part the Suite 140 Premises on the applicable Commencement Date in substantially the same condition as they exist on the date hereof, normal wear and tear and casualty excepted. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the ProjectProject or provide an allowance, abatement or concession with respect to the Premises, except that Landlord shall provide the Refurbishment Allowance (as that term is defined in EXHIBIT E-1 hereto) and the Tenant Improvement Allowance (as that term is defined in EXHIBIT E-2 hereto) for the Premises, which shall be disbursed in accordance with EXHIBIT E-1 and EXHIBIT E-2 attached hereto. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, be conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant.

Acceptance of Premises. Tenant acknowledges that Xxxxxx has made a complete fully inspected the Premises and accepts the Premises as suitable for the purposes for which the same are leased in their present condition, “AS IS, WHERE IS, WITH ALL FAULTS AND PATENT AND LATENT DEFECTS”. Without limiting anything in the foregoing, LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS, AND THERE ARE NO, REPRESENTATIONS, PROMISES, COVENANTS, AGREEMENTS, GUARANTIES OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF OR AS TO THE CONDITION, QUALITY, QUANTITY, SUITABILITY, MERCHANTABILITY, HABITABILITY OR FITNESS OF THE PREMISES FOR ANY PARTICULAR PURPOSE WHATSOEVER GIVEN IN CONNECTION WITH THIS LEASE, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION REGARDING SOIL CONDITIONS, AVAILABILITY OF UTILITIES, DRAINAGE, ZONING LAWS, ENVIRONMENTAL LAWS OR ANY OTHER LAWS. Xxxxxx also acknowledges and agrees that tenant's inspection and investigation of the ---------------------- Premises andpremises have been adequate to enable tenant to make tenant's own determination with respect to the suitability or fitness of the premises, except as including, without limitation, with respect to soil conditions, availability of utilities, drainage, zoning laws, environmental laws, and any other laws. Tenant acknowledges that the disclaimers, agreements and other statements set forth in this Section 6.1 paragraph 6 are an integral portion of this lease and Exhibit Ethat landlord would not agree to lease the premises to tenant as set forth herein without the disclaimers, shall ----------- --------- accept the Premises agreements and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as other statements set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against paragraph 6. Tenant further acknowledges that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and tenant is not in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws disparate bargaining position with respect to the common areas of the Building landlord. Xxxxxx acknowledges and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantagrees FURTHER THAT THIS LEASE IS SUBJECT TO ANY AND ALL CURRENTLY EXISTING TITLE EXCEPTIONS OR OTHER MATTERS OF RECORD OR VISIBLE OR APPARENT FROM AN INSPECTION AFFECTING THE PREMISES.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except Except as set forth in this Section 6.1 the Building 1 and Exhibit E2 Work Letter, the Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building 5 Work Letter, as applicable: (i) Tenant shall ----------- --------- accept Building 1 and Building 2 in their condition as of delivery of Building 1 and Building 2; (ii) Tenant shall accept the Initial Building 4 Premises and the Project Remaining Building 4 Premises in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on as of the Building 4 Commencement Date without recourse to Landlord, subject to Date; (iii) Tenant shall accept Building 5 in its condition as of the terms delivery of Exhibit E attached hereto and hereby made a part hereof. Except --------- Building 5; (iv) except as expressly otherwise provided for in this Lease, the Building 1 and 2 Work Letter, Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building 5 Work Letter, Landlord shall have no obligation for any defects in the Premises; and (v) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises. Tenant shall in addition be entitled to furnishreceive the benefit of all of Landlord’s construction warranties and manufacturer's equipment warranties, equip if any, relating to the Premises. Any access to or improve occupancy of any portion of the Premises by Tenant before the commencement of the Base Term for such portion of the Premises shall be subject to all of the terms and conditions of this Lease (other than the payment of Base Rent and, except as otherwise provided for herein, Operating Expenses). Tenant has elected, concurrently with the mutual execution and delivery of this Lease by the parties, to purchase for $1.00 the furniture, fixtures and equipment described on Exhibit M located within Building 1 and Building 2 (“Landlord’s Property”), which Tenant has accepted in its “as is” lien free condition. 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 Landlord’s Property, the Premises or the Project. The taking , and/or the suitability of possession of Landlord’s Property, the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and or the Project as being for the conduct of Tenant’s business, and Tenant waives any implied warranty that Landlord’s Property, the Premises or the Project are suitable for its intended purpose the Permitted Use. This Lease constitutes the complete agreement of Landlord and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building subject matter hereof and the Land as well as supersedes any and all structural elements of the Buildingprior representations, provided that such costs inducements, promises, agreements, understandings and negotiations which are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantcontained herein.

Acceptance of Premises. Not less than five (5) days prior to the date Landlord estimates the Tenant Finish Work will be substantially complete Landlord will notify Tenant of the estimated date that the Tenant Finish Work will be substantially completed. The term SUBSTANTIALLY COMPLETED or SUBSTANTIALLY COMPLETE as used herein, means that, in the reasonable opinion of Landlord's architect, the Tenant Finish Work has made a complete been completed in substantial accordance with the Finish Plans and that the Premises is in good and satisfactory condition, subject only to completion of minor punch list items. Upon receipt of Landlord's notification, Tenant shall verbally notify Landlord of the date Tenant intends to make its walk-through inspection of the ---------------------- Premises, such date to be on the date specified in Landlord's notice for the Tenant Finish Work to be substantially complete or within three (3) days prior to that date. Landlord and Landlord's architect shall accompany Tenant on the walk-through inspection so as to mutually determine the punch list of items to be completed or repaired by Landlord within a reasonable time after the date of the walk-through inspection (the PUNCH LIST). At the conclusion of the walk-through inspection, Tenant will be deemed to have acknowledged that, subject only to Landlord's completion of the Punch List, (i) it has inspected and accepts the Premises andand the Project, except as set forth in this Section 6.1 and Exhibit E(ii) the Premises is suitable for the purpose for which it is leased, shall ----------- --------- accept (iii) the Premises and the Project are in their "AS IS," "WHERE IS," good and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordsatisfactory condition, subject and (iv) no representations as to the terms repair of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Leasethe Premises or the Project, Landlord shall have no obligation nor promises to furnishalter, equip remodel or improve the Premises or the ProjectProject which have been made by Landlord remain unsatisfied. The taking At the conclusion of the walk-through inspection Tenant further agrees to execute an Acceptance of Premises Memorandum in the form attached hereto and made a part hereof as EXHIBIT "E", whereupon possession of the Premises by will be delivered to Tenant shall beand Tenant will be deemed to have accepted the Premises, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts may thereafter occupy the --------- Premises. Tenant's failure to conduct a walk-through inspection or execute the Acceptance of Premises and Memorandum will not delay the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts occurrence of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Rent Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant."

Acceptance of Premises. It is expressly understood by the parties ----------------------- that "Ready for Occupancy" does not include the installation and completion of a telephone system in the Premises, which shall be solely Tenant's responsibility. Promptly following the delivery of said Landlord's certificate to Tenant has made by Landlord, Tenant shall countersign and return to Landlord an "Acceptance and Statement of Premises, Area and Term" which will be sent by Landlord to Tenant, and which will be in the form of a complete inspection letter attached hereto as Exhibit "C", Tenant's signature of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, said letter shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on be Tenant's agreement of the Commencement Date without recourse to Landlord, subject to the terms and termination date of Exhibit E attached hereto this Lease and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession Tenant's acceptance of the Premises in its "as is" condition ("punch list items" excepted), Tenant thereby agreeing that Landlord has fulfilled its obligations pursuant to Exhibit "C" of this Lease. The failure by Tenant to sign and return the "Acceptance and Statement of Premises, Area and Term (the "Statement")" to Landlord within ten (10) days of Tenant's receipt of same shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that be deemed to constitute (i) Tenant accepts Tenant's acceptance of the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, Premises; (ii) acknowledges that Tenant's acknowledgment of the Premises and Commencement Date as specified in the Project comply fully with Landlord's covenants and obligations under this Lease and Statement; (iii) waives any defects Tenant's acknowledgment of the termination date as specified in the Premises and its appurtenances and in all other parts Statement; (iv) Tenant's acknowledgment of the Project. Notwithstanding Rentable Area of the foregoing, Landlord agrees that upon Premises as specified in the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date Statement; (subject to v) Tenant's performance acknowledgment of the Tenant Work). In the event of a material breach of the covenant contained Basic Annual Rent and monthly installments thereof as specified in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature Statement; and extent of such material breach, rectify same at Landlord's cost and expense, as (vi) Tenant's sole remedy therefor. After Proportionate Share as specified in the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantStatement.

