Common use of Condition of Premises Clause in Contracts

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant).

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession of the Premises shall be conclusive evidence business. Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Building have been made Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant or relied upon by Tenant other than as may be contained (m) in this Lease. Tenant accepts broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises AS-IS(collectively, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, the “Existing Building Systems”) in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty good working order (30) days following “Landlord’s delivery Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, it is determined conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of the mechanical Tenant, Tenant’s contractors or utility systems serving subcontractors, or any portion of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises was not in good operating condition for the use contemplated as required by Tenant as of the delivery of possession of the Premises by Landlord to Tenant this Lease, (but without regard to iii) any subsequent particular use of the Premises by Tenant or any subsequent alterations modifications, Alterations or improvements made to the Premises constructed by or on behalf of Tenant)Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s sole costexpense (and not as an Operating Expense), promptly perform remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such corrective work so as Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to cause Landlord on or before the Shortfall Notice Deadline and such systems Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (but Landlord shall not be liable for i) the misuse, misconduct, damage, destruction, negligence and/or any increased costs other action or omission of such corrective work resulting from the particular use Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Tenant)this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. The Premises are demised to Tenant and Tenant accepts the same “as-is”, except that (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, 2013, and all other work necessary to prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, perform the Shell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to the date which is ninety (90) days following the date on which the additional space would be delivered under Section 42.01 but for the Tenant election that the same be delivered in shell condition, and all other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises were was in good order and satisfactory condition when the Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by Tenant or its agents, independent contractors or supplierssuppliers (subject to the provisions of Section 3.01 of this Lease). No promise of the Landlord to alter, remodel or improve the Premises or the Building Property and no representation by Landlord or its agents respecting the condition of the Premises or the Building have Property has been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact Lease or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises written amendment hereto signed by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of and Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant).

Condition of Premises. The Completion of the Tenant Improvements (as defined in the Work Letter) by Tenant shall be governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s taking possession obligation to construct the Tenant Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant’s obligation to pay Rent under this Lease. Tenant acknowledges that Tenant has had an opportunity to conduct a thorough and diligent inspection and investigation of the Premises, Common Area and Building Systems (as defined in Paragraph 8(a) below) for each Building (including, without limitation, the electrical and HVAC capacity and distribution systems to and throughout the Premises). Landlord shall deliver to Tenant, and Tenant shall accept, the Premises in their “as-is, where-is condition, with all faults” as of the date of this Lease; provided, however, that the roof and Building Systems of each Building shall be conclusive evidence that the Premises were delivered in good order and satisfactory condition when working condition, and if Tenant notifies Landlord within three (3) months following either Delivery Date that any of the Building Systems (excluding any portion of such Building Systems damaged or altered by Tenant as part of, or during installation of, the Tenant took possessionImprovements) serving the applicable Building are not in good working condition, excluding items then Landlord shall perform the necessary maintenance, repair and/or replacement of said portions of the Building Systems so that they are in good working condition and the cost of any resulting capital repairs or replacements (as opposed to routine maintenance) of such Building Systems that are deemed necessary by Landlord will not be included in Expenses; provided, however, that the foregoing warranty and undertaking by Landlord shall not apply to the extent of any damage caused by Tenant’s construction of the Tenant Improvements or by other acts or omissions of Tenant or its agents, independent contractors or suppliers. No promise Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the preceding sentence, Landlord has not made and will not make any representation or warranty, express or implied, with respect to alterthe condition of the Premises, remodel Buildings, Common Area or improve Building Systems, or with respect to the Premises suitability, fitness or capacity of any of the Building foregoing for the conduct of Tenant’s Permitted Use or for any other purpose. Subject to the foregoing, by accepting delivery of the Premises, Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended, and no representation by Landlord or its agents respecting to have acknowledged that the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following complies with Landlord’s obligations for delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not as provided in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenantthis Paragraph 3(b).

Condition of Premises. The Tenant’s taking possession Landlord shall deliver the Expansion Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Expansion Premises to be in good operating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant's interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that except as provided in this Section, Tenant shall be conclusive evidence that accept the Premises were in good order and satisfactory their existing, "as-is" condition when on the date of delivery thereof to Tenant. Except for the payment of the Tenant took possessionImprovement Allowance as provided in Section 2, excluding items of damage caused below, Landlord shall have no obligation to make or pay for any improvements to the Premises. Further, any hazardous materials (as defined by Tenant or its agents, independent contractors or suppliers. No promise applicable laws) existing in the Expansion Premises as of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition date of delivery of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Expansion Premises to Tenant, it is determined that any of the mechanical if any, shall be removed or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises remediated by Landlord to Tenant (but without regard to any subsequent particular use of the Premises as required by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shallapplicable laws, at Landlord’s 's sole costcost and expense (i.e., promptly perform the cost of the Tenant Improvements shall not include such corrective work so as to cause such systems to be in good working order (but Landlord costs, and the Tenant Improvement Allowance shall not be liable used for any increased costs such costs), except to the extent (if any) that such hazardous materials were brought onto or released onto the Expansion Premises, the Building or the Center through the acts or omissions of such corrective work resulting from the particular use of the Premises by Tenant)Tenant or its employees, agents or contractors.

Condition of Premises. The Tenant’s Within thirty (30) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch-list of items needing additional work by Landlord. Other than the items specified in the punch- list, by taking possession of the Premises Premises, Tenant shall be conclusive evidence that deemed to have accepted the Premises were in good order and satisfactory condition when as improved with the Tenant took possessionImprovements in good, excluding items of clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor its Agents have agreed to undertake any Alterations or its agents, independent contractors or suppliers. No promise of the Landlord construct any Tenant Improvements to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than except as may be contained expressly provided in this Lease. If Tenant accepts the Premises ASfails to submit a punch-ISlist to Landlord within such thirty (30) day period, WHEREit shall be deemed that there are no items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if list items within thirty (30) days following Landlord’s delivery after the walk-through inspection or as soon as practicable thereafter. Upon completion of possession of the Premises to Tenantsuch punch-list items, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not so notify Tenant. Tenant shall approve such completed items in writing to Landlord. If Tenant fails to reasonably approve such items within fifteen (15) days of notice of completion by Landlord, such items shall be liable for any increased costs of such corrective work resulting from the particular use of the Premises deemed approved by Tenant).

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession of the Premises shall be conclusive evidence business. Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts otherwise prepare the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements for Tenant’s occupancy or estimates of to pay for or construct any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting improvements to represent Landlordthe Premises. Notwithstanding anything to the contrary contained in this Leaseforegoing, if Tenant determines within the first thirty (30) days following Landlordthe Commencement Date that any of the Building systems serving the Premises are not in working order (consistent with the applicable manufacturer’s delivery specifications), Landlord shall promptly rectify any such condition or detect at its sole cost and expense after receipt of written notice from Tenant within such time setting forth the nature and extent of any such condition or defect. If after expiration of such initial thirty (30) day period, Tenant is required to make repairs to any component of the Premises for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, it is determined conclusively establish that any of the mechanical or utility systems serving any portion Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair. Landlord and Tenant agree and acknowledge that the Exit Audit Report for Gemini Science dated August 20, 2006, performed by URS, the radioactive materials license release survey referenced therein, and the fume hood decontamination report dated July 18, 2008, shall constitute the baseline environmental condition of the Premises was not (the “Baseline Phase I”) and, notwithstanding anything to the contrary in good operating Article 27, Tenant shall have no obligation to perform any remediation recommendations that are inconsistent with the Baseline Phase I environmental condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Premises.

Condition of Premises. The Tenant’s taking possession Landlord represents and warrants to Tenant that, as of the Premises Lease Commencement Date, all mechanical, elevator, HVAC, plumbing and electrical systems servicing the Premises, all structural elements of the Building and the roof of the Building (collectively, the “Building Elements”) shall be conclusive evidence that in good working order and condition, without taking into account the effect thereon of any Tenant Improvements, Alterations or other modifications to the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors employees or supplierscontractors; and prior to the Lease Commencement Date, Landlord shall, at no cost to Tenant, undertake such work as may be required to place such Building Elements in good working order and condition. No promise In the event that it is determined, and Tenant notifies Landlord in writing within one hundred twenty (120) days after the Lease Commencement Date, that such representation and warranty above is untrue as of the Lease Commencement Date, and such failure was not caused by Tenant, then it shall be the obligation of Landlord, and the sole right and remedy of Tenant, after receipt of written notice from Tenant setting forth with specificity the nature of the failed performance, to promptly, within a reasonable time and at no cost to Tenant, to correct such failure. Tenant’s failure to give such written notice to Landlord to alter, remodel or improve within one hundred twenty (120) days after the Lease Commencement Date shall constitute a conclusive presumption that the Premises or and all Building Elements were in good working order and condition as of the Lease Commencement Date. Except as provided in the preceding sentence, having made such inspection of the Premises, the Building and no representation by Landlord or its agents respecting the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant’s business. Neither party has been induced to enter into this Lease by, and neither party is relying on, any representation or the Building have been made to Tenant or relied upon by Tenant other than as may be contained warranty outside those expressly set forth in this Lease. Tenant accepts Neither Landlord nor anyone acting on its behalf shall be liable for, nor shall this Lease be subject to rescission on account of, the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates nondisclosure of any nature whatsoever upon which facts. Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, expressly waives any real estate broker, agent, employee or attorney-in-fact or at law or purporting right to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery rescission and/or damages based on nondisclosure of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)facts.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B, Landlord shall not he obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order and satisfactory its "As Is" condition when on the Tenant took possessionLease Commencement Date; provided, excluding items of damage caused by Tenant or its agentshowever, independent contractors or suppliers. No promise in the event that, as of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition date of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates execution of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession the Base, Shell and Core of the Premises to TenantBuilding (as defined in Section 1 of Exhibit B), it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating its condition for the use contemplated by Tenant existing as of the delivery of possession of the Premises by Landlord to Tenant (but such date without regard to any subsequent particular use of the Premises by Tenant or any subsequent Improvements, alterations or other improvements made to the Premises be constructed or installed by or on behalf of Tenant in the Premises or Tenant's use of the Premises, and based solely on an unoccupied basis, (A) does not comply with applicable Laws in effect as of the date hereof, or (B) contains latent defects (not caused by Tenants acts or omissions), then Landlord shallshall be responsible, at Landlord’s its sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord cost and expense which shall not be liable included in Building Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 2 hereof), for correcting any increased costs such non-compliance to the extent and as and when required by applicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such corrective work resulting from latent defects described in clause (B) hereinabove within eighteen (18) months after the particular use Lease Commencement Date, then the correction of the Premises by any such Intent defects shall, subject to Landlords repair obligations in Section 72 hereof, be Tenant)'s responsibility at Tenant's sole cost and expense.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order and satisfactory its "As Is" condition when on the Tenant took possessionLease Commencement Date; provided, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or impliedhowever, in fact or in lawthe event that, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery Lease Commencement Date, the Tenant Improvements (as defined in Exhibit B), in their condition existing as of possession of the Premises by Landlord to Tenant (but such date without regard to any subsequent particular Tenant's use of the Premises Premises, and based solely on an unoccupied basis, (A) does not comply with applicable Laws in effect as of the date hereof, or (B) contains latent defects (not caused by Tenant Tenant's acts or any subsequent alterations or improvements made to the Premises by or on behalf of Tenantomissions), then Landlord shallshall be responsible, at Landlord’s its sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord cost and expense which shall not be liable included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any increased costs such non-compliance to the extent and as and when required by applicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such corrective work resulting from latent defects described in clause (B) hereinabove within twelve (12) months after the particular use Lease Commencement Date, then the correction of the Premises by any such latent defects shall be Tenant).'s responsibility at Tenant's sole cost and expense

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession of the Premises shall be conclusive evidence business. Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, other than pursuant to the terms and provisions of the Work Letter. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building have been made to Tenant or relied upon by Tenant other than as may be contained and the Project were at such time in this Lease. Tenant accepts the Premises AS-ISgood, WHERE-IS AND WITH ALL FAULTS, sanitary and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordsatisfactory condition and repair. Notwithstanding anything to the contrary contained in this LeaseLease (but subject to the last grammatical sentence of this Section 5), if within thirty (30) days following Landlord’s delivery of possession of the Premises to TenantLandlord hereby represents and warrants that, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession Term Commencement Date, (y) the Premises shall be in compliance with the ADA (as defined below), and (z) the (i) roof of the Premises by Landlord to Tenant Building, (but without regard to any subsequent particular use of ii) plumbing, electrical and heating, ventilating and air conditioning systems serving the Premises by Tenant or any subsequent alterations or improvements made to Premises, and (iii) centralized vacuum, industrial hot water and deionized water systems serving the Premises by or on behalf of Tenant)Premises, then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order order, condition and repair; provided, however, that Tenant’s sole and exclusive remedy for a breach of such representation and warranty shall be to deliver notice to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Execution Date (such date, the “Warranty Date”) detailing the nature of such breach. In the event that Landlord receives a Repair Notice on or before the Warranty Date, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice (but only to the extent that Landlord determines that the breach described in the Repair Notice constitutes an actual breach of the representation and warranty provided by Landlord in subsections (y) and (z) above). The representation and warranty provided by Landlord in subsections (y) and (z) above shall expire, and be of no further force or effect, on the Warranty Date and Landlord shall not be liable for have any increased costs further obligations or liabilities in connection with such representation and warranty (except with respect to any actual breaches identified in a Repair Notice delivered by Tenant to Landlord on or before the Warranty Date); provided, however, that the expiration of such corrective work resulting representation and warranty shall not derogate from the particular use Landlord’s repair and maintenance obligations under Section 18.1 of the Premises by Tenant)this Lease.

Condition of Premises. The Tenant’s taking Tenant acknowledges that (a) it is in possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting is fully familiar with the condition of the Original Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the first day of the Extension Term, (b) it is fully familiar with the condition of the Additional Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Additional Premises Term Commencement Date, (c) Landlord shall have no obligation to alter, repair or otherwise prepare the Building have been made Original Premises for Tenant’s continued occupancy for the Extension Term or to Tenant or relied upon by Tenant other than pay for any improvements to the Original Premises, except as may be contained expressly provided in this Lease. Tenant accepts the Lease and (d) Landlord shall have no obligation to alter, repair or otherwise prepare the Additional Premises AS-ISfor Tenant’s occupancy or to pay for any improvements to the Additional Premises, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting except with respect to represent Landlordthe TI Allowance. Notwithstanding anything the foregoing, Landlord agrees that to the contrary contained in this Lease, if within thirty (30) days following best of Landlord’s delivery of possession of the Premises to Tenantknowledge, it is determined that any of the mechanical all Building systems are or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use condition as of the Additional Premises by Tenant)Term Commencement Date.

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionLandlord shall, excluding using building-standard materials, perform those items of damage caused work described on Exhibit E attached hereto (the “Phase I Improvements”) and those items of work described on Exhibit E-1 attached hereto (the “Phase II Improvements”; and together with the Phase I Improvements, collectively, the “Landlord’s Work”) as depicted on Exhibit E-2 attached hereto, pursuant to plans and specifications determined by Tenant or its agents, independent Landlord. Landlord shall use commercially reasonable efforts to procure bids as Landlord deems reasonably appropriate from no fewer than three (3) contractors or suppliers. No promise of the Landlord approved to alter, remodel or improve the Premises or work in the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon (which Tenant is relying whether written or oralmay supplement, express or implied, in fact or in law, have been made subject to Landlord’s reasonable approval). Upon receipt of all bids requested by Landlord, any real estate brokerLandlord shall provide such bids to Tenant for review; provided, agenthowever, employee or attorney-in-fact or at law or purporting Landlord shall have the right in its commercially reasonable discretion, to represent Landlord. Notwithstanding anything award the construction contract to the contrary contained contractor and subcontractors that Landlord selects to perform the Landlord’s Work. Landlord shall pay for the Landlord’s Work up to a maximum amount of $91,660.00 (“Landlord’s Construction Allowance”), and in this no event shall Landlord have any obligation to pay for any costs of the Landlord’s Work in excess of Landlord’s Construction Allowance. The Landlord’s Construction Allowance will be reduced by any consulting or architectural fees incurred by Landlord; and governmental fees and charges for required permits, plan checks, and inspections for the Landlord’s Work. Landlord shall (i) not be entitled to any charge or fee for review, administration, coordination and/or supervision in connection with Landlord’s Work, and (ii) reasonably cooperate with Tenant as may reasonably be necessary to obtain all necessary permits, certificates of occupancy, and inspections, at Tenant’s sole cost and expense. If the cost of the Landlord’s Work exceeds Landlord’s Construction Allowance, such overage shall be paid by Landlord, but repaid to Landlord as Additional Rent, together with interest at 10.00% per annum, in equal monthly installments over the Term of the Lease; provided, if however, in no event shall Landlord be obligated to amortize any portion of such overage in excess of $91,660.00 (the “Amortized Allowance”) and any estimated overage in excess of such Amortized Allowance shall be paid by Tenant before Landlord begins construction (“Estimated Overage”). Upon completion of the Landlord’s Work and the determination by Landlord of the final cost therefor (the “Final Cost”), Landlord shall provide Tenant with its calculation of such Final Cost and the allocation of the Landlord’s Construction Allowance, the Amortized Allowance and the Estimated Overage paid by Tenant. If the Final Cost is less than the sum of (a) the Landlord’s Construction Allowance, (b) the Amortized Allowance, and (c) any Estimated Overage actually paid by Tenant to Landlord (the sum of (a), (b) and (c), the “Total Payments”), then Landlord shall reimburse Tenant for the excess Estimated Overage paid by Tenant to Landlord within thirty (30) days following after the determination of the Final Cost. If the Final Cost exceeds the Total Payments, then Tenant shall pay to Landlord, as Additional Rent, upon request the amount by which the Final Cost exceeds the Total Payments. If the Total Cost is less than the sum of the Landlord’s Construction Allowance and the Amortized Allowance, Tenant shall not receive a credit therefor. Tenant agrees that, except for the Landlord’s Work and as otherwise expressly set forth in the Lease, Tenant is familiar with the condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS” basis, without any representation or warranty from Landlord whatsoever with respect thereto. Landlord shall diligently proceed with the construction of the Landlord’s Work and use commercially reasonable efforts to substantially complete the Phase I Improvements on or prior to May 1, 2017; provided, however, if Landlord fails to so substantially complete the Phase I Improvements on or prior to May 1, 2017, then (a) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected, (b) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to substantially complete the Phase I Improvements by such date, and (c) Landlord shall proceed diligently to substantially complete the Phase I Improvements. Tenant acknowledges and agrees that the Phase II Improvements may not be completed as of the Commencement Date, and (aa) Tenant shall accept delivery of possession of the Premises to Tenant, it is determined that any on the Commencement Date notwithstanding the incompletion of the mechanical or utility systems serving Phase II Improvements; (bb) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected by any portion delay in the completion of the Premises was Phase II Improvements; (cc) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to complete the Phase II Improvements by such date, and (dd) the Commencement Date shall not be postponed to the extent of any such delay; provided, however, that Landlord shall diligently proceed to complete the Phase II Improvements promptly after the Commencement Date. In the event any accrued Tenant Delays (as hereinafter defined) cause Landlord to pay or incur costs or expenses in good operating condition for connection with the use contemplated by Tenant as design, construction or completion of the delivery of possession Landlord’s Work in excess of the Premises costs or expenses that would otherwise have been paid or incurred by Landlord, Tenant shall pay any such reasonable out of pocket excess costs and expenses to Landlord, as Additional Rent, within ten (10) business days after Landlord to submits invoices for any such excess costs or expenses. Tenant acknowledges and agrees that (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but i) Landlord shall not be liable to Tenant for any increased costs of such corrective work resulting from inconveniences Tenant may experience during the particular use performance, construction or installation of the Premises by Tenant).Landlord’s Work which are beyond Landlord’s control or for any delays in