Acceptance of Premises. Tenant has made LESSOR shall proceed in good faith and in a prompt and workmanlike manner in delivering the Premises in the form as described herein and making the Premises available to LESSEE for the construction of its build-out improvements ("Leasehold Improvements"). In order to complete inspection its build-out prior to or simultaneous with LESSOR obtaining its Certificate of Occupancy for the Building, LESSEE intends, but shall not be obligated, to use the same contractor as will be hired by LESSOR for the construction of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept Building. Upon delivery of the Premises and to LESSEE, the Project Premises shall consist of those items as further described in their Exhibit "AS IS,C" "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereofincorporated herein by reference. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve Once the Premises or the Project. The taking of possession of have been made available to LESSEE, LESSEE shall then have full and complete access to the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts at all reasonable times for the --------- Premises and the Project as being suitable for construction of its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Projectbuild-out. Notwithstanding the foregoing, Landlord agrees that upon LESSEE may not commence construction of its build-out until such time as it has provided LESSOR with a final, complete set of construction plans showing all improvements within the Commencement Date, the Building, its common areasPremises, and all central mechanicalsuch plans have been approved by LESSOR in writing. Upon receipt of such construction plans, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance LESSOR shall promptly provide LESSEE with all applicable laws in effect at the Commencement Date (subject to Tenant's performance its approval or disapproval of the Tenant Workplans so as not to cause any unnecessary delay in the constriction of LESSEE'S build-out. LESSEE shall receive a build-out allowance of $20.00 per square feet ($150,000.00). In LESSEE shall receive no other build-out or other allowance, reduction in rent or other credit whatsoever for the event construction of a material breach its build-out. It is contemplated by LESSOR and LESSEE that in LESSEE'S operation of the covenant contained Premises as a banking facility, LESSEE may require "custom" construction items or other items not customarily included in the preceding sentence, Landlord a commercial lease space. LESSOR and LESSEE shall promptly after receipt of written notice from Tenant setting forth agree upon the nature and extent of such material breachitems prior to their construction, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect thereof shall either be funded separately by LESSEE, or shall be deducted from the above-referenced build-out allowance. LESSEE shall defend, indemnify and hold LESSOR harmless from and against any and all expenses, liens, claims or damages to the common areas either property or person which may or might arise by reason of the Building and the Land as well as all structural elements construction of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantLeasehold Improvements.

Acceptance of Premises. Within ten (10) days after completion of ---------------------- the Tenant has made Improvements with respect to the First Half Space or with respect to the Second Half Space, as the case may be, Tenant shall conduct a complete walk-through inspection of the ---------------------- Premises andwith Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, except as set forth in this Section 6.1 if any, and Exhibit Esubject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall ----------- --------- accept be deemed to have accepted the Premises in good, clean and the Project in their "AS IS," "WHERE IS," completed condition and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordrepair, subject to all applicable laws, codes and ordinances. Any damage to the terms Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense, which repair or corrective work shall not be paid for out of Exhibit E attached hereto and hereby the Tenant Improvements Allowance. Tenant acknowledges that neither Landlord nor Landlord's Agents have made a part hereof. Except --------- any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within such 10-day period, Landlord it shall have be deemed that there are no obligation to furnishImprovement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection or as soon as practicable thereafter. Upon completion of such punch-list items, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall beapprove such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will such items shall be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of deemed approved by Tenant.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matter, except and Tenant shall be solely responsible as set forth in this Section 6.1 and Exhibit Eto such matters. Further, shall ----------- --------- accept neither Landlord nor any representative of Landlord has made any representations or warranties regarding any construction 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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease and/or the Work Letter, attached hereto as Exhibit X (the "Work Letter"), and the Project, attached hereto as Exhibit Y. 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 rights under this Lease, Landlord which acceptance shall have no obligation to furnish, equip or improve mean that it is conclusively established that the 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, subject only to those defective or incomplete portions of the Tenant Requested Improvements constructed by Landlord which Tenant and the Landlord mutually agreed (as defined by the Work Letter and the Project). If no additional items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth Nothing contained in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts shall affect the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts commencement of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, Term or the negligence obligation of TenantTenant to pay rent.

Acceptance of Premises. Tenant The parties acknowledge that Xxxxxxx is currently in possession of the Subleased Premises, that Xxxxxxx has made a complete inspection certain improvements thereon including the construction of the ---------------------- Amphitheater and related facilities, and that in the course of such possession and activities Xxxxxxx has become fully familiar with the condition of the Subleased Premises. Xxxxxxx has made such investigation of title to the Subleased Premises andas it deems appropriate and has entered into this Agreement without representation or warranty as to title as of the date hereof or any subsequent date. Xxxxxxx acknowledges that Company has retained in the Master Lease the right to convey easements and other interests in the Subleased Premises for the term of the Master Lease and enters into this Agreement subject to all such easements and interests which Company may reasonably grant during the remaining term of the Master Lease, and all such other conditions as may be contained in the Master Lease. Xxxxxxx shall take its leasehold interest in the Subleased Premises subject to matters then of record or apparent. Xxxxxxx acknowledges and agrees that except as set forth expressly provided in this Section 6.1 and Exhibit EAgreement or the New Ground Lease, shall ----------- --------- accept (i) Xxxxxxx has satisfied itself as to the condition of the Subleased Premises and its suitability for the Project in their purposes intended by Xxxxxxx (including, but not limited to, soil and geological conditions, drainage, acreage, topography, climate, air, mineral or water rights, access, grading or other site work, utilities, title condition, private or governmental use restrictions, present or future zoning, subdivision, coastal or environmental regulations, or the necessity or availability of any governmental approvals for the sale, use or development of the Subleased Premises or any litigation or other formal controversy concerning any or all of the above); (ii) that Xxxxxxx will lease the Subleased Premises "AS IS," "WHERE IS," in its then present state and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease ; and (iii) waives that Xxxxxxx will rely solely upon its own inspection and investigations and not upon any defects in the Premises and representation, warranty, statement, study, report, description, guideline or other information or material made or furnished by Company or its appurtenances and in all other parts representatives, whether written or oral, express or implied, of any nature whatsoever regarding any of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantforegoing matters.

Acceptance of Premises. Tenant has made a complete inspection of Except for Sublessor performing the ---------------------- Premises and, except Sublessor Work (as more particularly set forth in this Section 6.1 and Exhibit E18(V) below), shall ----------- --------- accept Sublessee accepts the Premises and the Project in their "AS its present, “AS-IS," ", WHERE IS," ” condition and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordwith all faults; provided, however, subject to the terms and conditions of the Work Letter attached hereto as Exhibit C, Sublessor agrees to provide Sublessee with a Sublessee Improvement Allowance of up to $190.00 per square foot of rentable area in the Premises (the “Sublessee Improvement Allowance”) for the purpose of constructing improvements to the Premises pursuant to the terms of Exhibit E C attached hereto and hereby made a part hereofhereto. Except --------- as expressly provided in this LeaseBy occupying the Premises, Landlord shall have no obligation Sublessee: (a) acknowledges that Sublessee has had full opportunity to furnish, equip or improve examine the Premises and is fully informed, independently of Sublessor or any employee, agent, representative, shareholder, officer or director of Sublessor, as to the Project. The taking of possession character, construction and structure of the Premises by Tenant shall bePremises; (b) acknowledges that neither Sublessor nor any of Sublessor’s employees, except agents, representatives, shareholders, officers or directors, has made any representations, warranties or promises with respect to the Premises, including without limitation any representation or warranty as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that to fitness thereof for any purpose; (ic) Tenant accepts the --------- Premises in an “AS-IS, WHERE IS” condition and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations all requirements imposed upon Sublessor under this Lease Sublease; and (iiid) waives any defects acknowledges and agrees that the Premises are subject to the limitations, encumbrances, and other matters described in the Premises and its appurtenances and in all other parts of the ProjectPrimary Lease. Notwithstanding the foregoing, Sublessee acknowledges that Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the is currently performing certain Base Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date Work (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained as defined in the preceding sentencePrimary Lease) and that Sublessor has no liability or obligation to perform any such Base Building Work; provided, Landlord shall promptly after receipt of however, upon written notice from Tenant setting forth Sublessee, Sublessor shall diligently enforce any and all rights Sublessor may have under the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws Primary Lease with respect to the common areas Base Building Work in the Premises. In no event shall Sublessor have any liability to Sublessee in the event there are any delays on the part of Landlord to complete the Base Building Work, except to the extent such delays are due to a default by Sublessor under the Primary Lease. In no event shall Sublessee interfere with or otherwise cause any delays in the completion of the Base Building Work by Landlord. Sublessee acknowledges that Sublessor is performing certain Sublessor Work, as more particularly set forth in Exhibit “F” and Sublessee shall not interfere with such Sublessor Work. Notwithstanding the foregoing to the contrary, in the event Sublessee becomes aware of any latent defect (as such term is defined in Section 10.3 of Exhibit B of the Primary Lease) with respect to the Premises, Sublessee shall notify Sublessor of such within the applicable time periods set forth in Section 10.3 of Exhibit B of the Primary Lease in order to enable Sublessor to timely notify Landlord of the same and Sublessor shall diligently enforce the provisions of such Section 10.3 for the benefit of Sublessee and the Land as well as all structural elements Premises. Notwithstanding the foregoing to the contrary, Sublessee shall not be required to investigate or otherwise inspect the physical condition of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantPremises.

Acceptance of Premises. Tenant acknowledges that Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept inspected the Premises and is relying solely on this inspection and not on any statement made by Landlord or any agent of Landlord regarding the Project in their physical condition of the Premises or the Building. Tenant accepts the Premises "AS ISas is," "WHERE IS," in its present condition. Tenant shall be deemed to have accepted the Premises in good, clean and "WITH ALL FAULTS" completed condition on the Commencement Date without recourse to Landlordand repair, subject to all applicable laws, codes and ordinances. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the terms suitability or fitness of Exhibit E attached hereto and hereby made a part hereof. Except --------- the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any improvements to the Premises except as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon shall promptly arrange for the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance reconnection of the existing telecommunication circuits used by Tenant Workcurrently located at 000 Xxxxxxxx to the minimum point of entry ("MPOE") in the premises adjacent to the Premises and commonly known as 000 Xxxxxxxx (the "585 Broadway Premises") and pay for the associated vendor costs of such reconnection. Landlord shall pay the cost to install 100 pair of copper lines from the MPOE located in the electrical closet within the 000 Xxxxxxxx Premises to the network room within the Premises (as depicted on Exhibit A). In the event of a material breach of the covenant contained in the preceding sentence--------- Until such reconnection is accomplished, Landlord shall promptly after receipt use reasonable efforts to maintain the availability of written notice from the existing telecommunications circuits and lines. Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will shall in all cases be responsible for the costs of compliance with applicable laws with respect all telephone and other data services provided to the common areas Premises by way of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant.lines pursuant to Paragraph 16. ------------

Acceptance of Premises. By taking occupancy, Tenant shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and takes possession of the Premises, subject to (i) all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and (ii) the rules and regulations as may be from time to time promulgated by Landlord governing the use of the Premises, subject to the consent of Tenant, which consent shall not be unreasonably withheld, and further, to have accepted as functional all improvements. Tenant acknowledges that it has conducted or had the opportunity to conduct all investigations, tests and studies concerning the Premises and the Parking Area that Tenant deems appropriate and material to its decision to Lease the Premises. In regard to Hazardous Materials, Landlord shall be responsible for, and bear any clean-up costs related to, problems affecting the Premises that are attributable to occurrences taking place before the Commencement Date of the term of the Lease, and Tenant shall be responsible for, and bear any costs or damages related to, any problems affecting the Premises that Tenant causes during the term of the Lease. Tenant acknowledges that (i) neither Landlord nor Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, the condition of the Premises (except as otherwise provided in Section 2.2), or the use or occupancy which may be made thereof and (ii) Tenant has made a complete inspection of independently investigated and is satisfied that the ---------------------- Premises and, except are suitable for Tenant's intended use as set forth in Section 1.9 above. It has been orally represented to Tenant that certain manufacturing areas may have a "moisture" problem with the floor, and Tenant enters this Section 6.1 Lease with a full and Exhibit Ecomplete knowledge of this condition, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse assumes full responsibility for any damage to Landlordits business or operations related to this condition, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Leaseprovided, Landlord shall have no obligation to furnishhowever, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts Landlord shall repair any damage that this condition has caused or may cause to the --------- Premises Premises, and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that Tenant shall not bear any responsibility or costs associated with repairing any damage to the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iiiflooring) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at occurring after the Commencement Date (subject related to Tenant's performance of the "moisture" problem unless Tenant Work). In the event of a material breach of the covenant contained desires to repair same in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantdiscretion.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept hereby accepts the Premises and the Project in their "its “AS IS," "WHERE IS," ” condition during the Fifth Extension Term and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto acknowledges and hereby made a part hereof. Except --------- as expressly provided in this Lease, agrees Landlord shall have no obligation to furnish, equip or improve construct any tenant improvements to the Premises or the Project. The taking of possession of the Premises by Tenant make any alterations or additions thereto, and Landlord shall behave no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant, except as set forth herein. Landlord shall provide to Tenant as a tenant improvements allowance up to Four Dollars (S4.00) per rentable square foot of the Premises (i.e., up to $57,848.00) (the “Allowance”), which shall be applied by Landlord to its construction management fee and to the following work in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that to the Premises (ithe “Work”): (a) Tenant accepts to steam clean the --------- Premises and carpet in the Project as being suitable for its intended purpose and in a good and satisfactory conditionPremises, (iib) acknowledges that to repaint the Premises Premises. using materials and the Project comply fully with colors approved by Landlord's covenants and obligations under this Lease , and (iiic) waives such other work as may be approved by Landlord (subject to Landlord’s possible requirement of a work letter and construction drawings depending upon the nature and scope of such work), Landlord will coordinate the Work and will receive a construction management fee of five percent (5%) of the cost of the Work, which fee will be paid from the Allowance. Tenant will be solely responsible for moving, Tenant’s furniture, trade fixtures and equipment (“FF&E”) as reasonably necessary to accommodate the Work, the costs for which may be paid from the Allowance, if available. If the contractor performing the Work is responsible for moving the FF&E, the costs thereof will be paid by Landlord from the Allowance directly to the contractor. If Tenant does not engage the contractor to move its FF&E, any defects costs associated therewith may be paid from the Allowance, if available, within thirty (30) days of Landlord’s receipt of paid invoices or receipts. Tenant will reasonably cooperate with Landlord to accommodate performance of the Work, and Landlord will reasonably cooperate with Tenant to minimize the disruption to Tenant’s operations caused by the performance of the Work. However, Tenant will not be entitled to any abatement or reduction of Rent by reason of any interruption to Tenant’s operations caused by the performance of the Work. Tenant agrees that Landlord will not be liable in any way for any injury, loss, or damage which may occur to any of Tenant’s property placed or installations made in the Premises and its appurtenances and in all other parts of during the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Work, the same being at Tenant’s sole risk. Tenant Work). In the event of a material breach shall be responsible for all costs of the covenant contained Work in excess of the preceding sentenceAllowance, if any. Any unused portion of the Allowance may be applied toward the cost of FF&E for the Premises so long. as Landlord shall promptly after is provided with invoices detailing such costs and appropriate detail of backup satisfactory to Landlord. Landlord agrees, upon receipt of such written notice from Tenant setting forth the nature and extent evidence (including paid invoices) of such material breachcosts, rectify same at Landlord's to reimburse Tenant for the FF&E cost and expenseup to the remaining amount of the Allowance. Any unused portion of the Allowance must be utilized by or on behalf of Tenant for the purposes set forth herein on or before March 31, as Tenant's sole remedy therefor2013. After the Commencement Date, If not. Landlord will be responsible for entitled to retain any remaining balance of the costs of compliance with applicable laws Allowance and Tenant will forfeit all rights with respect to the common areas thereto. In no event shall any portion of the Building and Allowance be used toward the Land payment of or as well as all structural elements of a credit or set-off against any Rent hereunder or under the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantLease.