Condition of Premises. The Tenant’s taking Notwithstanding anything in the Lease to the contrary, Tenant is currently in possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise entirety of the Suite 400 Space (other than the portion of the Suite 400 Space currently occupied by Western Bank, which Landlord shall deliver to alterTenant following Western Bank’s surrender of the same), remodel or improve Xxxxx 000 Xxxxx xxx Xxxxx 000 Space and agrees to accept the Premises or the Building and no representation by Landlord or its agents respecting the condition entirety of the Premises or (inclusive of the Building have been made to Tenant or relied upon by Tenant other than as may be contained Suite 900 Space) from Landlord, in this Lease. Tenant accepts the Premises their existing “AS-IS”, “WHERE-IS AND IS” and “WITH ALL FAULTS” condition, and acknowledges that no representationsand, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, except as provided in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises Landlord shall have no obligation whatsoever to Tenant, it is determined that any of the mechanical refurbish or utility systems serving otherwise improve any portion of the Premises was not in good operating condition at any time during the Lease Term; provided, however, Landlord hereby agrees to provide to Tenant an allowance equal to $5,147,765.00 (which is equal to (i) $125.00 per square foot of Rentable Area for the use contemplated by Suite 600 Space, plus (ii) $75.00 per square foot of Rentable Area for the Suite 500 Space, plus (iii) $25.00 per square foot of Rentable Area for the Suite 400 Space, plus (iv) $90.00 per square foot of Rentable Area for the Suite 900 Space) (collectively, the “Landlord’s Construction Allowance”), which shall be utilized for the construction of certain improvements to the Premises in accordance with the terms and conditions of the work letter attached hereto as Exhibit B. In no event shall the Landlord’s Construction Allowance allocable to the Suite 500 Space be available prior to the Existing Expiration Date unless Tenant requests disbursement of the same prior to such date, in which case, effective as of the date Landlord disburses any portion of the Landlord’s Construction Allowance allocable to the Suite 500 Space, the Basic Annual Rent and Base Year with respect to the Suite 500 Space shall be adjusted as set forth in Sections 5(a) and 6(b) above. In addition, in no event shall the Landlord’s Construction Allowance allocable to the Suite 400 Space be available prior to September 1, 2019 unless Tenant requests disbursement of the same prior to such date, in which case, effective as of the date that Landlord disburses any portion of the Landlord’s Construction Allowance allocable to the Suite 400 Space, the Basic Annual Rent and Base Year with respect to the Suite 400 Space shall be adjusted as set forth in Sections 5(a) and 6(c) above. Tenant acknowledges and agrees that any obligations of Landlord originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to the Suite 500 Space, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect. With respect to the Suite 900 Space, Landlord agrees that upon delivery of possession of the Premises by Landlord same to Tenant (but without regard to any subsequent particular use of Tenant, such space shall be clean and the Premises by Tenant or any subsequent alterations or improvements made to base Building systems serving the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to Suite 900 Space shall be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from based on the particular use then existing condition and configuration of the Premises by Tenant)Suite 900 Space.

Condition of Premises. The Plans shall create no responsibility or liability on the part of Landlord for the completeness of such plans or their design sufficiency; provided, however, Landlord shall warrant that as of the Commencement Date the Landlord Improvements will comply with all Applicable Law. Landlord shall have no obligation to Tenant for defects in design, workmanship, or materials of the Landlord Improvements, but shall use its reasonable best efforts to enforce the contractor's obligations therefore and shall, as appropriate under the terms of this Lease, assign to Tenant any manufacturer's warranties with respect to the Landlord Improvements. The Landlord Improvements shall be deemed substantially completed on the date on which Landlord delivers to Tenant either (a) an occupancy permit (permanent or temporary) from the governmental agency responsible for issuing the same, or (b) a certification from Landlord's architect or construction manager stating that the Premises are substantially complete and ready for occupancy in accordance with the Plans reasonably acceptable to Tenant ("Certification"), or that any remaining work fully described by the architect or construction manager on a "punch list" thereafter to be completed by the Landlord's contractor will not substantially adversely affect Tenant’s 's ability to occupy the Premises. Tenant shall approve or reasonably disapprove the Certification within two business days after submittal to Tenant. Tenant's failure to reasonably object within such two business day period shall be conclusively deemed approval of the Certification and Premises by Tenant. Except for the punchlist, Tenant agrees, that by taking possession of the Premises shall be conclusive evidence Premises, it acknowledges that it has inspected the Premises were Premises, that they are in good order condition, and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant that it accepts the Premises AS-ISin their then current condition, WHERE-IS TENANT HEREBY WAIVES ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONDITION AND WITH ALL FAULTSUSE 0F THE PREMISES, and acknowledges that no representationsINCLUDING, warrantiesBUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Landlord shall assign to Tenant any warranties for the Premises from Landlord's contractor, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform extent such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)are assignable.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order its “As Is” condition on the Lease Commencement Date: provided, however, in the event that, during the first twelve (12) months of the Lease Term, the Base, Shell and satisfactory condition when Core of the Tenant took possession, excluding items Building (as defined in Section 1 of damage caused Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve in the Premises or the Building and no representation by Landlord or its agents respecting the condition Tenant’s use of the Premises, (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises or has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this LeasePremises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant accepts the Premises AS-ISalso acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if within thirty (30any are required) days following shall not affect Tenant’s obligations under this Lease). Subject to Landlord’s delivery of possession of obligations hereunder, the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises by (including the Tenant or Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any subsequent alterations obligation on Landlord’s part to make any alterations, upgrades or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)thereto.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and Equipment (as defined in Section 4.2.4 below) serving the Building shall be conclusive evidence that in good working order and condition, the Premises were in good order will be broom- 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 clean condition, free and satisfactory condition when the Tenant took possessionclear of all occupants and personal property, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or and the Building and no representation by Landlord or its agents respecting Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the condition Americans with Disabilities Act of 1990 (as amended, the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease“ADA”). Tenant accepts the Premises AS-ISalso acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the Building, or the Project or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use contemplated by permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of the delivery Effective Date, the Property is zoned to permit laboratory, office, life science, research and development uses as of right. The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises by (including the Tenant or Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition, subject to Landlord’s representations, warranties and obligations expressly set forth in the Lease and, except as provided herein, without any subsequent alterations obligation on Landlord’s part to make any alterations, upgrades or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)thereto.

Condition of Premises. The Tenant’s taking possession of the Premises Landlord shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of deliver possession of the Premises to Tenant, it is determined and Tenant shall accept the same, in its “AS IS” condition, subject to all recorded matters and governmental regulations, and without any warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Premises or any Building system are suitable for Tenant’s use. Tenant agrees that Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Premises or any part thereof or to repair, bring into compliance with applicable laws, or improve any condition existing in the Premises as of the Commencement Date or a condition to Tenant’s acceptance of the Premises. Tenant agrees that neither Landlord nor any of Landlord’s employees or agents has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant’s business therein. Any improvements or personal property located in the Premises are delivered without any representation or warranty from Landlord, either express or implied, of any kind, including merchantability or suitability for a particular purpose. Notwithstanding the foregoing to the contrary, Landlord shall deliver the Premises to Tenant with the heating, ventilation and air-conditioning unit(s), electrical, life-safety and plumbing serving the Premises in good working condition as of the date that Landlord delivers the Premises to Tenant. Tenant shall notify Landlord in writing within one month after the delivery of the Premises to Tenant if any of the mechanical or utility systems serving any portion of the Premises was foregoing are not in good operating condition, which notice shall specify in detail why Tenant believes such item(s) are not in good working condition. Tenant’s failure to so notify Landlord in writing within the foregoing one month period shall be deemed to be that the foregoing items (or the items for which no notice was provided) serving the Premises were in good working condition for the use contemplated by Tenant as of the delivery date required hereunder. Tenant, pursuant to a separate agreement, has agreed to acquire separate items of possession furniture from a prior subtenant of the Premises by Premises. Landlord shall have no responsibility or liability with respect to such furniture. Tenant (but without regard to agrees that it shall be solely responsible for any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made sales tax with respect to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs transfer of such corrective work resulting from the particular use of the Premises by Tenant)furniture.

Condition of Premises. The TenantExcept as expressly set forth in this Sublease, neither Sublandlord nor Sublandlord’s taking agents, employees, or contractors have made any representations, warranties, or promises with respect to the Premises, or the equipment, furniture, or improvements therein situated, if any, or the physical condition or size of the Premises. Subtenant accepts the Premises in its present “as-is where is and with all faults” condition, and subject to normal wear and tear between the date of this Sublease and the date of occupancy by Subtenant. Except as expressly set forth in the attached Exhibit A, neither Sublandlord nor the Prime Landlord shall be under any obligation to make and/or pay for any alterations, additions, installations, substitutions, improvements, or decorations to the Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or serving the Premises, which is detailed on the attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in force. Subtenant shall not acquire any title or other ownership rights in or to the Furniture during the Term; provided, however Subtenant shall have the right to remove all or any portion of same during the Term so long as Subtenant replaces same with other furniture of equal or greater value and quality; provided further, however, Subtenant shall remain responsible to return all of the Furniture to Sublandlord in the event of an early termination of this Sublease. Upon expiration or earlier termination (for reasons other than an Event of Default) of this Sublease, Subtenant shall: (a) be required to purchase the Furniture from Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to the condition same was in as of the Sublease Commencement Date, normal wear and tear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, and to the extent required by the terms of the Prime Lease. During the Term, Subtenant shall, at Subtenant’s sole cost and expense, insure the Furniture for its full replacement value (with Sublandlord named as an additional insured and as loss payee). Subtenant shall not hold over after the expiration of the Term. If Subtenant fails or refuses to surrender possession of the Premises pursuant to the provisions of this Sublease at the natural expiration or earlier termination of this Sublease (which, in the event of an earlier termination is due to an earlier termination of the Prime Lease), such possession shall be conclusive evidence that construed to be a tenancy at sufferance, and Subtenant shall remain liable to Sublandlord for daily use and occupancy at the daily rate the greater of: (i) the amount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the terms of the Prime Lease) from Sublandlord, as “Tenant” under the Prime Lease in the event of Sublandlord’s holdover thereunder for the entire Original Premises; (ii) the amount due on a daily basis during the last month of the Term; or (iii) the amount which would be due if the Premises were had been relet at market rent (as reasonably determined by Sublandlord) at the time of such holdover, and, in good order addition to the foregoing, Subtenant shall indemnify, defend (using counsel reasonably determined by Sublandlord), and satisfactory condition when hold Sublandlord harmless from and against all damages, losses, and expenses, including, without limitation, consequential damages, arising from such holdover. To the Tenant took possessionSublandlord’s actual knowledge, excluding items without duty of damage caused by Tenant or its agentsinquiry, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve no Hazardous Material is present in the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord(including asbestos). Notwithstanding anything to the contrary contained in this Leasecontrary, if within thirty (30) days following Landlord’s delivery of possession of under no circumstance shall Subtenant be liable for any Hazardous Material present at any time on or about the Premises or the Building, or the soil, air, improvements, groundwater or surface water thereof, or the violation of any laws, orders or regulations, relating to Tenantany such Hazardous Material, it is determined except to the extent that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting foregoing actually results from the particular use release or emission of the Premises Hazardous Material by Tenant)Subtenant or its agents or employees in violation of applicable environmental laws.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Building’s “Systems and satisfactory Equipment” (as defined in Section 4.2.4 of this Lease), in their condition when existing as of such date without regard to any of the Tenant took possessionImprovements, excluding items of damage caused by Tenant alterations or its agents, independent contractors or suppliers. No promise other improvements existing in the Premises as of the Landlord date hereof and/or to alter, remodel be constructed or improve installed by or on behalf of Tenant in the Premises or the Building and no representation by Landlord or its agents respecting the condition Tenant’s use of the Premises, and based solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Lease Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises or has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this LeasePremises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant accepts the Premises AS-ISalso acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the Building, or the Project or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use contemplated by Tenant as of the delivery permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises by (including the Tenant or Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any subsequent alterations obligation on Landlord’s part to make any alterations, upgrades or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)thereto.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant’s 's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises shall be conclusive evidence in its condition on the date of delivery of possession and to have acknowledged that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building Improvements have been made installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to Tenant be repaired or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if corrected within thirty (30) days following Landlord’s delivery of possession the preparation of the Premises to Tenant, it is determined that any Punch-List or as soon as practicable after the preparation of the mechanical Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or utility systems serving warranty with respect to the Premises, the Building, the Development or any portion portions thereof or with respect to the suitability of the Premises was not in good operating condition same for the use contemplated by conduct of Tenant's business and Tenant as of the delivery of possession of the Premises by further acknowledges that Landlord will have no obligation to Tenant (but without regard to construct or complete any subsequent particular use of the Premises by Tenant or any subsequent alterations additional buildings or improvements made to within the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Development.

Condition of Premises. The Tenant’s taking possession of Tenant hereby agrees that, except as provided herein or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be conclusive evidence taken “as is”, “with all faults”, “without any representations or warranties.” Except as otherwise provided herein or in Exhibit D, Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items neither Landlord nor any agent nor any employee of damage caused by Tenant Landlord has made any representations or its agents, independent contractors or suppliers. No promise of the Landlord warranty with respect to alter, remodel or improve the Premises or the Building Project or with respect to the suitability of either for the conduct of Tenant’s business and no representation by Landlord or Tenant expressly warrants and represents that Tenant has relied solely on its agents respecting the condition own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord or Tenant to implement sustainability practices for the Building have been Project or Premises or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the date of this Lease, together with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant or relied upon by Tenant other than Improvements.” Landlord shall cause the common areas of the Project to comply with all applicable laws (including, without limitation, any applicable requirements of the Americans With Disabilities Act) throughout the Term (as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenantextended).

Condition of Premises. The (a) Except to the extent otherwise expressly provided in this Section 2.3, Tenant acknowledges that it will accept and occupy the Premises in “AS IS” condition as the Premises exist on the Direct Term Commencement Date, immediately following the termination or expiration of the Prior Lease and Amgen Sublease and of Tenant’s taking possession occupancy of the Premises as a subtenant thereunder; provided, however, that the foregoing provisions of this sentence shall be conclusive evidence that subject to any rebuilding obligations expressly imposed upon Landlord under the Premises were Prior Lease (to the extent any such rebuilding is in good order and satisfactory condition when progress on the Tenant took possessionDirect Term Commencement Date) or pursuant to a future written agreement (if any) as contemplated in Section 2.1(b)(i) above. Accordingly, excluding items of damage caused by Tenant or its agentsexcept as expressly set forth in this Section 2.3, independent contractors or suppliers. No promise of this Lease has no specific delivery requirements with respect to the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the physical condition of the Premises as of the Lease Commencement Date or as of the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts Direct Term Commencement Date; the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates obligations of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything the applicable parties with respect to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession physical condition of the Premises to (including, but not limited to, repair and maintenance obligations) shall be governed by the Prior Lease (and, as between Amgen and Tenant, it is determined that any by the Amgen Sublease) for the period prior to the Direct Term Commencement Date, and by this Lease for the period commencing on the Direct Term Commencement Date. Without limiting the generality of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant)foregoing, then Landlord shallTENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3, at Landlord’s sole costNEITHER LANDLORD NOR ANY AGENT OF LANDLORD IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING, THE PREMISES AND THE IMPROVEMENTS THEREIN, OR WITH RESPECT TO THE PRESENT OR FUTURE SUITABILITY OF THE BUILDING, THE PREMISES OR THE IMPROVEMENTS THEREIN FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN, AS OF THE LEASE COMMENCEMENT DATE OR AS OF THE DIRECT TERM COMMENCEMENT DATE.