Acceptance of Premises. Except as provided in Sections 2.3 and 2.4 below, Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the Premises, the Building or the Project or the suitability or fitness of the ---------------------- Premises andeither for any purpose, except as set forth in this Section 6.1 and Exhibit E, Lease. Landlord shall ----------- --------- accept deliver the Premises to Tenant in phases as follows: (i) the portion of the Premises comprised of office space and highlighted in yellow on Schedule 1 to Exhibit X (the Project “Office Space”) shall be delivered one day following the mutual execution and delivery of this Lease; (ii) the portion of the Premises comprised of lab space and highlighted in their "AS IS," "WHERE IS," blue on Schedule 1 to Exhibit X (the “Phase 1 Space”) shall be delivered when the Phase 1 Space is ready for occupancy (as hereinafter defined); and "WITH ALL FAULTS" condition (iii) the portion of the Premises comprised of lab space and highlighted in red on Schedule 1 to Exhibit X (the Commencement Date without recourse “Phase 2 Space”) shall be delivered when the Phase 2 Space is ready for occupancy. The actual date the Office Space is delivered to Landlord, subject Tenant ready for occupancy shall be referred to herein as the “Office Space Delivery Date.” The actual date the Phase 1 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 1 Space Delivery Date.” The actual date the Phase 2 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 2 Space Delivery Date.” In no event shall Tenant have any obligation hereunder with respect to the terms of Exhibit E attached hereto and hereby made a part hereofPhase 1 Space prior to the Phase 1 Space Delivery Date or the Phase 2 Space prior to the Phase 2 Space Delivery Date. Except --------- as expressly provided in this LeaseSections 2.3 and 2.4 below, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession or use of any portion of the Premises by Tenant for the purpose of conducting its regular business activities in the Premises shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant conclusively establish that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that such portion of the Premises and the Project comply fully Building were in satisfactory condition and in conformity with Landlord's covenants and obligations under the provisions of this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The punch list shall be limited to any items required to be accomplished by Landlord under the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areasWork Letter attached as Exhibit X, and all central mechanical, electrical and plumbing systems will shall be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at delivered to Landlord within 30 days after the Commencement Date (subject to Tenant's performance as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant Work)to pay rent. In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises andMust-Take Space, except Machine Shop Space and First Offer Space. Except as expressly set forth in this Lease (including Section 6.1 8.4 below), Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Building, the Initial Premises, the Must-Take Spaces, the Machine Shop Space, if leased by Tenant pursuant to Section 1.5 below, or any First Offer Space leased by Tenant pursuant to Section 1.6 below, and Exhibit E, Tenant shall ----------- --------- accept the Premises Building, the Initial Premises, the Must-Take Space, the Machine Shop Space and the Project any such First Offer Space so leased by Tenant in their "AS IS," "WHERE IS," and "WITH ALL FAULTSAs Is" condition on the applicable Lease Commencement Date without recourse Date, Must-Take Delivery Date, the Machine Shop Delivery Date, and the date of Landlord's delivery to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession Tenant of the Premises applicable First Offer Space so leased by Tenant shall Tenant, as the case may be; provided, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that however: (i) in the event that as of the date of execution of this Lease with respect to the Initial Premises, or as of the Must-Take Delivery Date with respect to the Must-Take Space, or as of the Machine Shop Delivery Date with respect to the Machine Shop Space, or as of date of Landlord's delivery to Tenant accepts of such applicable First Offer Space, as the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory conditioncase may be, (iiA) acknowledges that the Premises Systems and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts Equipment of the Project. Notwithstanding Building located outside of the foregoing, Landlord agrees that upon the Commencement DateInitial Premises, the BuildingMust-Take Space, its common areasMachine Shop Space, and all central mechanicalor such applicable First Offer Space, electrical and plumbing systems will be in good working orderas the case may be, condition and repair, and or (B) the structural components of the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building (including the lobby and restrooms on the Land as well as all structural elements ground floor of the Building) or Real Property located outside of the Initial Premises, provided that the Must-Take Space, the Machine Shop Space or such costs are applicable First Offer Space, as the case may be, each in their condition existing as of such applicable date, do not comply with applicable Laws (including Environmental Laws, as defined in Section 5.2 below) in effect as of such date, as such noncompliance shall be determined on an unoccupied basis without regard to any improvements to be constructed in the result Initial Premises, the Must-Take Space, the Machine Shop Space, or such applicable First Offer Space, as the case may be, or to Tenant's use of the Initial Premises, the Must-Take Space, the Machine Shop Space or such applicable First Offer Space, as the case may be, then Landlord shall be responsible, at its sole cost, which cost shall not be included in Direct Expenses, for correcting any such noncompliance; and (ii) prior to the Lease Commencement Date, Landlord shall, at its cost, perform certain work pertaining to the existing HVAC equipment serving the Building, as set forth on EXHIBIT H attached hereto (collectively, the "LANDLORD'S HVAC WORK"). Landlord shall perform Landlord's HVAC Work pursuant to a schedule mutually approved by Landlord and Tenant. Tenant hereby acknowledges that, notwithstanding Tenant's occupancy of the Premises during the performance of the Landlord's HVAC Work, in connection therewith: (A) Landlord shall be permitted to perform the Landlord's HVAC Work during normal business hours, without any obligation to pay overtime or other premiums; (B) Tenant hereby accepts any and all inconveniences associated with the performance of the Landlord's HVAC Work which may occur during Tenant's occupancy including, without limitation, dust, noise, etc; (C) the performance of the Landlord's HVAC Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Base Rent payable pursuant to this Lease; (D) Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the construction of the Landlord's HVAC Work; and (E) Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's use, occupancy, manner personal property or improvements resulting from the construction of use or occupancythe Landlord's HVAC Work, or for any inconvenience or annoyance occasioned thereby, except for any injury to persons or damage to property (but not loss of business or other consequential damages) to the extent caused by Landlord's negligence or willful misconduct and not insured or required to be insured by Tenant under this Lease; provided, Landlord shall use commercially reasonable efforts to minimize interference with Tenant's use of Tenantand access to the Premises as a result of Landlord's HVAC Work.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection of any representation or warranty with respect to the ---------------------- Premises andPremises, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and Building or the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- (except as expressly provided in this Lease). Not by way of limitation of the foregoing, Landlord shall have no obligation representation or warranty has been made with respect to furnishthe suitability or fitness for any purposes of the Premises, equip or improve the Premises Building or the Project. The taking , nor regarding the compliance of possession Tenant’s use of the Premises with the applicable zoning or 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 shall be, except with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (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 Section 6.1 and ----------- Exhibit ELease. As of the Commencement Date, conclusive evidence against Tenant that (i) Tenant accepts shall be conclusively deemed to have accepted the --------- Premises and those portions of the Building and Project as being suitable for its intended purpose and in a good and satisfactory conditionwhich Tenant has any rights under this Lease, (ii) acknowledges which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project comply fully with Landlord's covenants and obligations in which Tenant has any rights under this Lease and (iii) waives any defects were in the Premises and its appurtenances satisfactory condition and in all other parts conformity with the provisions of this Lease, subject only to (A) those defective or incomplete portions of the Project. Notwithstanding Tenant Improvements constructed by Landlord pursuant to the foregoingWork Letter, if any, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at within thirty (30) days after the Commencement Date (subject to Tenant's performance as defined in Section 3.1), and (B) Landlord’s obligations expressly contained in Section 2.4 of this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant Work)to pay rent. In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. Tenant accepts the Premises, the Common Areas and Project in their “as-is, where-is” condition, provided Landlord shall upgrade the lighting in the restrooms using Building standard materials. Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Building or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has made a complete relied solely on its own investigation and inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," its decision to enter into this Lease and "WITH ALL FAULTS" let the Premises in the above-described condition on except as to latent defects and subject to problems or conditions of which Tenant gives Landlord notice within thirty (30) days after the Commencement Date. Within thirty (30) days following the Commencement Date, Tenant shall complete, execute and return to Landlord a Statement of Commencement Date without recourse to Landlord, subject to in the terms form of Exhibit E attached hereto and hereby made a part hereof“B” hereto. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession Acceptance of the Premises by Tenant shall bein no way relieves Landlord its responsibilities to maintain and repair Systems, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises Equipment and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expenseCommon Area, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs specified in Section 5.2 of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantthis Lease.

Acceptance of Premises. Section 3 of the Lease is deleted and restated ---------------------- as follows: "Landlord represents to Tenant that the Property is zoned BC (Business Campus District). Tenant has made a complete inspection been given the opportunity to examine Township's Zoning Code, and has satisfied itself that such Code will permit the use of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept Property for the conducting of Tenant's business thereon. Tenant's acceptance of occupancy of the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordshall, subject to such obligations as are assumed by Landlord hereunder, and subject to Landlord's warranty obligations as hereinafter described, constitute Tenant's acceptance of the terms of Exhibit E attached hereto work which Landlord is required to perform pursuant to subsection 30(c), and hereby made a part hereof. Except --------- as expressly provided any schedule or exhibit in this Leaselease, Landlord excepting only items listed on the Punch List (as hereinafter defined). Tenant and its agents shall have no obligation the right, at Tenant's own risk, expense, and responsibility, at all reasonable times prior to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, upon reasonable prior notice to Landlord, to enter the BuildingPremises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord and Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord. At or immediately prior to the time Tenant takes occupancy of the Premises, its common areasa representative of Landlord and a representative of Tenant will perform a walk-through inspection of the Premises and will prepare a punch list, and all central mechanicalif one is required, electrical and plumbing systems of any items remaining to be completed, furnished, repaired, or replaced ("Punch List"). Such Punch List will be in good working order, condition signed by a representative of Landlord and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result representative of Tenant's use, occupancy, manner of use . Landlord agrees to cause all items listed on the Punch List to be performed within thirty (30) days or occupancy, or the negligence of Tenantsuch longer period as shall be reasonably required in order to complete such items with reasonable diligence."

Acceptance of Premises. Tenant has made a complete inspection accepts the Premises in their “AS-IS” condition on the date that this Lease is entered into; provided, however, Landlord represents that as of such date, the ---------------------- Building shall be watertight, free of Hazardous Materials and the Building's Systems shall be in good working order. Other than as provided for herein in this Exhibit D, Landlord shall have no obligation to perform any work in the Premises (including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein), and, except as set forth in this Section 6.1 and Exhibit ED, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse not be obligated to Landlord, subject reimburse Tenant or provide an allowance for any costs related to the terms demolition or construction of Exhibit E attached hereto improvements therein. Landlord shall engage RAND Construction as Tenant’s general contractor for the Work (as hereinafter defined). Tenant hereby acknowledges that the Work shall be performed while Tenant is in occupancy of the Premises, and hereby made Landlord’s actions in connection with such Work shall in no way constitute a part hereofconstructive eviction of Tenant or entitle Tenant to any abatement of rent. Except --------- as expressly provided in this Lease, Landlord shall have no obligation responsibility or for any reason be liable to furnish, equip Tenant for any direct or improve indirect injury to or interference with Xxxxxx’s business arising from the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Work, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by such construction or Landlord’s actions in connection with such construction. Tenant acknowledges that Landlord and Xxxxxx may have to relocate items of Tenant’s furniture, equipment, and personal property in order for Landlord to complete the Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from and that Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for packing and unpacking any such items, which may cause temporary inconvenience in the costs of compliance with applicable laws with respect to the common areas use of the Building Premises during the performance of such Work, and the Land as well as all structural elements of the Building, provided that Xxxxxx agrees to coordinate with Xxxxxxxx’s property manager and to cooperate fully with such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantactivities.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept And Covenants To Surrender: Lessee accepts the Premises and the Project in their an "AS IS," "WHERE IS," condition and "WITH ALL FAULTSAS IS" condition on state of repair, subject to Lessor's (a) representation that the Premises are in good order and repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Commencement Date; and (b)warranty against defects in materials or workmanship which shall continue as to all claims arising within one year after the Commencement Date without recourse to Landlordfor each of Phase I and Phase II. Lessee shall have the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, subject to or on the terms sooner termination of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve surrender the Premises or the Projectto Lessor in Good Condition and Repair. The taking of possession of "Good Condition and Repair" shall generally mean that the Premises by Tenant shall beare in the condition that one would expect the Premises to be in, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that if throughout the Lease Term Lessee (i) Tenant accepts uses and maintains the --------- Premises and the Project as being suitable for its intended purpose in a commercially reasonable manner and in an accordance with the requirements of this Lease and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and improvements that a good commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and satisfactory parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in a new condition. All of the following shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, (ii) acknowledges that the Premises all suspended ceilings and the Project comply fully with Landlord's covenants any carpeting shall be clean and obligations under this Lease and in good condition, (iii) waives any defects in all glazing, windows, doors and door closures, plate glass, and (iv) all electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the Premises and its appurtenances and in all other parts end of the Project. Notwithstanding Lease Term or sooner termination of this Lease, shall remove all its personal property and trade fixtures from the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areasPremises, and all central mechanical, electrical and plumbing systems will such property not so removed shall be in good working order, condition and repair, and deemed to be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Building and the Land will be in compliance with all applicable laws in effect Premises are not surrendered at the Commencement Date (subject to Tenant's performance end of the Tenant Work)Lease Term or earlier termination of this Lease, Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any claims made by any succeeding Lessee founded on such delay. In the event of Lessor will provide Lessee notice in writing if Lessor has a material breach of the covenant contained new lease for The Premises or portion thereof that will result in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use damages or occupancy, or the negligence of Tenantclaims against Lessor.

Acceptance of Premises. Tenant hereby acknowledges that except as expressly set forth in this Lease: (a) Tenant has had the opportunity to inspect the Premises and accepts the Premises in its “AS IS, WHERE IS” condition; (b) the Premises is acceptable for Tenant’s intended Permitted Use; (c) neither Landlord, Landlord’s Broker, nor any of Landlord’s agents, has made a complete inspection of the ---------------------- Premises and, except any oral or written representations or warranties with respect to said matters other than as set forth in this Section 6.1 Lease; and Exhibit E(d) TENANT EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR OCCUPANCY, shall ----------- --------- accept the Premises USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. Landlord represents, warrants, and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse covenants to Tenant that to Landlord, subject to the terms ’s knowledge as of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, : (a) the Building, its common areas, roof and all central mechanical, electrical and plumbing systems will be slab on the Building are in good working order; (b) the electrical, condition lighting, heating, plumbing and repairplumbing fixtures, and any air conditioning systems in the Building are in good working order and condition. Landlord warrants that, as of the Land will be in Effective Date and to Landlord’s knowledge, it has not received any notice of non-compliance with all any governmental statutes, laws, ordinances, orders, decrees, decisions, rules and regulations applicable laws in effect at to the Commencement Date (subject to Tenant's performance purpose, use and occupancy of the Tenant Work)Premises. In Notwithstanding the event forgoing warrant, Landlord has received a building permit violation notice from the City of Boise, and a material breach fire protection system testing past-due notice from Boise Fire Department related to the two small “lean-to” sheds constructed and located on the Premises. Both matters remain outstanding. The Landlord is presently working with the City of Boise and Boise Fire Department regarding resolutions of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature building permit and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect fire suppression matters related to the common areas of two small “lean-to” sheds constructed and located on the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantPremises.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except Except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly otherwise provided in this Lease, Tenant’s taking possession of the Premises shall constitute Tenant’s acknowledgment that, to Tenant’s actual knowledge, the Premises are in good condition and that the Tenant Improvements are constructed in accordance with the Lease Improvement Agreement, and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all 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. Notwithstanding the foregoing, within fifteen (15) days following the Commencement Date, Tenant 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 have no obligation 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 furnishalter, equip remodel, repair or improve the Premises or the Project. The taking of possession Building and no representation, express or implied, respecting any matter or thing related to the Premises or Building or this Lease (including, without limitation, the condition of the Premises Building or Premises) have been made to Tenant by Tenant shall beLandlord, except its agents or employees, other than as set forth in the Lease Improvement Agreement and as otherwise provided in this Lease. Nothing in this Section 6.1 and ----------- Exhibit E2 shall, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for however, relieve Landlord of its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives obligation to correct any latent defects in the Premises, Building or Project, or to construct the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantlaws.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in this Section 6.1 and Exhibit EItem 3 of the Basic Lease Provisions, shall ----------- --------- accept or (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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease. 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 rights under this Lease, which acceptance shall mean that it is conclusively established that the 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, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1). If no obligation items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to furnishhave accepted the Premises, equip and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or improve claim regardless of the Premises nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth Nothing contained in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts shall affect the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts commencement of the ProjectTerm or the obligation of Tenant to pay rent. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. Landlord has advised Tenant has made a complete inspection to satisfy itself with respect to the condition of the ---------------------- Premises andincluding, except but not limited to, the electrical and fire sprinkler systems, security, environmental aspects, and compliance with the Americans with Disabilities Act ("ADA") and the Applicable Laws and the present and future suitability of the Premises for Tenant's intended use. Notwithstanding the foregoing, and subject to reimbursement as set forth in this Section 6.1 and Exhibit E4.2 below, shall ----------- --------- accept Landlord will be responsible for compliance of the Premises and Common Areas of the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to LandlordBuilding with Applicable Laws; provided, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Leasehowever, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in non-compliance if such non-compliance is a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's usePermitted Use or occupancy of the Premises. The Landlord's Work (as the term is used in Exhibit C hereto), occupancywithout any interior finish work will comply with the requirements of the ADA required for a commercial facility with no day care facility and excluding noncompliance due to inconsistencies with building codes or interpretations thereof. Compliance with the ADA as to the Tenant's Work shall be the sole responsibility of Tenant and Tenant's Work will comply with the requirements of the ADA required for Tenant's Permitted Use, manner including the day care center if Tenant elects to operate one. Landlord's Work and Tenant's Work shall be completed in accordance with Exhibit C attached hereto and made a part hereof (the "Work Agreement"). Except as set forth expressly herein and in the Work Agreement, Landlord shall have no obligation for completion of use any improvements to the Premises and Tenant shall accept the Premises in its "AS IS" condition on the Lease Commencement Date. Subject to Total Delay (as defined in Section 3.2 hereof), Landlord's Work will be substantially completed (excluding landscaping and parking lot striping that may not be able to be performed due to time of year or occupancy, or weather constraints) by the negligence of TenantRent Commencement Date.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the Premises, the Building or the Project or the suitability or fitness of the ---------------------- Premises andeither for any purpose, except as set forth in this Section 6.1 Lease. Notwithstanding anything contained in this Lease to the contrary, Landlord represents and Exhibit Ewarrants that as of the date of this Lease it has not received any written notice of, shall ----------- --------- accept and has no knowledge of, violation of any laws, codes or regulations applicable to the Premises from any governmental, city or county agency. Landlord shall construct all the Tenant Improvements required to be installed by Landlord under the Work Letter attached as Exhibit X in full compliance with all applicable laws, codes and regulations to include ADA and title 24. Furthermore, Landlord represents and warrants to Tenant that all systems serving the Premises (i.e. HVAC, electrical, fire life safety and the Project like) are operating in accordance with their "AS IS," "WHERE IS," design and "WITH ALL FAULTS" condition on manufacturers specifications and will continue to do so throughout the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the ProjectTerm. The taking of possession or use of the Premises by Tenant for any purpose other than construction shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges conclusively establish that the Premises and the Project comply fully Building were in satisfactory condition and in conformity with Landlord's covenants and obligations under 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 and (iii) waives any defects deficiencies in the systems serving the Premises and its appurtenances and as described in all other parts of this Section. The punch list shall be limited to any items required to be accomplished by Landlord under the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areasWork Letter attached as Exhibit X, and all central mechanical, electrical and plumbing systems will shall be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at delivered to Landlord within 30 days after the Commencement Date (subject to Tenant's performance as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant Work)to pay rent. In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from which it is notified as provided above. Landlord shall deliver the Premises to Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After upon the Commencement Date, Landlord will be responsible for the costs Date water tight and clean and free of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantdebris.