Condition of Premises. The Tenant’s taking possession of the Premises or any portion thereof shall be conclusive evidence against Tenant that such portion of the Premises were was then in good order and satisfactory condition when condition, subject to Landlord’s obligations under this Lease and the Workletter. Tenant took possessionacknowledges that, excluding items of damage caused except as otherwise expressly set forth in this Lease or the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and that no promise by or its on behalf of Landlord, any of Landlord’s Constituent Members, the leasing agent of the Project or any of their respective agents, independent contractors partners or suppliers. No promise of the Landlord employees, to alter, remodel remodel, improve, repair, decorate or improve clean the Premises has been made to or the Building relied upon by Tenant, and that no representation by Landlord or its agents respecting the condition of the Premises or the Building have Project by or on behalf of Landlord, its constituent members, or any of their respective agents, partners or employees has been made to Tenant or relied upon by Tenant other than Tenant, except as may be contained provided below and in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTSWorkletter, and acknowledges further provided that no representationsduring the three (3) year period commencing on the Commencement Date, warrantiesLandlord shall reimburse Tenant for alterations, guaranteesimprovements and/or refurbishment (collectively, promises, statements or estimates the “Refurbishment”) of any nature whatsoever upon which Tenant is relying whether written or oral, express or impliedthe Original Premises, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting an aggregate amount not to represent Landlordexceed $116,888.00 (the “Refurbishment Allowance”). Notwithstanding anything The Refurbishment Allowance shall be payable to the contrary contained in this Lease, if Tenant within thirty (30) days following Landlordafter presentation to Landlord of paid invoices, contractor’s delivery sworn statements, final waivers of possession lien and such other documentation as may reasonably required by Landlord showing that the Refurbishment has been completed and fully paid for in accordance with the requirements of the Premises to TenantSection 14 hereof, it is determined provided that any of the mechanical or utility systems serving any undisbursed portion of the Premises was Refurbishment Allowance for which Tenant has not in good operating condition for requested reimbursement and submitted the use contemplated aforesaid documentation within the aforesaid 3-year period, time being of essence, shall be deemed forfeited by Tenant as of the delivery of possession of the Premises and retained by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises claim thereon by Tenant).

Condition of Premises. The Tenant’s taking possession After the Expiration Date or earlier termination of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty or the termination of Tenant’s right to possess the Premises, Tenant shall (30i) days following deliver to Landlord the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition, reasonable wear and tear excepted (subject, however, to Tenant’s maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (ii) deliver to Landlord the Premises with cleaned floors, (iii) deliver to Landlord all keys and parking and access cards to the Premises, (iv) remove all signage placed on the Premises, the Building, the Project, or the Land by or at Tenant’s request, and (v) remove all racking and repair any damage caused thereby. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s delivery of possession of property and shall remain on the Premises Premises, unless removal was required as a condition to TenantLandlord’s consent thereto. Notwithstanding the foregoing, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not Tenant shall remove all unattached trade fixtures, furniture, and personal property placed in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). All items not so removed shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any subsequent obligation to account for such items, and Tenant shall pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the Building or unreasonably interfere with other tenants’ use of their premises. Tenant shall, at its expense, repair all damage caused by any work performed by Tenant under this Section 17, provided that in the case of alterations or improvements made that Tenant is required to remove, Tenant shall restore the Premises to the Premises condition existing prior to the installation of such alterations. If Tenant fails to perform work under this Section 17, Tenant shall pay all costs incurred by or on behalf of Tenant), then Landlord shall, at in performing such work within ten (10) days after Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)request thereof.

Condition of Premises. The Tenant’s taking possession Tenant hereby agrees to accept the Premises (including the Existing Premises and the Expansion Space) in its “as-is” condition and Tenant hereby acknowledges that Landlord, except as otherwise provided below and in the Lease, shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises shall be conclusive evidence Premises. Tenant also acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and has made no representation by Landlord or its agents respecting warranty regarding the condition of the Premises or except as set forth in the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything above to the contrary contained contrary, in this Leasethe event that, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery date of possession execution of this Second Amendment, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of the Premises by Landlord to Tenant (but Original Lease), in their condition existing as of such date without regard to any subsequent particular use of the Premises by Tenant or any subsequent Improvements, alterations or other improvements made existing in the Expansion Space as of the date hereof and/or to the Premises be constructed or installed by or on behalf of Tenant in the Expansion Space or Tenant)’s use of the Expansion Space, and based solely on an unoccupied basis, contains latent defects, then Landlord shallshall be responsible, at Landlord’s its sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord cost and expense which shall not be liable for any increased costs of such corrective work resulting from the particular use included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Premises Original Lease), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Expansion Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 of the Original Lease (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 of the Original Lease), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Expansion Space has not undergone inspection by Tenant)a Certified Access Specialist (“CASp”) to determine whether the Expansion Space meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.

Condition of Premises. The Except as provided below, Tenant’s taking possession of the Premises shall be conclusive evidence that deemed to be Tenant’s acceptance of the Premises were in good the order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliersas then exists. No promise of the Landlord to alter, remodel remodel, decorate, clean or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made by Landlord to Tenant Tenant, except for “Landlord’s Work” described in the Work Letter attached as Exhibit “B”, or relied upon by Tenant other than as may be otherwise contained in this Leaseherein. Tenant accepts Landlord shall deliver the existing Building systems and fixtures within, or servicing, the Premises AS-ISupon completion of Landlord’s Work in good working order as of the respective Commencement Date(s), WHERE-IS AND WITH ALL FAULTSprovided the Commencement Date, Rent and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything Tenant’s other obligations with respect to the contrary contained in this Lease, if within Expansion Premises shall be postponed for the period (not to exceed thirty (30) days following Landlorddays) that Tenant is not reasonably able to occupy the Expansion Premises because Landlord fails by (without contributory fault by Tenant or Tenant’s delivery of space planners, architects, contractors, agents and employees) to: (i) deliver possession of the Expansion Premises, and (ii) substantially complete any improvements to the Expansion Premises required to be performed by Landlord under this Lease by the Commencement Date for the Expansion Premises set forth in Section 1. No postponement of rent shall occur in the event there exist any delays due to Tenant, it is determined that any of its space planners, architects, contractors, agents or employees. Any such delay in the mechanical or utility systems serving any portion of the Premises was Commencement Date shall not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by subject Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant liability for loss or any subsequent alterations or improvements made to the Premises by or on behalf of damage resulting therefrom, and Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to recourse with respect thereto shall be in good working order (but Landlord shall not be liable for any increased costs the postponement of such corrective work resulting from the particular use of the Premises by Tenant)Rent and other obligations described herein.

Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The Tenant’s taking of possession of the Premises by Tenant shall be conclusive evidence conclusively establish that the Premises Project, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good order good, sanitary and satisfactory condition when the Tenant took possessionand repair and without any obligation on Landlord's part to make any alterations, excluding items of damage caused by Tenant upgrades or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordimprovements thereto. Notwithstanding anything to the contrary contained in Section 11.1 or this LeaseSection 11.2, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order (but with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord shall not warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be liable for any increased costs of such corrective work resulting from the particular expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease; and (iii) as of the Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in their "as is" condition. Notwithstanding the foregoing, Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be responsible for the repair of same, subject to reimbursement by Landlord from the Construction Allowance.

Condition of Premises. The Tenant’s taking Notwithstanding anything in the Lease to the contrary, Tenant is in possession of the Premises shall be conclusive evidence that Premises, and Tenant has and hereby agrees to accept the Premises were in good order its existing “AS-IS,” “WHERE-IS,” and satisfactory condition when the Tenant took possession“WITH ALL FAULTS” condition, excluding items of damage caused by Tenant and Landlord shall have no obligation whatsoever to refurbish or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or otherwise improve the Premises or at any time through the Building and no representation by Landlord or its agents respecting the condition expiration of the Premises or Extension Term; provided, however, notwithstanding the Building have been made foregoing, Landlord shall provide Tenant with an allowance of up to (but not to exceed) a total of $51,305.00 (equal to $1.00 per usable square foot in the Premises) (“Allowance”), which Allowance shall be disbursed to Tenant or relied upon as a reimbursement of Tenant’s expenses paid by Tenant other than to third-parties in connection with leasehold improvements made by Tenant to the Premises, which leasehold improvements shall be constructed in accordance with and subject to all of the existing terms and provisions of the Lease, including, without limitation, Paragraph 4(b) of the Lease. In the event Tenant desires any such reimbursement of the Allowance, Tenant shall notify Landlord of the amounts that Tenant wants reimbursed (and such request shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within sixty (60) days following the Extension Term Commencement Date, and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such amounts Tenant desires to have reimbursed within said sixty (60) day period, Tenant shall not be entitled to any such reimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, or such portion thereof as Tenant may be contained in this Lease. Tenant accepts the Premises AS-ISentitled to, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been shall be made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession after each and all of the Premises following conditions shall have been satisfied: (a) the improvements shall have been completed in accordance with the plans submitted to Tenantand approved by Landlord in accordance with Paragraph 4(b) of the Lease; (b) Tenant shall have delivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, it is determined that suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the construction or installation of the leasehold improvements have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the leasehold improvements; and (d) Tenant shall not then be in default of any of the mechanical or utility systems serving any portion provisions of the Premises was not Lease. Tenant acknowledges and agrees that any obligations of Landlord originally existing in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord Lease to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or complete leasehold improvements made and/or furnish allowance with respect to the Premises by Premises, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such obligations are hereby null and void and of no further force or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)effect.

Condition of Premises. The Tenant’s taking possession of Tenant hereby agrees that the Premises shall be conclusive evidence taken "as is", "without any representations or warranties", subject to latent defects and except as expressly set forth herein, and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant's purposes. The Premises shall be initially improved as provided in, and subject to, the terms of this Lease and the Tenant took possessionWork Letter attached hereto as Exhibit C and made a part hereof. The work described on attached Exhibit C is referred to herein as the "Tenant's Work." Landlord reserves the right from time to time, excluding items of damage caused but subject to payment by and/or reimbursement from Tenant or its agentsas otherwise provided herein: (i) to install, independent contractors or suppliers. No promise use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Landlord to alterBuilding pipes, remodel or improve ducts, conduits, wires, appurtenant fixtures, and mechanical systems, in the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges provided that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to such work does not unreasonably interfere with Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular 's intended use of the Premises by Tenant and/or Tenant's operations within the Premises, and provided that such work does not reduce the size of the Premises, (ii) to alter, close or relocate any subsequent alterations facility in the Common Areas or improvements made otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise, provided that Landlord provides adequate substitute facilities and provided that such work does not reduce the size of the Premises, and (iii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall use commercially reasonable efforts to minimize interference with Tenant's business. Notwithstanding the foregoing, to the extent that Landlord requires access to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as in order to cause such systems to be in good working order (but Landlord shall not be liable for exercise any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)rights contained herein, such access shall be subject to the requirements set forth in Article 13 herein.

Condition of Premises. The Tenant’s taking Subject to the completion of the Tenant Improvements described in the Work Letter attached as Exhibit C to this Lease, Tenant agrees to accept possession of the Premises shall be conclusive evidence and agrees that the Premises were in good order is suitable for the Permitted Use and satisfactory condition when to Tenant in all respects, subject to (i) any “punch list” items identified to Landlord pursuant to the Work Letter, if any, and (ii) Tenant’s right to give Landlord written notice of any latent defects within six (6) months following the Commencement Date. Other than as may be expressly provided in this Lease, Landlord has made no representations or warranties to Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of regarding the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the physical condition of the Premises and hereby expressly disclaims all representations and warranties, express, implied or statutory, with respect to the Building have been made Premises and any and all leasehold improvements and fixtures contained therein; provided that Landlord agrees to transfer to Tenant any warranties received by Landlord with respect to the Tenant Improvements or relied upon any equipment to be maintained by Tenant other than as may be contained in pursuant to this Lease. Tenant accepts further acknowledges and agrees that, except for Landlord’s obligations as provided in said Work Letter and in THIS Section 2.2 and Section 8.1 hereof, Landlord has no obligation to install or construct any leasehold improvements or to make any alterations or modifications to the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates as a condition of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in Tenant’s execution of this Lease, if within thirty (30) days following Landlord’s delivery of possession of . It is further understood and agreed that Landlord shall be obligated to deliver the Premises to TenantTenant on the Commencement Date in compliance with all federal, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant)state and local laws, then Landlord shallordinances, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)rules and regulations.

Condition of Premises. [THIS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The TenantBUYER agrees that he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the Buyer’s taking possession building inspections were completed, on an "as is" basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are in working order and will be in the same condition at the time of closing as they were on the date that all the BUYER’s building inspections were completed, reasonable wear and tear excepted. SELLER represents that the floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor SELLER's agents have made any representations or warranties as to said Premises on which BUYER has relied other than as expressly set forth in this Agreement. The SELLER agrees that the condition of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when same on the Tenant took possession, excluding items date of damage caused by Tenant or its agents, independent contractors or suppliers. No promise closing of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant title as of the delivery of possession of date that all the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made BUYER’s building inspections were completed, reasonable wear and tear excepted, subject to the Premises by or on behalf provisions of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Paragraph 11 hereof.

Condition of Premises. The Tenant’s taking possession of 2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in and to the Demised Premises shall be conclusive evidence described in Exhibit B annexed to this Lease (the "Workletter"). Tenant acknowledges that the Premises were in good order Workletter represents the agreement of Landlord and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord concerning all work to alter, remodel or improve the Premises or the Building and no representation be performed by Landlord or its agents respecting in the condition of Demised Premises and that any work not specifically delineated in the Premises or Workletter shall not be performed by Landlord. Landlord reserves the Building have been made right to Tenant or relied upon by Tenant other than make such changes and/or substitutions in the Workletter as may be contained required by any governmental agency having jurisdiction over the Demised Premises or as may be required by site conditions, subject to Tenant's written approval, which approval shall not be unreasonably withheld or delayed. All of the facilities, materials and work to be furnished, installed and performed by Landlord in this Leasethe Demised Premises pursuant to the Workletter are referred to herein as "Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that Tenant accepts requests Landlord to perform shall not be deemed a portion of Landlord's Work and may be performed by Landlord after payment by Tenant of the Premises AS-IScost of such upgrades or additional work in cash, WHERE-IS AND WITH ALL FAULTSelectronic funds transfer ("EFT") or by check, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made as directed by Landlord; it is expressly understood and agreed that Landlord shall have no obligation whatsoever to perform any such additional work, except as stated expressly in the Workletter and any real estate brokeramendments or addendums thereto, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to unless the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession same is required for the issuance of the Premises to Tenant, it is determined that any certificate of the mechanical or utility systems serving any portion of the Premises was not in good operating condition occupancy for the use contemplated by Tenant Original Premises and for the Expansion Space, as the same is applicable. Attached hereto as Exhibit "T" is a list of Tenant's requested upgrades or additional work that Landlord has agreed as of the delivery of possession of the Premises by Landlord date hereof to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but perform. Landlord shall not be liable obligated to accept any additional requests from Tenant for any increased costs of such corrective additional work resulting from in the particular use of the Demised Premises by Tenant)except as set forth on Exhibit "T".

Condition of Premises. The Tenant’s taking possession of Except as otherwise provided in this Section 6.1 below and the Tenant Work Letter, Tenant shall accept each Suite Space in the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises “AS-IS, WHERE-IS AND WITH ALL FAULTS, ” condition as of the date of execution of this Lease and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of date Landlord delivers possession of each such applicable Suite Space in the Premises to Tenant, it is determined that and Landlord shall have no obligation to (a) perform any work therein, including, without limitation, demolition of any improvements existing therein or the mechanical design, permitting or utility systems serving construction of any portion tenant finish work, alterations or other improvements therein, or (b) pay for, or reimburse Tenant for, or provide Tenant with an allowance to help Tenant pay for, any costs related to the demolition or the design, permitting or construction of any alterations or improvements therein. Notwithstanding the Premises was not in good operating condition for foregoing to the use contemplated by Tenant contrary, if (i) as of the date of delivery of possession of the Premises by Landlord to Tenant of each Suite Space in the Premises, the Building’s base building mechanical, electrical, gas, HVAC, plumbing and/or life-safety systems serving such Suite Space are not in good order, condition and repair (but without regard a “Defective Condition”), and (ii) Tenant becomes aware and delivers to any subsequent particular use Landlord written notice (the “Defect Notice”) of such Defective Condition described hereinabove by the Premises by Tenant or any subsequent alterations or improvements made to date which is six (6) months after such date of delivery (the Premises by or on behalf of Tenant“Outside Date”), then Landlord shall, at Landlord’s sole costcost and expense, promptly do that which is necessary to correct such Defective Condition identified in the Defect Notice (the “Corrective Work”) within a reasonable period of time after Landlord receives the Defect Notice. If Tenant fails to deliver the Defect Notice to Landlord on or prior to the applicable Outside Date, Landlord shall have no obligation to perform such corrective work so as to cause such systems to be in good working order the Corrective Work described hereinabove (but Landlord such release of such obligation shall not be liable for any increased costs relieve Landlord of such corrective work resulting from the particular use of the Premises by Tenantits other obligations under this Lease, including under Section 8.1 below).