Acceptance of Premises. Within ten (10) days after completion of the Tenant has made Improvements, Tenant shall conduct a complete walk-through inspection of the ---------------------- Premises andwith Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, except as set forth if any, and latent defects in this Section 6.1 the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and Exhibit Esubject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall ----------- --------- accept be deemed to have accepted the Premises in good, clean and the Project in their "AS IS," "WHERE IS," completed condition and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordrepair, subject to all applicable laws, codes and ordinances. Any damage to the terms Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of Exhibit E attached hereto and hereby made a part hereof. Except --------- the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch-list to Landlord within such 10-day period, Landlord it shall have be deemed that there are no obligation Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to furnishcompletion. Upon completion of such punch-list items, equip or improve the Premises or the Project. The taking of possession of the Premises by Tenant shall beapprove such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will such items shall be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of deemed approved by Tenant.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" its condition on as of the Commencement Date without recourse to LandlordDate, subject to all applicable laws, ordinances, regulations, covenants and restrictions and subject to Landlord's construction of the terms of Exhibit E attached hereto and hereby made a part hereofdemising wall described hereunder. Except --------- as expressly provided otherwise set forth in this Lease, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in this paragraph and Paragraph 10, in no event shall Landlord have no any obligation to furnish, equip or improve for any defects in the Premises or the Projectany limitation on its use. The taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, be conclusive evidence against that 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 (or for which Landlord has provided a representation or warranty) under this paragraph and/or Paragraph 10 as well, as any punchlist items agreed to in writing by Landlord and Tenant. Landlord acknowledges and covenants that as of the Commencement Date (i) Tenant accepts the --------- Premises Building's HVAC, electrical, plumbing and other mechanical systems are in good working order and Landlord warrants such systems for a period of six (6) months from the Project as being suitable for its intended purpose Commencement Date, and in a good and satisfactory condition, (ii) acknowledges that the Premises are in compliance with applicable Legal Requirements. Further, Landlord shall cooperate with Tenant in Tenant's efforts to secure the Premises by Landlord providing a mutually acceptable secured divider between the Premises and the Project comply fully with adjoining building, which such secured divider shall be in place no later than April 14, 2003, and thereafter, Landlord shall, at Landlord's covenants sole cost and obligations under this Lease and (iii) waives any defects in expense, construct a demising wall to separate the Premises from the adjoining building, which "permanent" demising wall shall be completed no later than one hundred and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon twenty (120) days following the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Force Majeure events and Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant-caused delays.

Acceptance of Premises. Tenant has made a complete inspection Subject to the warranty of the ---------------------- Premises and, except as Landlord set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms 9 of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Tenant’s taking possession of the Premises shall constitute Tenant’s acknowledgment that the Premises are in good condition and that the Tenant Improvements are constructed in accordance with the Work Letter Agreement, and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all 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. Notwithstanding the foregoing, within sixty (60) days after Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord shall complete or correct in order for the Premises to be reasonably acceptable. Landlord shall complete and/or correct the Punch List Items using its good faith efforts and due diligence; provided, however, that with respect to those Punch List Items that Landlord reasonably contends do not require completion and/or correction, Landlord and Tenant shall negotiate in good faith for a resolution of such Punch List Items. If Tenant does not deliver the Punch List Items to Landlord within said sixty (60) days, Tenant shall be deemed to have no obligation accepted the condition of the Premises. No promise of Landlord to furnishalter, equip remodel, repair or improve the Premises or the Project. The taking of possession Building and no representation, express or implied, respecting any matter or thing related to the Premises or the Building or this Lease (including, without limitation, the condition of the Premises Building or the Premises) have been made to Tenant by Tenant shall beLandlord, except its agents or employees, other than as set forth in the Work Letter Agreement or in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantLease.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in this Section 6.1 and Exhibit EItem 3 of the Basic Lease Provisions, shall ----------- --------- accept or (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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease. 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 rights under this Lease, which acceptance shall mean that it is conclusively established that the 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, subject only to (i) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the Commencement Date (as defined in Section 3.1), and (ii) Landlord’s obligations expressly contained in Section 2.4 of this Lease. If no obligation items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to furnishhave accepted the Premises, equip and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or improve claim regardless of the Premises nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. The taking of possession of the Premises by Tenant shall be, except as set forth Nothing contained in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts shall affect the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts commencement of the ProjectTerm or the obligation of Tenant to pay rent. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in this Section 6.1 and Exhibit EItem 3 of the Basic Lease Provisions, shall ----------- --------- accept or (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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease. As of the Early Occupancy Date, Landlord Tenant shall be conclusively deemed to have no obligation to furnish, equip or improve accepted the Premises or the Project. The taking of possession and those portions of the Premises by Building and Project in which Tenant has any rights under this Lease, which acceptance shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant mean that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges it is conclusively established that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas 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 Land as well as all structural elements provisions of this Lease, subject only to those defective or incomplete portions of the BuildingTenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X ("Work Letter"), provided that such costs are not which Tenant shall have itemized on a written punch list and delivered to Landlord within thirty (30) days after the result Early Occupancy Date (as deemed in Section 3.1). Nothing contained in this Section shall affect the commencement of Tenant's use, occupancy, manner of use or occupancy, the Term or the negligence obligation of TenantTenant 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 except as provided in Section 2.4 below, neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the Premises, the Building 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, 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 the Project, or (ii) any exclusivity of use by Tenant with respect to its permitted use of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept 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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease. As of the Commencement Date, Landlord Tenant shall be conclusively deemed to have no obligation to furnish, equip or improve accepted the Premises or the Project. The taking of possession and those portions of the Premises by Building and Project in which Tenant has any rights under this Lease, which acceptance shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant mean that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges it is conclusively established that the Premises and those portions of the Building and Project comply fully with Landlord's covenants and obligations in which Tenant has any rights under this Lease and (iii) waives any defects were in the Premises and its appurtenances satisfactory condition and in all other parts conformity with the provisions of this Lease, subject only to (i) those defective or incomplete portions of the Project. Notwithstanding Tenant Improvements constructed by Landlord pursuant to the foregoingWork Letter, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at within thirty (30) days after the Commencement Date (subject to Tenant's performance as defined in Section 3.1), and (ii) Landlord’s obligations expressly set forth in Section 2.4 below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant Work)to pay rent. In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt diligently complete all punch list items of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, which it is notified as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantabove.

Acceptance of Premises. (a) Subject to Paragraph 2(b) below, Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlordin its “as-is” condition, subject to the terms of Exhibit E attached hereto all applicable laws, ordinances, regulations, covenants and hereby made a part hereof. Except --------- as expressly provided in this Leaserestrictions, and Landlord shall have no obligation to furnishperform or pay for any repair or other work therein, equip except that Landlord shall perform Landlord’s Work as provided in Exhibit C. Subject to the performance of Landlord’s Work, Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Subject to the performance of Landlord’s Work, Tenant acknowledges that (a) it has inspected and accepts the Premises in an “As-ls, Where-Is” condition, (b) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any particular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord, and (e) there are no representations or warranties, expressed, implied or statutory, that extend beyond the Projectdescription of the Premises. The Except as provided in Exhibit C and Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Except as provided in Exhibit C, the taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, be conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be were in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject time possession was taken except Zip Recruiting/604 Arizona-ZipRecruiter Lease for items that are Landlord’s responsibility under Paragraph 10 and any punch-list items agreed to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, writing by Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenant.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except as set forth in this Section 6.1 and Exhibit E, shall ----------- --------- accept And Covenants To Surrender: Lessee accepts the Premises and the Project in their an "AS IS," "WHERE IS," condition and "WITH ALL FAULTSAS IS" condition on state of repair, subject to Lessor's (a) representation that the Premises are in good order and repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Commencement Date; and (b)warranty against defects in materials or workmanship which shall continue as to all claims arising within one year after the Commencement Date without recourse to Landlordfor each of Phase I and Phase II. Lessee shall have the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, subject to or on the terms sooner termination of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve surrender the Premises or the Projectto Lessor in Good Condition and Repair. The taking of possession of "Good Condition and Repair" shall generally mean that the Premises by Tenant shall beare in the condition that one would expect the Premises to be in, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that if throughout the Lease Term Lessee (i) Tenant accepts uses and maintains the --------- Premises and the Project as being suitable for its intended purpose in a commercially reasonable manner and in an accordance with the requirements of this Lease and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and improvements that a good commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and satisfactory parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in a new condition. All of the following shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, (ii) acknowledges that the Premises all suspended ceilings and the Project comply fully with Landlord's covenants any carpeting shall be clean and obligations under this Lease and in good condition, (iii) waives any defects in all glazing, windows, doors and door closures, plate glass, and (iv) all electrical systems including light fixtures and ballasts, plumbing, and temperature control systems. Lessee, on or before the Premises and its appurtenances and in all other parts end of the Project. Notwithstanding Lease Term or sooner termination of this Lease, shall remove all its personal property and trade fixtures from the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areasPremises, and all central mechanical, electrical and plumbing systems will such property not so removed shall be in good working order, condition and repair, and deemed to be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Building and the Land will be in compliance with all applicable laws in effect Premises are not surrendered at the Commencement Date (subject to Tenant's performance end of the Tenant Work)Lease Term or earlier termination of this Lease, Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in surrendering the Premises including, without limitation, any claims made by any succeeding Lessee founded on such delay. In the event of Lessor will provide Lessee notice in writing if Lessor has a material breach of the covenant contained new lease for Premises or portion thereof that will result in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use damages or occupancy, or the negligence of Tenantclaims against Lessor.

Acceptance of Premises. (a) Subject to Landlord's Construction Warranty (as defined below), Tenant has made a complete inspection of acknowledges and agrees the ---------------------- Premises andwill be delivered in, except as set forth in this Section 6.1 and Exhibit E, Tenant shall ----------- --------- accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Delivery Date without recourse to Landlordin, its "as- is" condition, subject to the terms of Exhibit E attached hereto all applicable laws, ordinances, regulations, covenants and hereby made a part hereof. Except --------- as expressly provided in this Leaserestrictions, and Landlord shall have no obligation to furnishperform or pay for any repair or other work therein, equip except that Landlord shall disburse the Tenant Improvement Allowance in accordance with the terms of the Tenant Work Letter, and shall cure any violation of Legal Requirements in any portion of the Base Building Improvements to the extent such violation prevents the issuance of any permits required to be obtained by Tenant in connection with the construction of the Tenant Improvements (provided in no event shall the absence of Building systems as part of the Base Building Improvements be considered a violation of Legal Requirements for purposes of this paragraph and further provided that in no event shall Landlord be required to make changes or modifications to the Base Building Improvements to comply with Legal Requirements to the extent such compliance or non-compliance is triggered by the type or layout of any Tenant Improvements, Tenant-Made Alterations, Bloom Boxes, Generators, utilities or other improvements performed by or on behalf of Tenant, or any particular use of the Premises by Tenant [as opposed to Legal Requirements applicable generally to office/industrial/warehouse buildings in the market area] or the installation of any furniture, fixtures or equipment by Tenant, Tenant hereby acknowledging that all Legal Requirements triggered by the same are Tenant's sole responsibility). Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Tenant acknowledges and agrees that by taking possession of the Premises it shall be conclusive evidence that, subject to Landlord's Construction Warranty: (i) Tenant has inspected and accepted the Premises in an "As-Is, Where-Is" condition, (ii) the Base Building Improvements are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any particular purpose of the Premises, (iii) the Premises are in good and satisfactory condition at the time Tenant takes possession thereof, (iv) no representations as to the repair of the Premises, nor promises to alter, remodel or improve the Premises have been made by Landlord except as otherwise expressly set forth in this Lease, and (v) there are no representations or warranties except as expressly set forth in this Lease, or implied or statutory warranties that extend beyond the Projectdescription of the Premises. The Except as provided in Paragraph 10 of this Lease and Paragraph 2(c) below, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Subject to Landlord’s Construction Warranty, the taking of possession of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, be conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and were in the Project comply fully with required condition at the time possession was taken except for items that are Landlord's covenants and obligations responsibility under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas of the Building and the Land as well as all structural elements of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of TenantParagraph 10.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except (a) Except as otherwise expressly set forth in this Section 6.1 Sublease, Sublandlord shall deliver the Sublease Premises to Subtenant in its “As-Is” condition (i) free and Exhibit Eclear of all other tenants and occupants, (ii) in broom-clean condition, with all installations, improvements and furniture existing as of the date hereof (the “Existing Furniture”); provided, however, that any Existing Furniture removed from the Sublease Premises by Subtenant shall ----------- --------- accept be returned to Sublandlord, unless Sublandlord agrees to waive such obligation and provides a xxxx of sale transferring title to such Existing Furniture to Subtenant, (iii) with all HVAC systems (including the Existing Supplemental HVAC Unit (as defined below)) and Building plumbing, electrical and mechanical systems serving the Sublease Premises operating in good, working condition, (iv) in a structurally sound and weather-tight condition; (v) with Sublandlord’s Work (as hereinafter defined) Substantially Complete in accordance with the Project terms of this Sublease; provided, however, that Sublandlord may elect, in their "AS IS," "WHERE IS," its sole discretion, to complete all or a portion of Sublandlord’s Work within sixty (60) days following the Sublease Commencement Date; and "WITH ALL FAULTS" (vi) otherwise in the condition required by the provisions of this Sublease (collectively, the “Delivery Condition”) as of the Sublease Commencement Date (the “Delivery Date”), without representation or warranty, oral or written, express, implied, statutory or otherwise, on the part of Sublandlord or its agents and representatives other than as expressly set forth herein. If Sublandlord is unable to deliver possession of the Sublease Premises in the Delivery Condition on the Sublease Commencement Date, Sublandlord shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable, but, rather the Sublease Commencement Date without recourse shall be the date that vacant possession of the Sublease Premises in the Delivery Condition is so tendered to LandlordSubtenant, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve the Premises or the Project. The taking of possession extension of the Premises by Tenant shall be, except as set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Rent Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect hereinafter defined) pursuant to the common areas terms of the Building and the Land as well as all structural elements Section 2.2(d) of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, or the negligence of Tenantthis Sublease.