Condition of Premises. The Except as otherwise agreed to in writing, Tenant’s 's taking possession of the Premises shall be conclusive evidence as against the Tenant that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding subject to punch list items of damage caused by Tenant or its agents, independent contractors or suppliersand latent defects. No promise of the Landlord to alter, remodel remodel, repair or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made by Landlord to Tenant or relied upon by Tenant Tenant, other than as may be contained herein or in this Leasea separate agreement signed by Landlord and Tenant. Tenant accepts shall, at the termination or expiration of this Lease or upon Tenant's abandonment of the Premises, (i) surrender the Premises ASto Landlord in broom-ISclean and in good condition and repair - normal wear and tear, WHERE-IS AND WITH ALL FAULTScasualty and condemnation excepted, and acknowledges that no representationsif not returned to Landlord in broom-clean and good condition (normal wear and tear, warrantiescasualty and condemnation excepted), guaranteesthen Tenant shall pay Landlord the cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord's demand; (ii) return all keys to Landlord; (iii) at its sole expense, promisesremove any of Tenant's equipment which may cause contamination of the property; (vi) clean up any existing contamination caused by Tenant or Tenant's employees, statements agents, contractors, or estimates invitees in compliance with all Environmental Requirements; and (v) leave the Premises totally free of any nature whatsoever upon which contamination caused by Tenant is relying whether written or oralTenant's employees, express agents, contractors or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordinvitees. Notwithstanding anything Landlord warrants that to the contrary contained in best of Landlord's knowledge and based on an environmental assessment performed by an independent company that the Project on the date of the execution of this Lease, if within thirty (30) days following Landlord’s delivery of Lease and on the date possession of the Premises to Tenant, it is determined that given the Tenant is free of any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by environmental contamination. Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable responsible for any increased costs of such corrective work resulting from the particular use of the Premises contamination not caused by Tenant), its employees, agents, contractors, or invitees.

Condition of Premises. The TenantSubject to Landlord’s taking possession of repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises shall be conclusive evidence taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant’s purposes, and Tenant took possessiondoes hereby waive and disclaim any objection to, excluding items cause of damage caused by Tenant action based upon, or claim that its agents, independent contractors obligations hereunder should be reduced or suppliers. No promise limited because of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant Project or relied upon by Tenant other than as may be contained in this Leasethe suitability of same for Tenant’s purposes. Tenant accepts acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises ASor the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-IS, WHERE-IS AND WITH ALL FAULTSdescribed condition. The Premises shall be initially improved as provided in, and acknowledges that no representationssubject to, warranties, guarantees, promises, statements or estimates the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in date of this Lease, if within thirty together with the Improvements (30as defined in the Tenant Work Letter) days following Landlord’s delivery of possession of may be collectively referred to herein as the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by “Tenant as of the delivery Improvements.” The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Premises by Tenant Civil Code of California or any subsequent alterations or improvements made successor provision of law. Landlord agrees to cause the electrical, plumbing, heating, ventilation and air conditioning and other systems serving the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use as of the Premises by Tenant)Commencement Date. Notwithstanding the foregoing, if Tenant fails to notify Landlord within ninety (90) days after the Substantial Completion of the Improvements that any of the foregoing items are not in good working order and condition, then such items shall be deemed to be in good working order and condition and Tenant shall have no further right hereunder to claim otherwise, except for Landlord’s ongoing obligations under this Lease.

Condition of Premises. The Tenant’s taking possession Except as set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant Landlord has made any representation or its agents, independent contractors or suppliers. No promise of the Landlord warranty with respect to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises Premises, the Buildings or the Building have been made to Tenant Project, or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything with respect to the contrary contained suitability of the Premises, the Buildings or the Project for the conduct of Tenant's business. Except as set forth in this Lease, if within thirty (30) days following Tenant acknowledges that Tenant agrees to accept the Premises in its condition "as is" as of the Execution Date, subject to the provisions of this Section 5, the Work Letter and Landlord’s delivery ongoing repair and maintenance obligations. For purposes of possession Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). Notwithstanding anything above to the contrary, during the first twelve (12) months of the Lease Term, Landlord will ensure that the base, shell and core of the Building serving the Premises (including the mechanical, electrical, HVAC and plumbing systems), based solely on a typical, legally compliant occupancy of the Premises to based on Tenant, it is determined that any 's Permitted Use of the mechanical or utility systems serving Premises, is in good condition, and in the event of any portion breach of the Premises was foregoing warranty, Landlord shall be responsible, at its sole cost and expense, which shall not be included in good operating condition Operating Expenses, for correcting such defects as soon as reasonably possible after receiving notice thereof from Tenant’ provided, however, that if Tenant fails to give Landlord written notice of any items described above within twelve (12) months after the use contemplated by Tenant Term Commencement Date, then the correction of any such items shall, subject to Landlord’s repair obligations in this Lease, be Tenant’s responsibility at Tenant’s sole cost and expense; provided, however, that with respect to any HVAC units which Landlord is not replacing (as described below) then such warranty shall apply to the entire seventy-two (72) month initial Lease Term. As part of the delivery of possession Tenant Improvement work, Landlord shall replace eight (8) of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of existing HVAC units serving the Premises by Tenant or any subsequent alterations or improvements made to (all as described on Exhibit G attached hereto) ensure that the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be remaining units are in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use as of the Premises by Tenant)Term Commencement Date.

Condition of Premises. The Tenant’s taking possession Landlord shall cause the following elements of the Project and the Premises to be in good working order, condition and repair as of the date of delivery of the Premises to Tenant for construction of Improvements therein pursuant to the Tenant Work Letter attached hereto as Exhibit “D”: (i) the heating, ventilating and air conditioning systems of the Project, (ii) the electrical system of the Project, (iii) the fire/life safety system of the Project, (iv) the plumbing system of the Project, and (v) the structural portions of the 26672 Building and the 26642 Building including, without limitation, ground floor slabs which shall, without limitation, have moisture content acceptable for construction of the Improvements as provided in Section 1 of the Tenant Work Letter. The foregoing obligation of Landlord shall not, however, include any such items to the extent such items will be demolished or modified by Tenant in connection with Tenant’s construction of the Improvements pursuant to the Tenant Work Letter. If any such items specified in this Article 8 above are not in good working order, condition and repair as of such date, then as Tenant’s sole remedy, upon notice from Tenant, Landlord shall, at Landlord’s sole cost and expense, cause such items to be in good working order, condition and repair; provided, however, that, unless and to the extent such items are not in good working order, condition and repair as a result of latent defects not reasonably discoverable by an inspection of the Project or Premises, if Tenant fails to so notify Landlord in writing that any such items are not in good working order, condition and repair within fifteen (15) business days after Landlord’s delivery of the Premises to Tenant for construction of Improvements therein, Landlord shall be conclusive evidence deemed to have satisfied its obligations with respect to this Article 8 above. Furthermore, Landlord shall, at Landlord’s sole cost and expense, (a) cause the Project to comply with any current requirements of the ADA (provided that this obligation shall not apply to the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items nor to any requirements attributable to Tenant’s use of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or Tenant’s specific Improvements within the Building Premises), and no representation (b) cause the Premises, as of the date of delivery of possession thereof, to comply with any applicable Laws regarding mold, mildew, fungus or other dangerous organisms, except to the extent that such areas will be demolished as a part of the Improvements to be constructed by Landlord Tenant pursuant to the Tenant Work Letter. Except as set forth in this Article 8 above, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its agents respecting obligations hereunder should be reduced or limited because of the condition of the Premises or the Building have been made to Project or the suitability of same for Tenant’s purposes. Tenant or relied upon by Tenant other than acknowledges that, except as may be contained set forth in this Lease. Tenant accepts Article 8, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises ASor the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease and let the Premises in the above-ISdescribed condition. Nothing contained herein is intended to, WHERE-IS AND WITH ALL FAULTSnor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and acknowledges that no representationssubject to, warranties, guarantees, promises, statements or estimates the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in date of this Lease, if within thirty together with the Improvements (30as defined in the Tenant Work Letter) days following may be collectively referred to herein as the “Tenant Improvements.” Subject to Landlord’s delivery of possession of obligations as provided in this Article 8 above, the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Premises by Tenant Civil Code of California or any subsequent alterations or improvements made to the Premises by or on behalf successor provision of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)law.

Condition of Premises. The TenantExcept to the extent that Landlord is obligated to construct improvements in the Premises, as provided on a Rider 101 attached to this Lease, and except for Landlord’s taking possession agreement to complete or correct “punch list items,” as described in the second paragraph of this Section 4.01, the Premises shall be conclusive evidence that the Premises were in good order are delivered to Tenant and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the are being leased “AS IS” and “WITH ALL FAULTS,” and Landlord to alter, remodel or improve the Premises or the Building and makes no representation by Landlord or its agents respecting warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability, fitness or suitability for particular purpose of the Premises, or that the Building or the Building improvements to the Premises have been made to Tenant or relied upon by Tenant other than as may be contained constructed in this Leasea good and workmanlike manner). Tenant accepts the Premises AS-ISTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHERE-IS LANDLORD HEREBY DISCLAIMS, AND WITH TENANT WAIVES THE BENEFIT OF, ANY AND ALL FAULTSIMPLIED WARRANTIES, and acknowledges that no representationsINCLUDING IMPLIED WARRANTIES OF HABITABILITY, warrantiesFITNESS OR SUITABILITY FOR PURPOSE, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent LandlordOR THAT THE BUILDING OR THE IMPROVEMENTS IN THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery The taking of possession of the Premises by Tenant conclusively establishes that the Premises and the Building were at that time in satisfactory order and condition except for (i) minor matters of structural, mechanical, electrical, and finish adjustment in the Premises (commonly referred to as “punch list items”) specified in reasonable detail on a list delivered by Tenant to Landlord to within fifteen (15) days after the date on which Tenant (but without regard to any subsequent particular use takes possession of the Premises by and (ii) defects not discoverable on inspection and about which Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then notifies Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order within one (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use 1) year after taking possession of the Premises by Tenant)Premises. Landlord neither makes nor offers any other construction warranties of any kind or nature whatsoever.

Condition of Premises. ‌ Tenant hereby acknowledges that this Lease is entered into by Landlord pursuant to the provisions of California Streets and Highways Code Section 104.30 which identifies a temporary shelter/feeding program as a public use, and that authorization allows but does not mandate lease of highway airspace for temporary shelter/feeding program use. The Tenant’s taking possession use of the Premises shall for a temporary shelter must be conclusive evidence that consistent with the Governor’s signing document enacting similar Streets and Highways Code sections and only be for temporary shelter use and not permanent housing. Such temporary use does not create a right of occupancy (Exhibit “B”). Further, any structure erected on the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliersmust be a temporary structure only and not permanent. No promise Xxxxxxxx has conducted no inspection of the Landlord Premises to alter, remodel or improve determine suitability of the Premises for the intended use, and Tenant is solely responsible for conducting a sufficient inspection, prior to entering into this Lease, for determining the suitability of the Premises for its intended use. By signature of its authorized representative herein, Tenant hereby certifies and agrees that it has conducted its own inspection of the Premises and is entering into this Lease solely upon reliance of its own inspection and not on the basis of any promises or obligations of Landlord other than those set forth herein. Tenant hereby accepts the Building Premises in their “AS-IS” condition, with all faults, both known and no unknown, which would have been discovered in the course of a reasonable inspection, existing as of the date of the execution hereof. Tenant has had an opportunity to inquire and discover all applicable zoning, municipal, county, state and federal laws, ordinances and regulations, governing and regulating the use of the Premises, and accepts this Lease subject thereto without limitation. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation by Landlord or its agents respecting warranty with respect to the condition of the Premises or the Building have been made suitability thereof for the specified use; nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises. Tenant or relied upon by Tenant other than acknowledges that Landlord specifically does not warrant fitness of the Premises for the specified use and specifically does not warrant the Premises fit for human habitation, whatsoever. Except as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained otherwise expressly provided in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery taking of possession of the Premises by Tenant shall constitute acknowledgement that the Premises are in good condition, and Xxxxxx agrees to accept the Premises in their presently existing condition "AS-IS", and that Landlord shall not be obligated to make any improvements or modifications thereto. Tenant is a political subdivision with the staff and resources necessary to investigate the condition of the Premises and hereby agrees and acknowledges that it has made a sufficient investigation of the condition of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials as defined in Section 5.6) and is satisfied that the Premises will safely support Tenant’s use and type of improvements, if any, to be constructed and maintained by Tenant upon the Premises. Tenant’s investigation sets a base line condition as documented in Exhibit “C” and shall be used to determine if improvements are required to make the Premises safe for homeless clients and facility staff. Investigation included a Phase I Environmental Site Assessment (ESA) (as defined in Exhibit “F”) reviewed and accepted by Landlord and any invasive sampling indicated by the results of the ESA or required by a regulatory agency with jurisdiction. Tenant hereby acknowledges and agrees that the Premises are otherwise fully fit physically for the uses required and permitted by this Lease and that Xxxxxx accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that Landlord does not know nor has reasonable cause to believe that any release of any hazardous material, other than the Aerially Deposited Lead (ADL) discussed below, has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, Landlord has made available to Tenant, for review and inspection, records in the possession or control of Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials and that upon discovery of hazardous materials, Tenant shall promptly disclose the information to Landlord and such information shall be listed in Exhibit “C”; (4) by signing this Lease Tenant represents to Landlord that, except for ADL and as otherwise may be stated in Exhibit “C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to believe that any release of hazardous material has come to be located on or beneath the Premises; (5) the hazardous substances, other those listed in Exhibit “C”, which are introduced to the Premises, or exposed or disturbed, during Tenant’s period of use and possession as tenant of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations; and (6) the hazardous substances, other than those listed in Exhibit “C”, which are found on the Premises during Tenant’s use, possession, or development of the Premises shall be completely remediated and removed by Tenant at no cost or expense to Landlord and in full compliance with all applicable laws, regulations, permits, approvals and authorizations. The term “hazardous substance,” as used herein, has the same meaning as that definition under Section 25316 of the California Health and Safety Code. Xxxxxx agrees that, except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to Landlord to take all actions necessary, off as well as on the Premises, to improve and continuously use the Premises as required by this Lease and in compliance with all applicable laws and regulations. Tenant expressly acknowledges and understands that (but without regard to any subsequent particular 1) use of the Premises for a temporary emergency shelter/feeding program is being allowed at Tenant’s request; (2) the Premises are not designed for temporary emergency shelter/feeding program use; and (3) the Premises lie in close proximity to a State Highway presenting an increased risk of exposure for clients of a temporary emergency shelter/feeding program operated on the Premises to vehicular emissions, including the possible exposure to ADL. Tenant further expressly acknowledges and understands that the operation of the State Highway will continue at all times during the anticipated term of this Lease, and that normal highway traffic, highway operations, and the foreseeable misuse of a State Highway by Tenant or any subsequent alterations or improvements made motorists and members of the traveling public may present unique risks to the Premises by or clients of a temporary emergency shelter/feeding program operating on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Premises.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, during the first twelve (12) months of the initial Lease Term, the Base, Shell and satisfactory condition when Core of the Tenant took possession, excluding items Building and all Base Building Work (as defined in Section 1 of damage caused Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve in the Premises or the Building and no representation by Landlord or its agents respecting the condition Tenant's use of the Premises Premises, contains defects or does not comply with the Building have been made Requirements in effect at the time of Landlord's construction of the same (unless such defect or non-compliance arises out of any Alterations or Tenant's use of the Premises), then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise expressly permitted in Section 4.2 hereof), for correcting any such non-compliance or defects as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that with respect to latent defects, if Tenant or relied upon by fails to give Landlord written notice of any such defects within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant other than as may pursuant to Section 7.1 hereof), be contained in this LeaseTenant's responsibility at Tenant's sole cost and expense. Tenant accepts the Premises AS-ISalso acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the Building, or the Project or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the conduct of Tenant's business and any Requirements which apply to the same (including, but not limited to, any zoning/conditional use contemplated by permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in the Tenant as of Work Letter, the delivery taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (but without regard CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by any Requirements now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to any subsequent particular use Requirements, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the Premises parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the Effective Date; (B) any subsequent alterations CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or improvements made Project in any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by or on behalf such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of Tenantconstruction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall, at Landlord’s sole cost, promptly shall perform such corrective work so improvements, alterations, modifications and/or repairs as and to cause the extent required by any Requirements to correct such systems to be in good working order (but violations, and Tenant shall reimburse Landlord shall not be liable for any increased costs the cost of such corrective work resulting improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from the particular use of the Premises by Tenant)Landlord.