Acceptance of Premises. Tenant has made a complete inspection By taking possession of the ---------------------- Premises, Tenant shall be deemed to have accepted the Premises andas being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date Tenant takes possession of the Premises, subject to all applicable laws, covenants, conditions, restrictions, easements and other matters of public record and the reasonable rules and regulations from time to time promulgated by Landlord governing the use of any portion of the Project. Further, by taking possession of the Premises, Tenant shall be deemed to have accepted tenant improvements to be constructed by Landlord (if any) as being completed in accordance with the plans and specifications for such improvements, unless Tenant indicates otherwise on a written punch-list submitted to Landlord within ninety (90) days of the delivery of possession or when work to be done by Landlord has been completed, whichever is later. If Tenant does not submit any such written punchlist to Landlord within such ninety (90 day period, then Tenant waives any right to object to any tenant improvements constructed by Landlord prior to delivery of possession of the Premises to Tenant. Tenant acknowledges that, except as set forth otherwise expressly provided in this Section 6.1 and Exhibit EParagraph 2.4 below, shall ----------- --------- accept neither Landlord nor any of Landlord’s agents, employees, affiliates, or property manager have made any representation or warranty (express or implied) as to the suitability of the Premises for the conduct of Tenant’s business, the condition of the Building or Premises, the compliance of the Premises with any codes, laws, ordinances, rules or regulations, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Project in their "AS IS," "WHERE IS," Premises are suitable for Tenant’s intended use and "WITH ALL FAULTS" condition on that the Commencement Date without recourse to Landlord, subject Building and Premises meet all governmental requirements for such intended use. Notwithstanding anything to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided contrary contained in this Lease, Landlord shall have no obligation agrees to furnish, equip or improve deliver the Premises to Tenant with all Building systems and components in good working order and repair, including, but not limited to, the plumbing, lighting, electrical, mechanical, fire/life safety and heating, ventilation and air conditioning systems serving the Premises, and with the ceiling tiles and office doors in the Premises in good working order and repair (the “Delivery Condition”). Landlord hereby warrants the mechanical systems, including, HVAC units, serving the Premises against defects for a period of one (1) year following the Commencement Date. Such warranty shall not be applicable to any defects in or to the Project. The taking such mechanical systems or HVAC units to the extent caused by (i) Tenant or any of possession of its agents, employees, contractors, subcontractors, licensees, invitees, customers, vendors, sublessees or other representatives, (ii) any alterations, additions or improvements constructed or installed in, on or about the Premises by or on behalf of Tenant, (iii) any misuse of any of the mechanical systems or HVAC units serving the Premises by, or negligence or willful misconduct of, Tenant shall beor any of its agents, except as employees, contractors, subcontractors, licensees, customers, vendors, sublessees or other representative or (iv) any breach by Tenant of this Lease. If any non-compliance with such warranty set forth in this Section 6.1 and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project paragraph exists as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date or within the one (subject 1) year period referred to in this paragraph above, then, as Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence’s sole remedy for such non-compliance, Landlord shall shall, promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breachnon-compliance, rectify and notwithstanding anything to the contrary set forth in Paragraph 10.2 below, cure or remedy the same at Landlord's cost ’s sole cost. If Tenant does not give Landlord written notice of such non-compliance with this warranty within the one (1)-year period referred to above, then such warranty shall be deemed to have expired and expenseshall be of no further force or effect. Notwithstanding anything herein to the contrary, Landlord represents that, to Landlord’s actual knowledge, Landlord has not received any written notice from any governmental agency that the Building, or any portion thereof, is in violation of any of the provisions and requirements of the Americans with Disabilities Act of 1990, as amended (“ADA”). Landlord (and not Tenant's sole remedy therefor. After ) shall be responsible, at no cost to Tenant, for remedying or curing any violations of building codes, laws, ordinances, or other governmental requirements (including, without limitation, the ADA) that (x) exist as of the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws Date with respect to the common areas Premises, or any part thereof, and/or (y) that are triggered within the Building (but outside of the Building and the Land as well as all structural elements Premises) by demolition or construction or installation of any of the Building, provided improvements shown on the demolition floor plan and/or floor plan attached hereto as Exhibit C that such costs are not contemplated to be constructed or installed by Tenant in the result Premises as part of Tenant's use’s initial leasehold improvements (the “Code Compliance Improvements”); provided, occupancyhowever, manner Landlord shall not be obligated to commence remedying or curing any such violations of use or occupancybuilding codes, laws, ordinances, or other governmental requirements existing as of the negligence Commencement Date with respect to the Premises unless and until the governmental agency having jurisdiction over such matter requires such violation(s) be cured or remedied by Landlord (or Tenant) or unless Tenant cannot physically occupy the Premises until such violation(s) are cured or remedied. Landlord’s obligation to cure violations existing as of the Commencement Date or that are triggered by Tenant’s construction or installation of any of the Code Compliance Improvements shall not be applicable to violations that arise or are triggered by (i) any alterations, additions or improvements (other than the Code Compliance Improvements) undertaken, or caused to be undertaken by Tenant, (ii) Tenant’s application(s) for any permits (including, without limitation, building permits), licenses or approvals from any governmental or quasi-governmental authority (except for any applications for permits, licenses or approvals for the construction of the Code Compliance Improvements), or (iii) Tenant’s use of the Premises, but notwithstanding the foregoing Landlord shall be obligated for the Building’s compliance with the provisions and requirement of the ADA to the extent such compliance pertains to a violation of ADA existing as of the Commencement Date of this Lease or is triggered within the Building (but outside of the Premises) by the construction or installation of any Code Compliance Improvements.

Acceptance of Premises. Tenant has made a complete inspection of the ---------------------- Premises and, except Except as expressly set forth in this Section 6.1 Paragraphs 11(b) and Exhibit E11(b) below, Landlord shall ----------- --------- accept deliver possession of the Premises and the Project to Tenant in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" its as-is condition on the Commencement Delivery Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- as expressly provided in this Lease, Landlord shall have no obligation to furnishimprove, equip remodel or improve otherwise alter the Premises prior to or during the ProjectTerm. The taking of possession of Subject to the previous sentence, Tenant hereby accepts the Premises by Tenant shall be, except as set forth in this Section 6.1 suitable for Tenant's intended use and ----------- Exhibit E, conclusive evidence against Tenant that (i) Tenant accepts the --------- Premises and the Project as being suitable for its intended purpose and in a good and satisfactory sanitary operating order, condition and repair, as is, and without representation or warranty by Landlord as to the condition, (ii) acknowledges that use or occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Landlord shall cause the Systems located within or serving the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will to be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at repair as of the Commencement Date Date. Any claims by Tenant under the preceding sentence shall be made in writing not later than the ninetieth (subject to Tenant's performance of 90th) day after the Tenant Work)Commencement Date. In the event of Tenant fails to deliver a material breach of written claim to Landlord on or before such ninetieth (90th) day, then Landlord shall be conclusively deemed to have satisfied its obligations under this Paragraph 11(b). In conjunction with the covenant contained in the preceding sentenceInitial Alterations, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expensemake certain improvements, as discussed with Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas exterior of the Building and to the Land landscaping and paving at the Building (collectively, "Landlord's Work"), as well generally described in and contemplated under the budgetary cost proposal prepared by XxXxxxxx Construction, Inc., dated October 11, 2001 attached hereto as all structural elements Exhibit E. Landlord shall pay the costs for performing Landlord's Work; provided, however, that the sum of the Building, provided that such costs are incurred by Landlord pursuant to this Paragraph 11(c) shall not exceed One Hundred Twelve Thousand Eight Hundred Seventy Dollars ($112,870.00). Any costs for Landlord's Work in excess of One Hundred Twelve Thousand Eight Hundred Seventy Dollars ($112,870.00) shall be debited against the result of Tenant's use, occupancy, manner of use or occupancy, or Initial Alterations Allowance for the negligence of TenantInitial Alterations.

Acceptance of Premises. Tenant acknowledges that neither Landlord nor any representative of Landlord has made a complete inspection any representation or warranty with respect to the 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 andwith the applicable zoning or regarding any other land use matters, except 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 respect to its permitted use of the Premises as set forth in this Section 6.1 and Exhibit EItem 3 of the Basic Lease Provisions, shall ----------- --------- accept or (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 and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the Commencement Date without recourse to Landlord, subject to the terms of Exhibit E attached hereto and hereby made a part hereof. Except --------- except as expressly provided in this Lease, Landlord shall have no obligation to furnish, equip or improve and that the Premises or the Project. The taking of possession 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. Subject to the provisions of Section 3.2 below, from and after the full execution and delivery of this Lease, Tenant shall bebe permitted to enter upon the Premises (the “Early Occupancy Date”) for the construction of those certain tenant improvements (the “Tenant Improvements”) pursuant to the terms and conditions of the Work Letter attached as Exhibit X hereto (the “Work Letter”). Subject to the provisions of Section 2.4 below, except as set forth in this Section 6.1 and ----------- Exhibit Eof the Early Occupancy Date, conclusive evidence against Tenant that (i) Tenant accepts shall be conclusively deemed to have accepted the --------- Premises and those portions of the Building and Project as being suitable for its intended purpose and in a good and satisfactory conditionwhich Tenant has any rights under this Lease, (ii) acknowledges which acceptance shall mean that it is conclusively established that the Premises and the Project comply fully with Landlord's covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all other parts of the Project. Notwithstanding the foregoing, Landlord agrees that upon the Commencement Date, the Building, its common areas, and all central mechanical, electrical and plumbing systems will be in good working order, condition and repair, and the Building and the Land will be in compliance with all applicable laws in effect at the Commencement Date (subject to Tenant's performance of the Tenant Work). In the event of a material breach of the covenant contained in the preceding sentence, Landlord shall promptly after receipt of written notice from Tenant setting forth the nature and extent of such material breach, rectify same at Landlord's cost and expense, as Tenant's sole remedy therefor. After the Commencement Date, Landlord will be responsible for the costs of compliance with applicable laws with respect to the common areas 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 Land as well as all structural elements provisions of this Lease. Nothing contained in this Section 2.2 shall affect the commencement of the Building, provided that such costs are not the result of Tenant's use, occupancy, manner of use or occupancy, Term or the negligence obligation of TenantTenant to pay rent.