Condition of Premises. The Tenant’s taking possession Except as otherwise set forth herein, Landlord shall have no obligation for the completion or remodeling of the Reduced Premises and Tenant shall accept the Reduced Premises in its “as is” condition and configuration as of the Extension Commencement Date. Notwithstanding the foregoing, subject to Section 10 below, Landlord agrees, as its only obligation hereunder with respect to remodeling of the Reduced Premises (other than the Additional Allowance described herein), at its sole cost and expense to the extent of the sum of [*] ([*]) per RSF in the Premises (the “Construction Allowance”), to finish the Reduced Premises with Building Standard (as hereinafter defined) improvements of the scope to be mutually agreed upon and which, shall then be attached as Exhibit B hereto and incorporated herein (the “Finish Work”) in accordance with a mutually agreed upon space plan, which, upon its completion, shall be conclusive evidence that attached as Exhibit C hereto and incorporated herein by this reference (the “Space Plan”) using a mutually acceptable contractor. The Construction Allowance may be used by Tenant for costs of the Finish Work including the architectural design, permitting, engineering, construction, signage and project management thereof, as well as voice and data cabling, security, furniture, moving and restacking. Other than as set forth on the Space Plan, Landlord shall have no obligations for the completion or remodeling of the Reduced Premises, and Tenant shall accept the Reduced Premises in their “as is” condition on the Extension Commencement Date. “Building Standard” as used herein shall mean building standard tenant finish items prestocked or in place in the Premises were in good order which Landlord normally provides to tenants (e.g., ceiling grid, paint, sprinklers, HVAC and satisfactory condition when similar items). Tenant agrees that because Tenant is currently occupying the Tenant took possession, excluding items Reduced Premises and will continue to occupy the Reduced Premises as of damage caused by Tenant or the Extension Term Commencement Date that Landlord (its agents, independent contractors or suppliers. No promise employees and contractors) shall have the right to enter the Reduced Premises to allow Landlord to perform certain construction and remodeling work in connection with the construction of the Finish Work. Tenant acknowledges and that because Landlord will perform the Finish Work in and about the Reduced Premises, that certain interruption and interference with Tenant’s business will likely occur. Landlord will use reasonable efforts to alterattempt to minimize the interferences with Tenant’s business during the construction of the Finish Work. Nevertheless, remodel Tenant waives (a) any and all claims against Landlord based on constructive eviction and loss of use or improve business; and (b) any and all claims against Landlord for any interruption and interference with Tenant’s business during Landlord’s construction activities including constructive eviction. Landlord or its agent shall supervise the Premises or Finish Work, make disbursements required to be made to the contractor, act as a liaison between the contractor and Tenant and coordinate the relationship between the Finish Work, the Building and no representation the Building’s systems. In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of the total construction costs of the Finish Work (excluding the construction supervision fee and any other cost items not directly supervised by Landlord as are more particularly identified on the scope of Finish Work to be attached as Exhibit C hereto). At Tenant’s election, Landlord shall contribute an additional sum not to exceed [*] ([*]) per RSF in the Reduced Premises (the “Additional Allowance”) solely toward additional permanent leasehold improvements for or its agents respecting in the condition Premises, excluding any costs related to Tenant’s furniture or fixtures. The amount of the Premises or the Building have been made to Tenant or relied upon Additional Allowance actually utilized by Tenant other than shall be amortized as may be contained in this Lease. Tenant accepts additional Base Rent over the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or impliedinitial Term at nine percent (9%) per annum, in fact the same manner as a loan having equal monthly payments of principal and interest. Tenant’s election to use all or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any a portion of the Premises was not Additional Allowance shall be made by written notice to Landlord given no later than upon approval of the Space Plan. If Tenant elects to receive the Additional Allowance, then within ten (10) days after Landlord’s request, Tenant shall execute and return an amendment (in good operating condition form reasonably acceptable to Tenant) modifying the Base Rent accordingly. If Tenant fails timely: (i) to make its election regarding utilization of the Additional Allowance; or (ii) to execute and return the required lease amendment, then Landlord shall automatically be released from its obligation to contribute the Additional Allowance, whereupon Tenant shall promptly pay Landlord the full amount of any out of pocket costs of the Finish Work in excess of the Construction Allowance in accordance with this Section 5 (i.e., in accordance with the provision below describing the fifty percent (50%) payment method). If, for any reason, less than all of the Extension Term remains at the time the required lease amendment is executed and returned to Landlord, then Tenant shall, upon demand, promptly pay all amortization payments (including interest) which would have been payable for the use contemplated elapsed portion of the Term through the month in which such lease amendment is actually so executed and returned. Any failure by Tenant to make any payments required under the foregoing provisions within ten (10) days after notice shall constitute an Event of Default under the Lease as amended by this Amendment. In the event Tenant does not elect or fails to timely elect to utilize the Additional Allowance, all out of pocket costs for performing the Finish Work in excess of the delivery of possession Construction Allowance shall be paid by Tenant. In the event Tenant timely elects to utilize the Additional Allowance, all costs for performing the Finish Work in excess of the Premises Construction Allowance and Additional Allowance shall be paid by Tenant. Tenant shall pay to Landlord fifty percent (50%) of the amount by which the total costs for the Finish Work will exceed the Construction Allowance (and, if applicable the Additional Allowance) prior to Landlord beginning the Finish Work and the remaining fifty percent (50%) after Landlord completes the Finish Work. The Construction Allowance and the Additional Allowance, if applicable, shall not be disbursed to Tenant in cash, but shall be applied by Landlord to Tenant (but without regard to any subsequent particular use the payment of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use Finish Work if, and when the cost of the Premises Finish Work is actually incurred and paid by Tenant)Landlord. Subject to force majeure and items within the control of Landlord, the Construction Allowance and the Additional Allowance, if applicable, must be used within twelve (12) months following the Extension Commencement Date or shall be deemed forfeited with no further obligation by Landlord with respect thereto.

Condition of Premises. The Tenant’s taking possession parties hereby acknowledge that Tenant is in occupancy of the Premises and, notwithstanding anything to the contrary herein or in the Lease contained, Tenant shall take the Premises “as-is”, in the condition in which the Premises are in as of January 1, 2005, without any obligation on the part of Landlord to prepare or construct the Premises for Tenant’s occupancy or to perform any work whatsoever in or about the Premises and without any warranty or representation by Landlord as to the condition of the Premises, except as may otherwise be conclusive evidence expressly provided in this Amendment. Notwithstanding the foregoing, Landlord agrees that the Premises were and, to the extent applicable, the Building shall comply with the Base Building Conditions set forth in good order and satisfactory condition when Exhibit B attached hereto. To the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord extent that any work is required to alter, remodel or improve make the Premises or the Building and no representation by Landlord or its agents respecting Building, as the condition case may be, comply with such requirements, the cost of such work shall be allocated as otherwise provided in the Premises or Lease (e.g., if the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts cost of such work would constitute Operating Costs under the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any then a portion of the Premises was not in good operating condition for the use contemplated by Tenant same shall be reimbursed to Landlord as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made additional rent if and to the Premises by or on behalf of Tenantextent otherwise required under the Lease). [/*/ CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)AS AMENDED.

Condition of Premises. The At Landlord’s sole cost and expense, Landlord shall provide new Building standard carpet and paint throughout the interior of the Premises, in colors mutually acceptable to Landlord and Tenant. Additionally, Landlord will provide to Tenant a Tenant Improvement Improvement/Moving allowance in the amount of five dollars ($5.00) per usable square foot (the “Tenant Allowance”) which shall be paid by Landlord no earlier than Lease commencement on receipt of Tenant’s taking possession of invoice. Except as provided above in this Section 13, the Premises shall be conclusive evidence delivered by Landlord and accepted by Tenant in their “as-is” condition; provided that Landlord warrants that all existing lights, HVAC, electrical and base operating features and systems within the Premises were shall be in good working order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise as of the Landlord to alter, remodel or improve Commencement Date and delivery of the Premises to Tenant. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or the Building and no representation by Landlord or its agents respecting warranty with respect to the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything with respect to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery suitability of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition either for the use contemplated by Tenant as conduct of the delivery Tenant’s business. The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use shall establish that the Premises and the Building were at such time in satisfactory condition and that Tenant has accepted the condition of the Premises by Tenant and the Building in their “as-is” condition. Notwithstanding the foregoing, to Landlord’s current, actual knowledge (without duty of investigation or any subsequent alterations or improvements made to further inquiry), the Premises by were constructed in accordance with applicable laws then in effect. Landlord has received no written notice of any pending or on behalf threatened action or proceeding relating to a violation of Tenant)any law, then including the Americans with Disabilities Act (“ADA”) governing the Premises. Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as indemnifies Tenant with respect to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use ADA compliance of the Premises by Tenant)Building, but only with respect to common area portions thereof.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order and satisfactory its "As Is" condition when on the Tenant took possessionLease Commencement Date; provided, excluding items of damage caused by Tenant or its agentshowever, independent contractors or suppliers. No promise in the event that, during the first twelve (12) months of the Landlord to alterLease Term, remodel or improve the Premises or Base, Shell and Core of the Building and no representation by Landlord or its agents respecting Tenant Improvements (as defined in Section 1 of Exhibit B) which includes the condition Systems and Equipment, the base building HVAC, plumbing, life safety and electrical systems of the Premises Building as well as the roof and roof membrane, in its condition existing as of such date (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the Building have been made extent required by applicable laws, and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant or relied upon by Tenant other than as may pursuant to Section 7.1 hereof), be contained in this LeaseTenant's responsibility at Tenant's sole cost and expense. Tenant accepts the Premises AS-ISalso acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant's business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if within thirty (30any are required) days following shall not affect Tenant's obligations under this Lease). Subject to Landlord’s delivery of possession of obligations hereunder, the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery taking of possession of the Premises by Landlord Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord's part to Tenant (but without regard to make any subsequent particular use alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to applicable laws, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written 879352.05/SD374622-00001/3-28-19/MLT/bp -2- GENESIS SSF - TWO TOWER PLACE[Fluidigm Corporation] notice delivered by Tenant to Landlord on or before that date which is ten (10) days after the date hereof; (B) any subsequent alterations CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or improvements made Project in any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the "CASp Reports") and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by or on behalf such CASp inspection ordered by Tenant; and (E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of Tenantconstruction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall, at Landlord’s sole cost, promptly shall perform such corrective work so improvements, alterations, modifications and/or repairs as and to cause the extent required by applicable laws to correct such systems to be in good working order (but violations, and Tenant shall reimburse Landlord shall not be liable for any increased costs the cost of such corrective work resulting improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from the particular use of the Premises by Tenant)Landlord.

Condition of Premises. The Landlord shall deliver possession of the Premises to Tenant on the Commencement Date free of all tenants and occupants and otherwise in compliance with this Lease. Tenant has inspected the Premises and agrees (a) to accept possession of the Premises in the condition existing as of the Commencement Date, in “as is” condition, (b) that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises or the Building, and (c) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s taking possession use and occupancy. Tenant shall, at its own cost and expense, in accordance with and subject to the terms and provisions of this Lease, perform or cause to be performed any and all work necessary to prepare the Premises for Tenant’s initial occupancy (“Tenant’s Work”). The Building is equipped with telecommunications systems for RCN and Verizon. Landlord shall provide Tenant and/or Tenant’s telecommunications companies with the access to the existing conduits and chases of the Building for the installation and operation of Tenant’s telecommunication systems, including but not limited to voice, video, data and other telecommunications services; provided, however, that any such access, installation and operation shall be subject to Landlord’s prior approval in each case, which approval will not be unreasonably withheld, conditioned or delayed. Tenant’s occupancy of any part of the Premises shall be conclusive evidence evidence, that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of has accepted possession of the Premises to Tenantin its then-current condition, it is determined and that any of at the mechanical or utility systems serving any portion of time such possession was taken, the Premises was not and the Building were in a good operating and satisfactory condition for the use contemplated as required by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)this Lease.

Condition of Premises. (a) The Tenant’s taking possession Buyer represents that he has inspected the Property, is satisfied with the physical condition thereof and agrees to accept the Property in its present condition, "as is", subject to reasonable wear and tear to the Closing Date. The Buyer represents that neither Seller nor any representative of the Premises Seller has made any representation or warranty as to the Property on which Xxxxx has relied in entering into this Contract except as expressly set forth in this Contract. The Seller agrees to deliver the Property to the Buyer on the Closing Date in substantially the same condition as exists on the date of this Contract, reasonable wear and tear excepted, and the Buyer agrees to accept the Property in such condition subject to satisfaction of the Inspection Contingency; (b) The grounds shall be conclusive evidence maintained by the Seller until the Closing Date including lawn mowing, leaf raking and snow and ice removal from walks and driveways; (c) Seller shall remove all personal property not included in the sale and shall deliver to the Buyer all keys available to the Seller; (d) The Buyer shall have the right to inspect the Property prior to the Closing at a time mutually agreed upon to confirm that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything Property conforms to the contrary contained in requirements of this LeaseContract. Risk of Loss, if within Damage: The risk of loss or damage by fire or other casualty to the Property until the Closing Date is assumed by the Seller. In the event of loss or damage occurring prior to the delivery of the Deed, Seller shall repair and restore the Property prior to the Closing Date, or, may delay the closing at his option for up to the earlier of thirty (30) days following Landlord’s delivery from the date of possession such loss or damage or the date Buyer's mortgage loan commitment expires ("Delay Period") in order to complete restoration or repairs. If at the expiration of the Premises Delay Period the Seller has failed to Tenantrepair or restore the Property to its condition prior to the loss or damage, it is determined that the Buyer shall have the option of: (a) Terminating this Contract, in which event the Deposit together with any amounts actually expended by the Buyer for the examination of title (not to exceed $250.00) shall be remitted to the Buyer and thereupon the parties shall have no further rights and obligations under this Contract; or (b) Closing title by accepting the Deed conveying the Property in accordance with all of the mechanical other provisions of this Contract and receiving the benefit of any insurance policies or utility systems serving funds paid or recoverable on account of such loss or damage, less any portion sums actually expended by the Seller for restoration or repairs. The Seller shall not be responsible for loss or damage to trees or other plantings due to natural causes provided such loss or damages does not exceed $250. Escrow of Deposit: The Initial Deposit and Additional Deposit (collectively the "Deposit") shall be paid not later than the date(s) specified in Paragraph 5. Seller's attorney, as escrow agent, shall hold the Deposit in a non-interest bearing account until Closing or prior termination of this Contract. The Deposit shall be paid to the Seller at Closing. In the event of termination prior to Closing, the escrow agent shall (a) retain the Deposit in escrow until directed to disburse the Deposit by mutual agreement of the Premises was parties or by court order; or (b) commence an interpleader action and pay the Deposit into court whereupon the escrow agent shall be relieved of all further obligation. In the event that the Additional Deposit is not in good operating condition paid when due, Seller may give written notice of such failure to Buyer by certified mail, facsimile or hand delivery and if such Additional Deposit is not paid within five (5) days thereafter, this Contract shall be deemed terminated for Buyer's default and the use contemplated Initial Deposit shall be delivered to and retained by Tenant the Seller as liquidated damages, and thereupon, the parties shall be relieved of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so all further liability hereunder except as to cause such systems to be in good working order (but Landlord otherwise specifically set forth herein. The escrow agent shall not be liable for any increased costs error of such corrective work resulting from the particular use judgment, or for any act performed or omitted in good faith, or for any mistake of the Premises by Tenant).law. , Page 3 of Real Estate Contract Dated: For Property Known As:

Condition of Premises. The Tenant’s taking possession of Tenant acknowledges and agrees that it has had an opportunity to inspect the Premises shall be conclusive evidence that Premises, the Premises were Building, the Site and the Project, and finds the same in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Leaserepair. Tenant accepts the Premises ASPremises, the Building, the Site and the Project in their “then as-ISis” condition as of the date hereof. Tenant also acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the Building, the Site or the Project or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the use contemplated by Tenant as conduct of the delivery Tenant’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Site, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to Exhibit “C” completed and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto; provided, however, Landlord to Tenant (but without regard to any subsequent particular use acknowledges that Tenant’s entry into the Premises during the Early Access Period as set forth in Section 2.3 shall not constitute taking of possession of the Premises by Tenant or any subsequent alterations or improvements made for purposes of this Section with respect to the Premises by condition of the Tenant Improvements or on behalf the satisfaction of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be obligations set forth in good working order (but Landlord Exhibit “C.” Nothing contained in this Section 11.1 shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)limit or affect Landlord’s warranties set forth in Section 11.2.

Condition of Premises. The TenantExcept as provided in Sections 7.2 and 7.3 below, and without limiting Landlord’s taking possession obligations under Paragraphs 7 and 8 of the Original Lease, as amended by this Fifth Amendment, (i) Landlord shall not be obligated to provide or pay for (or contribute any improvement or refurbishment allowance for) any improvements, work or services related to the improvement, remodeling or refurbishment of the Existing Premises and/or the Atlantic Expansion Space, and (ii) Tenant shall be conclusive evidence accept (A) the Existing Premises in its “AS IS” condition as of the Effective Date, and (B) the Atlantic Expansion Space in its “AS IS” condition as of the Effective Date and the Atlantic Expansion Space Commencement Date, except that Landlord shall ensure that the Premises were Atlantic Expansion Space is in good order and satisfactory broom-clean condition when on the Tenant took possessiondate Landlord delivers the Atlantic Expansion Space to Tenant. Notwithstanding the foregoing to the contrary, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise if (1) as of the Landlord to alterAtlantic Expansion Space Commencement Date, remodel or improve the Premises or the Building base, shell and no representation by Landlord or its agents respecting the condition core systems and equipment of the Premises or Atlantic Building which serve the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was Atlantic Expansion Space are not in good operating order, condition for and repair, and (2) Tenant becomes aware thereof and delivers to Landlord written notice (the use contemplated by Tenant as “Non-Compliance Notice”) of such base, shell and core systems and equipment not being in such condition described hereinabove on or before the delivery of possession of date which is ninety (90) days after the Premises by Landlord to Tenant Atlantic Expansion Space Commencement Date (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant“Non-Compliance Outside Date”), then Tenant’s sole remedy shall be that Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order cost and expense (but Landlord which shall not be liable for any increased costs included in Operating Expenses), do that which is necessary to bring such base, shell and core systems and equipment of the Atlantic Building which serve the Atlantic Expansion Space in good order, condition and repair within a reasonable period of time after Landlord’s receipt of the Non-Compliance Notice. If Tenant fails to deliver the Non-Compliance Notice to Landlord on or prior to the Non-Compliance Outside Date, Landlord shall have no obligation to perform the work described hereinabove (but such release of such corrective work resulting from obligation shall not relieve Landlord of its other repair obligations under the particular use Lease, as hereby amended, including, without limitation, Paragraph 8(b) of the Premises Original Lease, as added by TenantSection 9.4(a) below).

Condition of Premises. The Landlord shall deliver the Premises to Tenant in broom-clean condition and free of debris, with the existing Building-standard plumbing, lighting, and HVAC systems (collectively, the “Operating Systems”) in good operating condition. If a non-compliance with such warranty exists as of the Commencement Date, or if one of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant’s taking possession sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the Premises nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the intentional acts, willful neglect or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty sixty (3060) days following Landlord’s after delivery of possession of the Premises to Tenant, it is determined that including any Early Occupancy under Section 4.4 below. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the mechanical obligation of Tenant at Tenant’s sole cost and expense. Tenant acknowledges that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or utility systems serving any portion warranty with respect to the Premises, the Building or the Property or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business, and Tenant shall accept the Premises was not in good operating its then as-is condition for on delivery by Landlord, and (ii) the use contemplated by Tenant as of the delivery acceptance of possession of the Premises by Tenant shall establish that the Premises, the Building and the Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and without any obligation on Landlord’s part to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items that do not materially and adversely interfere with Tenant’s access to or ability to conduct business on the Premises and as identified by the parties to be corrected by Landlord, if any, as provided in the Work Letter. The warranties made by Landlord in this Section 4.3 shall be of no force or effect if immediately prior to the Commencement Date, Tenant (but without regard to any subsequent particular use was the owner or occupant of the Premises by Premises. In such event, Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order (but Landlord shall not be liable responsible for any increased costs of such necessary corrective work resulting from the particular use of the Premises by Tenant)work.

Condition of Premises. The Tenant’s taking Tenant hereby acknowledges and agrees that it is in possession of the Premises shall be conclusive evidence that and has accepted the Premises were same in good order as-is condition, and satisfactory condition when the Tenant took possession, excluding items no agreement of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel remodel, decorate, or improve the Premises or the Building (or to pay for any such work) and no representation by Landlord or its agents respecting regarding the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have has been made by Landlordor on behalf of Landlord to Tenant, except for latent defects in the base Building structural components or base Building systems and except for the Improvement Allowance provided below. The foregoing is not intended to, and shall not be deemed or construed to, release Landlord from any real estate brokerof its obligations under the Original Lease to operate, agentmaintain, employee or attorney-in-fact or at law or purporting to represent Landlordrepair and replace the Premises and Building. Notwithstanding anything the foregoing, Landlord shall make available to Tenant, commencing on the Effective Date hereof, an improvement allowance (the “Improvement Allowance”) in an amount not to exceed the sum of TWO MILLION TWO HUNDRED NINETY THOUSAND THREE HUNDRED TEN AND 00/100 DOLLARS ($2,290,310.00) (or Fifty-Five and 00/100 Dollars [$55.00] per rentable square foot of the Premises), on a draw basis, to be applied toward the hard and soft costs incurred by Tenant in the improvement of the Premises (the “Tenant’s Work”), including but not limited to the contrary contained costs of installing wiring and cabling, telephones, computers, and furniture, fixtures and equipment, including, without limitation, audio visual equipment, in this the Premises and any professional fees incurred by Tenant in connection with such Tenant’s Work. Tenant shall have access to the loading docks, elevators, construction hoists, temporary washrooms and dumpsters in the Building as reasonably designated by Landlord during the Tenant’s Work at no cost to Tenant. Tenant shall, at Tenant’s sole cost and expense and as part of the Tenant’s Work, contract with the electric utility company serving the Building to provide electrical services to the Premises throughout the Extended Term, as more fully provided in Section 4.C of the Original Lease. It shall be a condition of Landlord’s obligation to pay the Improvement Allowance, or any draw thereon, that Tenant shall provide to Landlord contractors’ affidavits and partial or final lien waivers (if applicable) covering all labor, equipment and materials used or expended in connection with the Tenant’s Work, and original invoices reasonably acceptable to Landlord establishing the actual cost of and full payment for all items purchased with the Improvement Allowance. Tenant may periodically request, but not more frequently than once in any calendar month, disbursement of all or portions of the Improvement Allowance and Landlord shall pay such requested disbursement to Tenant within thirty (30) days following Landlordafter receipt of Tenant’s delivery of possession request accompanied by the foregoing items. Any Tenant’s Work shall be performed in strict accordance with the provisions of the Lease. In the event that the cost of the Tenant’s Work exceeds the amount allocated in the Improvement Allowance, Tenant shall be responsible for any excess costs and Landlord shall have no liability in connection therewith. In the event the cost of Tenant’s Work is less than the Improvement Allowance, Tenant may apply up to Six Hundred Eighty-Seven Thousand Ninety-Three and 00/100 Dollars ($687,093.00) of the Improvement Allowance toward additional abatement of Rent after the Abatement Period and any remaining unused funds shall then be returned to or remain the property of Landlord. Landlord shall also provide Tenant with a space planning allowance (the “Planning Allowance”) in an amount not to exceed the sum of FOUR THOUSAND NINE HUNDRED NINETY-SEVEN AND 04/100 DOLLARS ($4,997.04) (or Zero and 12/100 Dollars ($0.12) per rentable square foot of the Premises), to be used solely for expenditure on Tenant’s initial plans and drawings for the Premises and one Landlord-approved revision thereto. Landlord shall disburse the Planning Allowance to Tenant within thirty (30) days after request by Tenant, it is determined that which request shall include invoices establishing the cost of such plans and drawings relating to the disbursement and shall not be made more frequently than once in any calendar month. Tenant shall submit to Landlord for its approval the names of the mechanical general contractors which Tenant would consider using to construct the Tenant’s Work. Tenant shall have the right to competitively bid the Tenant’s Work. Tenant shall select the general contractor which will perform the Tenant’s Work (the “Contractor”) from the general contractors which have been approved by Landlord, which approval shall not be unreasonably withheld, conditioned or utility systems serving delayed. After receipt of a signed copy of the approved working drawings and the required permits and approvals, Tenant will (i) enter into a construction contract with the Contractor for the construction of the Tenant’s Work; and (ii) instruct the Contractor to commence construction of the Tenant’s Work. Before any Tenant’s Work is commenced or the Contractor’s (or any subcontractor’s) equipment is moved onto any portion of the Premises was not Premises, the Contractor shall deliver to Landlord certificates of insurance evidencing to Landlord’s reasonable satisfaction the types of insurance coverages in good operating condition for the use contemplated following minimum amounts, which policies shall be issued by Tenant as of the delivery of possession of the Premises companies reasonably approved by Landlord to Tenant (but without regard to any subsequent particular use of the Premises Landlord, shall be maintained by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf Contractor at all times during the performance of Tenant)construction, then Landlord and which shall, at Landlord’s sole costoption, promptly perform such corrective work so name Landlord as an additional insured as its interest may appear (except for worker’s compensation coverage): (i) worker’s compensation coverage, with limits of at least $100,000 per accident for bodily injury by accident, $500,000 for bodily injury by disease and $200,000 per employee for bodily injury by disease, or statutory limits, whichever is greater; (ii) commercial general liability coverage to cause such systems to be include products/completed operations, broad form property damage and contractual liability with limits of $1,000,000 per occurrence and in good working order the aggregate; and (but iii) automobile liability coverage, both owned and non-owned, with bodily injury limits of at least $1,000,000 per accident for a combined single limit. Tenant shall reimburse Landlord shall not be liable for any increased out-of-pocket costs of such corrective work resulting from and expenses incurred by Landlord in connection with the particular use of the Premises by Tenant)’s Work.

Condition of Premises. The Landlord shall perform the work described in Exhibit E (“Landlord’s Work”). Landlord’s Work shall be substantially complete on or before the Term Commencement Date, subject to force majeure and delays by Tenant. Landlord covenants and represents that Landlord’s taking possession Work shall be completed in a good and workmanlike manner and in compliance with all applicable Legal Requirements. Notwithstanding the foregoing, in the event Tenant requests any changes to Landlord’s Work as described in Exhibit E and such changes result in any increase in the cost of Landlord’s Work, Landlord shall have no obligation to perform such work until Tenant has paid to Landlord the amount of any such increase. Except as expressly set forth herein with respect to Landlord’s Work (as described in Exhibit E), Tenant acknowledges and agrees that Tenant is leasing the Premises shall be conclusive evidence that in its “AS IS,” “WHERE IS” condition and with all faults on the Premises were in good order and satisfactory condition when the Tenant took possessionTerm Commencement Date, excluding items of damage caused by Tenant without representations or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in by law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting and without recourse to represent Landlord. Notwithstanding Except as expressly set forth herein with respect to Landlord’s Work, Tenant acknowledges that it has inspected the Premises and has found the same satisfactory. Except as expressly set forth herein with respect to Landlord’s Work, Tenant agrees that Landlord shall have no obligation to perform any work of construction or repair to render the Premises fit for use or occupation, or for Tenant’s particular purposes or to make them acceptable to Tenant. Landlord is not obligated to provide any rental abatements, improvement allowances, or other payments, credits or allowances of any kind with respect to this Lease except as expressly set forth herein with respect to Landlord’s Contribution. Furthermore, notwithstanding anything to the contrary contained in this Leaseherein, if within thirty (30) days following Landlord’s delivery of possession of Landlord hereby represents and warrants that the HVAC system serving the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use and condition as of the Premises by Tenant)Term Commencement Date.

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession of business. Tenant acknowledges that (a) Tenant is currently occupying the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionPremises, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting is familiar with the condition of the Premises or and agrees to take the Building have been made to Tenant or relied upon by Tenant other than same in its condition “as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant is” as of the delivery Execution Date, subject to the provisions of possession of this Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the improvements to be performed by Landlord to Tenant as more particularly described in Exhibit C attached hereto (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant“Landlord’s Work”), then Landlord shall, . The Landlord’s Work shall be completed at Landlord’s sole costcost and expense and the costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Work no later than December 31, promptly perform 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord does not complete Landlord’s Work prior to such corrective work so as to cause such systems to date for any reason, then (x) this Lease shall not be in good working order void or voidable, (but y) Landlord shall not be liable to Tenant for any increased costs loss or damage resulting therefrom and (z) Tenant shall not be responsible for the payment of such corrective work resulting from the particular use any Base Rent or Tenant’s Share of the Premises by Tenant)Operating Expenses (as defined below) until Landlord completes Landlord’s Work.

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Xxxxxx’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except for performance of the Tenant Improvements and, if properly requested by Tenant, payment of the TI Allowance. Notwithstanding the foregoing, Landlord shall deliver the Premises to Tenant on the Term Commencement Date with the Tenant Improvements in substantial compliance with Applicable Laws as required for Tenant’s occupancy of the Premises for typical general office and lab uses, broom clean, and with the heating, ventilating and air conditioning, electrical, fire sprinkler and plumbing systems serving the Premises in good working order, condition and repair (such obligation, “Landlord’s Delivery Obligation”). Tenant’s taking possession of the Premises shall be conclusive evidence shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises Premises, the Building and the Project were at such time in good order good, sanitary and satisfactory condition when and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the Tenant took possessionnature of such failure (a “Shortfall Notice”); provided, excluding items further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is sixty (60) days after the Term Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, Landlord shall, at Landlord’s expense (and not as a part of damage caused Operating Expenses), promptly remedy the Delivery Shortfall. Landlord shall not have any obligations or liabilities in connection with a failure to satisfy Landlord’s Delivery Obligation except to the extent such failure is identified by Tenant in a Shortfall Notice delivered to Landlord on or its agents, independent contractors or suppliers. No promise of before the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent LandlordShortfall Notice Deadline. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession Landlord shall not have any obligations or liabilities in connection with any failure of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such above referenced systems to be in good working order order, condition or repair due to any event, circumstance or other factor arising or occurring after the Term Commencement Date (but Landlord shall not be liable for including, without limitation, (i) any increased costs act or omission of such corrective work resulting from the particular use Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, or (ii) Tenant’s failure to properly repair or maintain the Premises as required by Tenantthis Lease), and no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. The Tenant’s taking possession of Buyer and Seller agree that Buyer is acquiring the Premises shall be conclusive evidence that the Premises were and any related personal property in good order and satisfactory condition when the Tenant took possessiontheir "AS IS" condition, excluding items of damage caused by Tenant or its WITH ALL FAULTS, IF ANY, AND WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED. Neither Seller nor any agents, independent contractors representatives, or suppliers. No promise employees of the Landlord Seller have made any representations or warranties, direct or indirect, oral or written, express or implied, to alterBuyer or any agents, remodel representatives, or improve the Premises or the Building and no representation by Landlord or its agents respecting employees of Buyer with respect to the condition of the Premises or personal property, their fitness for any particular purpose, or their compliance with any laws, and Buyer is not aware of and does not rely upon any such representation to any other party. Buyer acknowledges that the Building have been made to Tenant or relied upon by Tenant other than as may Purchase Price might be contained in this Lease. Tenant accepts higher if Buyer were not acquiring the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and personal property in "as is" condition. Buyer acknowledges that no representations, warranties, guarantees, promises, statements it either has had or estimates will have before the Date of any nature whatsoever upon which Tenant is relying whether written Closing the opportunity to make such inspections (or oral, express or implied, in fact or in law, have been such inspections made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30consultants) days following Landlord’s delivery of possession as it desires of the Premises and personal property and all factors relevant to Tenanttheir use, it is determined including, without limitation, the interior, exterior, and structure of all improvements, and the condition of soils and subsurfaces (particularly with respect to the presence or absence of hazardous substances). After its inspections are completed, Buyer shall restore the Premises and personal property to their condition prior to Buyer's inspections. Buyer agrees to indemnify Seller for all claims or damages arising out of Buyer's inspections, including, without limitation, claims for personal injury or property damage, and including all costs and attorneys' fees. The obligations in this paragraph shall survive the Closing or the termination of this Agreement for any reason, including without limitation pursuant to section 4, 9, or 14 hereof. Buyer hereby releases Seller and its agents, representatives, and employees from any and all claims, demands, and causes of action, past, present, and future, that any of Buyer may have relating to (i) the mechanical or utility systems serving any portion condition of the Premises was not in good operating condition for and the use contemplated by Tenant as personal property at any time, before or after the Date of Closing, including, without limitation, the delivery presence of possession of the Premises by Landlord to Tenant any hazardous substance, or (but without regard to ii) any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made other matter pertaining to the Premises by or on behalf the personal property. This release shall survive the Closing or the termination of Tenantthis Agreement for any reason. Seller shall deliver possession to Buyer, subject to the matters set forth in section 7(a)(1) hereof, not later than the Date of Closing, provided that all the terms and conditions of this Agreement have been complied with. Seller until the Date of Closing shall maintain, repair (subject to section 9 hereof), then Landlord shallmanage, at Landlord’s sole cost, promptly perform such corrective work so and operate the Premises in a businesslike manner in accordance with Seller's prior practices; shall comply with its contractual obligations as to cause such systems to be owner of the Premises; shall maintain the types and amounts of insurance that are in good working order (but Landlord force on the date of execution hereof; and shall not be liable for any increased costs of such corrective work resulting from the particular use of dissipate the Premises by Tenant)or remove any material property therefrom, except in the ordinary course of business.

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall be conclusive evidence that have no obligation to alter, repair or otherwise prepare the Premises were for Tenant’s occupancy or to pay for or construct any improvements to the Premises. Notwithstanding the foregoing, Landlord shall deliver the Premises to Tenant with the following work completed: (w) removal of the equipment listed on Exhibit D-1 attached hereto, (x) demising of domestic water and gas serving the Premises from the remainder of the Building and install meters or submeters (or other means) to monitor Tenant’s usage of such utilities and of electricity, (y) removal of interior offices in the Office Premises in accordance with the space plan to be agreed upon by Landlord and Tenant and (z) replacement of ceiling tiles, light fixtures and carpet in the Office Premises (collectively, “Landlord’s Work”). In addition, Landlord shall deliver the Premises with the “Building Systems” (i.e., HVAC, plumbing, mechanical, electrical and life safety) in good working order and satisfactory condition when condition, and shall warrant for a period of twelve (12) months following the Term Commencement Date such Building Systems. Costs incurred by Landlord pursuant to this Article 5 shall not be charged as Operating Expenses. Landlord acknowledges that during the period Landlord is performing Landlord’s Work, Tenant’s construction of the Tenant took possessionImprovements may continue. Landlord and Tenant shall adopt schedules that conform with the other’s, excluding items and shall conduct (and cause their contractors and subcontractors to conduct) their respective work in such a manner as to maintain harmonious labor relations and as not to interfere with or delay the other’s work. If Landlord’s Work is not substantially complete on or before the Term Commencement Date, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any resulting loss or damage. Notwithstanding the foregoing, Tenant shall not be liable for Base Rent or Operating Expenses and the Term Commencement Date shall not occur until Landlord’s Work is substantially complete, except to the extent that Landlord’s failure to complete Landlord’s Work results from accident; breakage; repair; strike, lockout or other labor disturbance or labor dispute of damage caused any character; act of terrorism; shortage of materials, which shortage is not unique to Landlord or Tenant, as the case may be; governmental regulation, moratorium or other governmental action, inaction or delay; or Landlord’s inability, despite the exercise of reasonable diligence or by any other cause, including Landlord’s negligence, to furnish any such utility or service; an act or failure to act of Tenant or its agents, independent employees or contractors or suppliers. No promise that interferes with the progress of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Work.

Condition of Premises. The TenantWithout limiting any of Landlord’s taking possession obligations, representations, or warranties under this Lease, Tenant will accept the Premises in its condition as of the Premises Commencement Date, provided that. Landlord shall be conclusive evidence that cause the Premises were to conform to the delivery obligations in Work Letter, Addendum 5[X], and to be in good order and satisfactory operating condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise and in compliance with Legal Requirements as of the Commencement Date(120) calendar days after Xxxxxx’s Architect completes construction plans suitable for bidding and permitting and Landlord has approved such plans. The (120) days time to alter, remodel complete construction (the “Tenant Improvement Construction Time”) may be extended in the case of Force Majeure up to a maximum of (90) additional calendar days. Landlord represents and warrants to Tenant that (a) Landlord has the full right and power to execute and perform under this Lease; (b) Landlord is/or improve will be the Premises or sole fee simple owner of the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-ISLand, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything subject only to the contrary contained in this Lease, if within thirty Permitted Exceptions; (30c) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery Commencement Date, Landlord has no actual knowledge of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular newly-enacted, pending, proposed, or threatened land use actions, condemnation proceedings, or litigation that would in any way prevent or inhibit Tenant’s use of the Premises as contemplated by Tenant this Lease; (d) the Land constitutes a single legal lot in compliance with all applicable subdivision laws; [IF NO LENDER: and (e) there is no mortgage encumbering the Building or the Land.] <OR> [IF LENDER: (e) the mortgage in favor of Lender dated _TBD_________, and recorded in _Prince Xxxxxx County, Virginia______________, is the only mortgage encumbering the Building and the Land; and (f) Landlord is not in default under such mortgage or any subsequent alterations loan document related thereto and there is no event or improvements made condition that, with the giving of notice or the passage of time, or both, would constitute a default by Landlord thereunder.] The term “mortgage” as used in this Lease will be deemed to include deeds of trust, security assignments, and any other similar encumbrances, and any reference to the Premises by or on behalf “lienholder” of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as a mortgage will be deemed to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs include the beneficiary under a deed of such corrective work resulting from the particular use of the Premises by Tenant)trust. Use.

Condition of Premises. The Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s taking possession of business. Except as otherwise set forth in this Lease, Tenant accepts the Premises shall be conclusive evidence that “as is”, Tenant having the Premises were opportunity to have made all investigations and tests it has deemed necessary or desirable in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or to establish to its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting own complete satisfaction the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this LeasePremises. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating their condition for the use contemplated by Tenant existing as of the delivery of possession of Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant and any covenants or any subsequent alterations or improvements made restrictions of record. Notwithstanding anything set forth in this Section 11.1 to the contrary, Landlord shall deliver the Premises by to Tenant in good order and repair, vacant and broom swept, and with all Building Systems (as defined below) serving the Premises in good operating order and repair. Landlord warrants that the Building Systems serving the Premises shall be in good operating order and repair during the six (6) month period after the earlier of Tenant commences its regular business operations in the Premises, or on behalf of Tenant)March 31, then 2022, Landlord shall, shall make such necessary repairs to the Building System at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs cost without the inclusion of such corrective work resulting from the particular use costs in Operating Expenses, provided that Tenant has notified Landlord of the Premises by Tenantneed to repair such Building System within six (6) months after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022 Commencement Date. As used herein, the term “Building Systems” shall mean the plumbing, sewer, drainage, electrical, fire protection, life safety security systems and equipment, existing heating, ventilation and air-conditioning systems, and all other mechanical and electrical systems and equipment serving the Building as they exist as of the Commencement Date (excluding only existing clean rooms, existing labs and any Building Systems that exclusively serve the existing clean rooms and existing labs) and any Tenant Changes (defined below).

Condition of Premises. The BUYER ACKNOWLEDGES THAT THE ACQUISITION OF THE PREMISES BY BUYER IS ON A STRICTLY “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, AND WITHOUT RECOURSE TO SELLER OR ANY AFFILIATE THEREOF, ALL EXCEPT AS EXPRESSLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL MATTERS, PHYSICAL CONDITIONS, GEOLOGICAL CONDITIONS, DRAINAGE ISSUES, SOIL CONDITIONS, ZONING, THE AVAILABILITY OF UTILITIES, VALUE, COMPLIANCE WITH PLANS AND SPECIFICATIONS, DESIGN, USE, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Except as herein expressly provided, Buyer shall be obligated to purchase the Premises notwithstanding any casualty or taking with respect thereto. In addition, Buyer hereby acknowledges that Tenant’s taking possession of obligations with respect to insurance coverage regarding the Premises are set forth in the Lease, 4 and neither Tenant nor Seller has no obligation to provide any additional or different coverage; if Buyer requires additional or different coverage, such coverage shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items sole responsibility of damage caused by Tenant or its agents, independent contractors or suppliersBuyer. No promise The provisions of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord Section 8 shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)survive Closing.

Condition of Premises. The Tenant’s taking possession of the Fourth Amendment Premises shall be conclusive evidence that the Premises were in good order leased to Tenant as of, and satisfactory condition when the Tenant took possession, excluding items Landlord shall deliver possession of damage caused by Tenant or its agents, independent contractors or suppliers. No promise each component of the Landlord to alter, remodel or improve the Fourth Amendment Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may on, the applicable Commencement Date in the following condition: (a) the same shall be contained in this Lease. Tenant accepts broom clean condition and free of all tenants and/or occupants and their personal property, (b) the Premises AS-ISmechanical, WHERE-IS AND WITH ALL FAULTSelectrical and plumbing systems (both the base building systems and the systems located within the respective spaces) serving the Former Addgene Space and the Former OmniGuide Space, and acknowledges that no representations(collectively, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant“MEP Systems”), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to shall be in good working order order, (but c) decommissioning reports from the existing tenants of each of the Former Addgene Space and the Former OmniGuide Space shall have been delivered to Tenant in advance of the Former Addgene Space Commencement Date and the Former OmniGuide Space Commencement Date, respectively, evidencing that each of the Former Addgene Space and the Former OmniGuide Space, as applicable, have been decommissioned in accordance with applicable laws, and (d) Landlord shall not deliver the Former OmniGuide Space and the Equipment Room with the Landlord’s work set forth on Exhibit G hereof completed. The Fourth Amendment Premises shall otherwise be liable for any increased costs of such corrective work resulting from leased to Tenant as of, and Landlord shall deliver possession thereof to Tenant on, the particular use applicable Commencement Date in its “as is” condition as of the Premises by date of this Amendment without any further obligation on the part of Landlord to perform any construction therein or to prepare the same for Tenant)’s occupancy or to pay any allowances therefor, except for the payment of the Fourth Amendment Landlord Contribution as set forth below.

Condition of Premises. The Tenant’s taking possession After the Expiration Date or earlier termination of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty or the termination of Tenant’s right to possess the Premises, Tenant shall (301) days following deliver to Landlord the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition (subject to Landlord’s delivery of possession of the Premises repair and maintenance obligations), reasonable wear and tear and casualty loss excepted (subject, however, to Tenant’s maintenance obligations), it is determined that any of and with the mechanical or utility systems serving any portion of the Premises was not HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good operating condition for working order, (2) deliver to Landlord all keys and parking and access cards to the use contemplated Premises, and (3) remove all signage placed on the Premises, the Building, or the Land by or at Tenant’s request. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises, except as provided in the next two sentences. Provided that Tenant as has performed all of the delivery of possession of the Premises by Landlord to its obligations hereunder, Tenant (but without regard to any subsequent particular use of may remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or any subsequent alterations or improvements made to the Premises in part, by or on behalf of TenantLandlord). Additionally, then Landlord Tenant shall remove such alterations, additions, improvements, fixtures, equipment, wiring, furniture, trade fixtures and other property as may be required under Section 6.4 above. All items not so removed shall, at the sole option of Landlord’s sole cost, promptly perform be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such corrective items, and Tenant shall pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from damage the particular Building or unreasonably interfere with other tenants’ use of the Premises their premises. Tenant shall, at its expense, repair all damage caused by Tenant)any work performed by Tenant under this Section 17.. If Tenant fails to perform work under this Section 17, and Landlord has provided written notice thereof and reasonable opportunity to cure, then Tenant shall pay all costs incurred by Landlord in performing such work within ten (10) days after Landlord's request thereof.

Condition of Premises. The Tenant’s taking possession Except as expressly set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in good order and satisfactory its "AS IS" condition when on the Tenant took possessionLease Commencement Date, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges provided that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following without limiting Landlord’s delivery of possession of obligations under the Work Letter, Landlord shall, at Landlord’s own expense, cause the Premises to Tenantbe in a broom clean condition on the Lease Commencement Date. On the Lease Commencement Date, it is determined Landlord shall deliver the Premises with the existing Systems and Equipment in good working condition and Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the "Review Period") to confirm such condition. In the event that Tenant notifies Landlord during the Review Period, in writing, of any of the mechanical or utility systems serving any portion of the Premises was foregoing items that are not in good operating condition for working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired, at Landlord’s own expense, to the use contemplated extent that any deficiencies to such systems are not caused by Tenant as the acts or omissions of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations of Tenant's Representatives (as defined below), or improvements made to the Premises any Alterations performed by or on behalf of Tenant), then . If Tenant fails to timely deliver to Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be written notice of Systems or Equipment not in good working order (but condition within the Review Period, Landlord shall not be liable for have no obligation to perform any increased costs of such corrective work resulting from thereafter, except as otherwise expressly provided in the particular use of the Premises by Tenant)Lease.

Condition of Premises. The Tenant’s taking possession Tenant hereby agrees that except as provided in Section 1 of the Tenant Work Letter, Article 7 above, and as otherwise expressly provided in this Lease, the Premises shall be conclusive evidence taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant’s purposes, and Tenant took possessiondoes hereby waive and disclaim any objection to, excluding items cause of damage caused by Tenant action based upon, or claim that its agents, independent contractors obligations hereunder should be reduced or suppliers. No promise limited because of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant Project or relied upon by Tenant other than the suitability of same for Tenant’s purposes. Except as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained expressly provided in this Lease, if within thirty (30) days following LandlordTenant 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 Project or with respect to the suitability of either for the conduct of Tenant’s delivery of possession business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to Tenant, it is determined that any of the mechanical or utility systems serving any portion of enter into this Lease and let the Premises was not in good operating condition the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the use contemplated by Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The existing leasehold improvements in the Premises as of the delivery date of this Lease, together with the Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises by and the Project were at such time in satisfactory condition, subject to Landlord’s obligations (a) expressly set forth in the Tenant or Work Letter, (b) to correct any subsequent alterations or improvements made latent defects as set forth in Section 30(bb) below, and (c) to make repairs to the Premises by or on behalf Project as set forth in Section 9(a) below. Tenant hereby waives any provision of Tenant), then law which would otherwise permit Tenant to make repairs required of Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)under this Lease.

Condition of Premises. The Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Buildings or the Project, or with respect to the suitability of the Premises, the Buildings or the Project for the conduct of Tenant’s taking possession of business. Tenant acknowledges that (a) Tenant is currently occupying the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionPremises, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting is familiar with the condition of the Premises or and agrees to take the Building have been made to Tenant or relied upon by Tenant other than same in its condition “as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant is” as of the delivery Execution Date, subject to the provisions of possession of this Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the improvements to be performed by Landlord to Tenant as more particularly described in Exhibit C attached hereto (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant“Landlord’s Work”), then Landlord shall, . The Landlord’s Work shall be completed at Landlord’s sole costcost and expense and the costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Work no later than December 31, promptly perform 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord does not complete Landlord’s Work prior to such corrective work so as to cause such systems to date for any reason, then (x) this Lease shall not be in good working order void or voidable, (but y) Landlord shall not be liable to Tenant for any increased costs loss or damage resulting therefrom and (z) Tenant shall receive one day of such corrective work resulting from abatement of Base Rent and Operating Expenses to be applied starting with the particular use sixth (6th) month of the Premises by Tenant)Term for every day after December 31, 2011, that Landlord’s Work is not complete.

Condition of Premises. The Tenant’s taking possession Tenant acknowledges and agrees that it currently occupies and is fully aware of the condition of, and shall continue to accept, the Existing Premises in its presently existing, “as-is” condition, and Landlord shall not be conclusive evidence that obligated to provide or pay for any improvement work or services related to the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise improvement of the Existing Premises. Tenant also acknowledges that it shall accept the Expansion Premises in its then existing, “as-is” condition as of the full execution and delivery of this Lease and Landlord shall not be obligated to alter, remodel provide or improve pay for any improvement work or services related to the Premises improvement of the Expansion Premises. Tenant further acknowledges that neither Landlord nor any agent of Landlord has made any representation or the Building and no representation by Landlord or its agents respecting warranty regarding the condition of the Premises Existing Premises, the Expansion Premises, or the Building have been made with respect to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates suitability of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordof the foregoing for the conduct of Tenant’s business. Notwithstanding anything set forth in this Section 6 to the contrary contained contrary, Landlord shall deliver the Expansion Premises to Tenant with the mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems and equipment located in this Lease, if within thirty (30) days following Landlord’s delivery of possession the internal core of the Building and supporting the Expansion Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for working condition; provided, however, the use contemplated by Tenant as commencement of business operations from the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Expansion Premises by Tenant or any subsequent alterations or improvements made shall presumptively establish that such systems and equipment were at such time in good condition except for matters related to the Premises by or on behalf of Tenant), then Landlord shall, at such systems and equipment brought to Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order attention within ten (but Landlord shall not be liable for any increased costs of such corrective work resulting 10) days after Tenant commences business operations from the particular use of the Premises by Tenant)Expansion Premises.

Condition of Premises. The Tenant’s taking possession (i) Tenant agrees that Tenant is familiar with the condition of both the Premises shall be conclusive evidence and the Property, and Tenant hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possessionneither Landlord, excluding items nor any representative of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord has made any representation as to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises foregoing or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Leasesuitability of the foregoing for Tenant's intended use. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, represents and acknowledges warrants that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been has made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession its own inspection of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but foregoing. Landlord shall not be liable for obligated to make any increased costs repairs, replacements or improvements (whether structural or otherwise) of such corrective work resulting from any kind or nature to the particular use foregoing in connection with, or in consideration of, this Lease, except (a) as set forth in Sections 13.2 and 18 and (b) with respect to all (if any) repairs and improvements expressly and specifically described in Exhibit B attached hereto ("Landlord Work Items"). Landlord agrees to make reasonable efforts to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if any, issued in connection with any of the Landlord Work Items. (ii) Anything hereinabove contained to the contrary, it is expressly understood and agreed that the Landlord's construction obligation shall be limited to the Landlord Work Items hereinabove set forth in Section 5.1(i). In the event that any changes or additions are required to the work to be performed by Landlord (including any modification to the fire suppression system serving the Premises) by any governmental or quasi-governmental entity having jurisdiction over the Tenant or its use and occupancy of the Premises, any such changes or additions shall be performed by the Landlord at the Tenant's sole cost and expense. In addition, in the event that the performance of any such changes or additions shall delay the Commencement Date hereunder, the Commencement Date shall be established as of the date that the Premises would otherwise have been substantially completed by the Landlord, but for such additional requirements which are applicable to the Tenant).. 5.2

Condition of Premises. The Tenant’s taking possession of Except for the Tenant Improvements item on the --------------------- Schedule, the Renovation Work (as defined below), Landlord's obligation to thoroughly clean the Premises shall be conclusive evidence that prior to delivering the same to Tenant, Landlord's obligations under this Section 3A, any representations and warranties contained in this Section 3A, and any other express obligations of Landlord hereunder, Landlord is leasing the Premises were in good order and satisfactory condition when the to Tenant took possessionabsolutely "as is", excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord without any obligation to alter, remodel remodel, improve, repair or decorate any part of the Premises. Landlord shall cause the Premises to be completed in accordance with the Tenant Improvement Agreement attached as Appendix C. Except as expressly provided below in this Xxxxxxx 0X, Xxxxxxxx expressly disclaims any warranty or representation, express or implied, with respect to the Project or any portion thereof, including, without limitation, any warranty or representation as to fitness, condition, the existence of any defect, patent or latent, merchantability, quality or durability. Tenant acknowledges that Landlord plans, at its sole cost and expense and not as a part of Operating Costs, to renovate and/or improve the Premises or Buildings, which shall include a card key access system in 0000 Xxxx Xxxxxxx Xxxxx, and otherwise as described in those certain plans dated May 13, 1998 prepared by Behr Xxxxxxx and entitled Corporate Plaza at Westlake Spectrum Lobby Remodel (the Building "Renovation Plans"), a copy of which has been ---------------- delivered to Tenant (the "Renovation Work"). Tenant recognizes that the --------------- Renovation Plans delivered to Tenant are not in final form, and no representation by that Landlord or may, in its agents respecting sole discretion, modify said plans to conform to Landlord's vision for the condition Project and otherwise as reasonably required to address construction problems. Landlord shall in the course of performing the Renovation Work use reasonable and commercially practicable efforts to minimize interference with Tenant's occupancy of the Premises or the Building have been made operations of the back up generator for Tenant's computer room described in Section 5H. Tenant acknowledges, however, that some interference to Tenant's occupancy is inevitable, and that Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent required hereunder be abated by reason of such renovations and/or improvements. Landlord represents and warrants to Tenant or relied upon by Tenant other than as may be contained that all mechanical and life safety systems in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be Building are in good working order (but that, to the best of its knowledge, the Building is structurally sound, and is properly zoned for general office use. Landlord further represents to Tenant that, to Landlord's current actual knowledge, all Building Systems at the Project are "Year 2K Compliant." If Landlord hereafter discovers that any such systems are not "Year 2K Complaint", it shall cause them to become so at its sole cost and expense and not be liable for any increased costs as a part of such corrective work resulting from the particular use of the Premises by Tenant)Operating Costs.

Condition of Premises. The Landlord shall Substantially Complete the Premises and prepare same for occupancy by Xxxxxx and deliver the Premises to Tenant in accordance with the Plans, as set forth in Exhibit “B” attached hereto, and subject only to Tenant Delays and the Force Majeure events listed herein, Landlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in accordance with Exhibit X-x and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises are not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the right to be compensated by receiving a rent credit as of the Rent Commencement Date in the amount of one thousand five hundred dollars ($1,500.00) for each day that the Premises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, 2009, then Tenant may, as its sole remedy (other than the rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the part of the Landlord to provide occupancy as herein described shall not constitute a breach or default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by Tenant, either direct or consequential. Notwithstanding the foregoing, if Tenant's personnel shall occupy all or any part of the Premises for the conduct of its business prior to the Term Commencement Date as determined pursuant to the preceding paragraph, such date of occupancy shall, for all intents and purposes of this Lease, be the Term Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s taking possession sole risk, shall not interfere with the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except the payment of Rent. Landlord may designate which portion of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionmade available for these employees, excluding items provided such space is reasonably sufficient for conduct of damage caused Tenant’s business by these employees. Upon such early occupancy by Tenant or until the Term Commencement Date, Xxxxxx agrees to pay its agentspro rata share of separately metered utilities to the Premises, independent contractors or suppliers. No promise which share shall be based on the proportion of the Landlord to alter, remodel or improve the Premises or the Building and no representation rentable square feet of floor area designated by Landlord or its agents respecting for Tenant’s use pursuant to this subsection to the condition rentable square feet of floor area of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Premises.

Condition of Premises. The TenantExcept as expressly set forth in this Lease and Landlord’s taking possession obligation to deliver the Premises Ready for Occupancy as set forth in the Tenant Work Letter attached hereto as Exhibit B, 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 Premises Premises, and Tenant shall be conclusive evidence that accept the Premises were in its “AS IS” condition on the Lease Commencement Date. Notwithstanding the foregoing, on the Lease Commencement Date, Landlord shall deliver the Premises with the existing Systems and Equipment in good order working condition and satisfactory condition when Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the “Review Period”) to confirm such condition. In the event that Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of notifies Landlord during the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or impliedReview Period, in fact or in lawwriting, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was foregoing items that are not in good operating condition for working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired to the use contemplated extent that any deficiencies to such systems are not caused by Tenant as the acts or omissions of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations of Tenant’s Representatives (as defined below), or improvements made to the Premises any Alterations performed by or on behalf of Tenant), then . If Tenant fails to timely deliver to Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be written notice of Systems or Equipment not in good working order (but condition within the Review Period, Landlord shall not be liable for have no obligation to perform any increased costs of such corrective work resulting from thereafter, except as otherwise expressly provided in the particular use of the Premises by Tenant)Lease.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and ----------- Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant’s 's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises shall be conclusive evidence in its condition on the date of delivery of possession and to have acknowledged that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building Improvements have been made installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to Tenant be repaired or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if corrected within thirty (30) days following Landlord’s delivery of possession the preparation of the Premises to Tenant, it is determined that any Punch-List or as soon as practicable after the preparation of the mechanical Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or utility systems serving warranty with respect to the Premises, the Building, the Development or any portion portions thereof or with respect to the suitability of the Premises was not in good operating condition same for the use contemplated by conduct of Tenant's business and Tenant as of the delivery of possession of the Premises by further acknowledges that Landlord will have no obligation to Tenant (but without regard to construct or complete any subsequent particular use of the Premises by Tenant or any subsequent alterations additional buildings or improvements made to within the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Development.

Condition of Premises. The Tenant’s taking possession Tenant agrees that Tenant is familiar with the condition of the Premises shall be conclusive evidence that Premises, and Tenant hereby accepts the Premises were in good order and satisfactory condition when the on an "AS-IS," "WHERE-IS" basis. Tenant took possessionacknowledges that, excluding items except as provided herein, neither Landlord nor Agent nor any representative of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord has made any representation as to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Leasesuitability of the Premises for Tenant's intended use. Tenant accepts represents and warrants that Tenant has made its own inspection of the Premises AS-ISand is not relying on any representation of Landlord with respect thereto, WHERE-IS AND WITH ALL FAULTSexcept as to those representations provided herein. Neither Landlord nor Agent shall be obligated to make any repairs, and acknowledges that no representations, warranties, guarantees, promises, statements replacements or estimates improvements of any kind or nature whatsoever upon which Tenant is relying to the Premises (whether written structural or oralnonstructural and whether or not involving the roof of the Building, express the Building's HVAC (defined below) system, the Premises' parking lot, or impliedany other component of the Premises) in connection with, in fact or in lawconsideration of, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, except (a) as set forth in Section 17 and (b) with respect to any repairs and improvements expressly and specifically described in Exhibit "C" attached hereto ("Work Items"). Landlord agrees to enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if within thirty any, given in connection with the Work Items. It is acknowledged and agreed by Tenant that (30i) days following Landlord’s delivery of possession certain of the Work Items may be completed after the Commencement Date; (ii) Tenant shall provide reasonable access to the Premises to Tenant, it is determined that any for the purpose of the mechanical completion of such items; and (iii) the failure to complete such items prior to the Commencement Date shall not be a delay in the Commencement Date. Without limitation upon the foregoing, Landlord covenants and agrees to use good faith, diligent efforts to complete the Work Items on or utility systems serving any portion of prior to the Commencement Date or as soon as reasonably practicable thereafter and Tenant covenants and agrees to make the Premises was not in good operating condition for reasonably available to Landlord after the use contemplated by Commencement Date to the extent necessary to complete the Work Items. Landlord hereby represents and warrants to Tenant that, as of the delivery of possession of Commencement Date, all mechanical, electrical, plumbing, sprinkler and HVAC systems and equipment in the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to Building are and shall be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)order.

Condition of Premises. The Tenant’s taking Upon expiration of the Term or earlier termination on account of an Event of Default or other reason pursuant to this Lease: (a) Tenant shall deliver to Landlord possession of the Premises Premises, in the condition this Lease requires, subject to any loss that this Lease does not require Tenant to restore or repair; (b) Tenant shall be conclusive evidence that surrender any right, title, or interest in and to the Premises were in good order and satisfactory condition when the deliver such evidence and confirmation thereof as Landlord reasonably requires; (c) Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve shall deliver the Premises or the Building free and no representation by clear of all liens except liens that Landlord or any of its agents respecting caused; (d) Tenant shall assign to Landlord, without recourse, and give Landlord copies or originals of, all assignable licenses, permits, contracts, warranties, and guarantees then in effect for the condition Premises; (e)the parties shall cooperate to achieve an orderly transition of operations from Tenant to Landlord without interruption, including delivery of such books and records (or copies thereof) as Landlord reasonably requires; (f) the parties shall adjust for Taxes and all other expenses and income of the Premises or and any prepaid rent and shall make such payments as shall be appropriate on account of such adjustment in the Building have been made to Tenant or relied upon by Tenant other than same manner as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession a sale of the Premises (but any sums otherwise payable to TenantTenant shall first be applied to cure any Event of Default); (g) the parties shall terminate any recorded Memorandum of Lease; and (h) Tenant shall assign to Landlord, it is determined and Landlord shall reimburse Tenant for, all utility and other service provider deposits for the Premises, provided however, that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord deposits shall not be liable for reimbursed and instead shall be assigned to Landlord in the event the sums on deposit are necessary to cure any increased costs Event of such corrective work resulting from the particular use of the Premises by Tenant)Default.

Condition of Premises. The Except as expressly set forth in this Lease and in the Tenant Work Letter, 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 Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). The taking of possession of the Premises by Tenant shall be conclusive evidence conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good order good, sanitary and satisfactory condition when the Tenant took possession, excluding items of damage caused (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and without any obligation on Landlord’s part to make any alterations, upgrades or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordimprovements thereto. Notwithstanding anything to the contrary contained set forth in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s its sole costexpense, promptly perform such corrective work so cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building and/or the Premises), as to cause such systems of the Commencement Date, to be in good working order (but order, to be in good condition, and to be in compliance with all applicable laws. Any expenses incurred by Landlord to comply with the provisions of the preceding sentence shall not be liable for included in any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Operating Expenses that may be charged to Tenant in any manner under this Lease.

Condition of Premises. The TenantWithout limiting any of Landlord’s taking possession obligations, representations, or warranties under this Lease, Tenant will accept the Premises in its condition as of the Premises Commencement Date, provided that. Landlord shall be conclusive evidence that cause the Premises were to conform to the delivery obligations in Work Letter, Addendum 5[X], and to be in good order and satisfactory operating condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise and in compliance with Legal Requirements as of the Commencement Date(120) calendar days after Tenant’s Architect completes construction plans suitable for bidding and permitting and Landlord has approved such plans. The (120) days time to alter, remodel complete construction (the “Tenant Improvement Construction Time”) may be extended in the case of Force Majeure up to a maximum of (90) additional calendar days. Landlord represents and warrants to Tenant that (a) Landlord has the full right and power to execute and perform under this Lease; (b) Landlord is/or improve will be the Premises or sole fee simple owner of the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-ISLand, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything subject only to the contrary contained in this Lease, if within thirty Permitted Exceptions; (30c) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery Commencement Date, Landlord has no actual knowledge of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular newly-enacted, pending, proposed, or threatened land use actions, condemnation proceedings, or litigation that would in any way prevent or inhibit Tenant’s use of the Premises as contemplated by Tenant this Lease; (d) the Land constitutes a single legal lot in compliance with all applicable subdivision laws; [IF NO LENDER: and (e) there is no mortgage encumbering the Building or the Land.] <OR> [IF LENDER: (e) the mortgage in favor of Lender dated _TBD_________, and recorded in _Prince Xxxxxx County, Virginia______________, is the only mortgage encumbering the Building and the Land; and (f) Landlord is not in default under such mortgage or any subsequent alterations loan document related thereto and there is no event or improvements made condition that, with the giving of notice or the passage of time, or both, would constitute a default by Landlord thereunder.] The term “mortgage” as used in this Lease will be deemed to include deeds of trust, security assignments, and any other similar encumbrances, and any reference to the Premises by or on behalf “lienholder” of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as a mortgage will be deemed to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs include the beneficiary under a deed of such corrective work resulting from the particular use of the Premises by Tenant)trust. Use.

Condition of Premises. The Tenant’s taking possession Buyer further agrees with and represents to the Seller that it has examined the Premises, that it is fully satisfied with the physical condition thereof, and that neither the Seller nor any representative of the Premises shall be conclusive evidence that Seller has made any representation or promise upon which the Premises were in good order and satisfactory condition when Buyer has relied concerning the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the physical condition of the Premises or of any property covered by this Agreement, except as herein may be expressly set forth, provided however, that the Building have been made to Tenant or Buyer has reviewed a certain engineering report entitled Great Hill Reservoir Dam - Annual Dam Inspection 1997, by Roald Haestad, Inc., Consuxxxxx Xxxxxxxrs, Waterbury, Connecticut (the "Haestad Report") and relied upon by Tenant other the Haestad Report in connection with the condition of the dam on the Premises, and that if the Closing Date contemplated in Paragraph 9 hereof shall occur more than one year from the date of such Report, upon the request of the Buyer, the Seller shall obtain, at its expense, another such report (the "New Report") prior to the Closing Date. In the event that such New Report shall reveal any material deterioration in the structural condition of the dam from that reported in the Haestad Report, the Buyer may, subject to the Seller's right, as may be contained described below, to restore the dam at Seller's expense to its structural condition reported in the Haestad Report, terminate this Agreement, but only upon a majority vote of the Buyer's Board of Selectmen. In order to exercise its right of termination described in this LeaseParagraph 4, the Buyer shall give the Seller written notice of its intent to terminate the Agreement in accordance with the provisions of this Paragraph 4 (the "Notice of Termination") not more than thirty (30) days after Buyer's receipt of the New Report, which written notice shall describe the structural condition of the dam that has materially deteriorated. Tenant accepts The Seller shall, if it intends to restore the Premises AS-ISdam as contemplated above, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether provide written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything notice to the contrary contained in this Lease, if Buyer of such intention (the "Restoration Notice") within thirty (30) days following Landlord’s delivery of possession Seller's receipt of the Premises to TenantBuyer's Notice of Termination. The Restoration Notice shall contain a proposed timetable for the proposed restoration, it is determined that any which timetable shall call for completion of the mechanical or utility systems serving any portion project no later than one year from the date of the Premises was not in good operating condition for Restoration Notice. At the use contemplated by Tenant as completion of the delivery of possession of restoration work, the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord Seller shall, at Landlord’s sole costits expense, promptly perform such corrective work so provide to the Buyer an engineering report which shall describe the restoration of the structural condition of the dam to a structural condition at least as good as that reported in the Haestad Report. The parties shall set a new Closing Date to cause such systems occur within thirty (30) days after completion of the restoration project and submission to be in good working order (but Landlord shall the Buyer of the new engineering report complying with the above provisions. In the event that the restoration project is not be liable for any increased costs of such corrective work resulting completed, and the new engineering report complying with the above provisions is not submitted to the Buyer, within one year from the particular use Restoration Notice, the Buyer may reaffirm its Termination Notice in writing, at which time this Agreement and the obligations of the Premises by Tenant)parties hereunder shall, notwithstanding any other provision of this Agreement, terminate and come to an end.

Condition of Premises. The Tenant’s taking possession Tenant hereby agrees to accept the Expansion Space in its "as-is" condition and Tenant hereby acknowledges that Landlord, except as otherwise provided in this Second Amendment, shall not be obligated to pay for any improvement work or services related to the improvement of the Premises shall be conclusive evidence Expansion Space. Except as set forth in this Second Amendment, Tenant also acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and has made no representation by Landlord or its agents respecting warranty regarding the condition of the Premises or Expansion Space; provided, however, in the event that, after Landlord's delivery of the Expansion Space, the Base, Shell and Core of the Building have been made to Tenant or relied upon by Tenant other than (as may be contained defined in this Lease. Tenant accepts Section 1 of the Premises AS-ISWork Letter), WHERE-IS AND WITH ALL FAULTSwhich includes the Systems and Equipment, the base building HVAC, plumbing, life safety and electrical systems of the Building as well as the roof and roof membrane, (A) does not comply with applicable laws, seismic, fire and life safety codes, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or impliedthe ADA (to the extent applicable), in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant effect as of the delivery date of possession of the Premises by Landlord to Tenant this Second Amendment, or (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant)B) contains latent defects, then Landlord shallshall be responsible, at Landlord’s its sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord cost and expense which shall not be liable included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Original Lease), for correcting any increased costs of such corrective work resulting non-compliance to the extent required by such applicable laws, codes and the ADA as soon as reasonably possible after receiving notice thereof from the particular use applicable governmental authority or Tenant, and/or correcting such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of any such latent defects in clause (B) hereinabove within six (6) months after the Suite 500 Expansion Commencement Date, then the correction of any such latent defects shall, subject to Landlord's repair obligations in Section 7.2 of the Premises by Original Lease (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 of the Original Lease), be Tenant)'s responsibility at Tenant's sole cost and expense.

Condition of Premises. The TenantExcept as otherwise provided herein to the contrary (including without limitation Landlord’s taking possession of ongoing repair and maintenance obligations), Tenant hereby agrees that the Premises shall be conclusive evidence taken “as is,” “with all faults,” and “without any representations or warranties,” and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant’s purposes, and except for matters or conditions that could not reasonably be detected by a reasonably careful inspection, Tenant took possessiondoes hereby waive and disclaim any objection to, excluding items cause of damage caused by Tenant action based upon, or claim that its agents, independent contractors obligations hereunder should be reduced or suppliers. No promise limited because of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the suitability of the Premises or the Building for the conduct of Tenant’s business and Tenant or expressly represents and warrants that Tenant has relied upon solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in an “As Is” condition. The Premises shall be initially improved by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTSprovided in, and acknowledges that no representationssubject to, warrantiesthe terms and conditions of Exhibit B attached hereto and made a part hereof. The Tenant Improvements (as defined in Exhibit B), guarantees, promises, statements or estimates together with any subsequent Alterations during the Term of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of may be collectively referred to herein as the “Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery Improvements.” The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant or any subsequent alterations or improvements made as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or the Building, (ii) to alter, close or relocate any facility in the Premises or the Building Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise and (iii) to comply with any Law with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, so long as the activities by or on behalf of Landlord set forth in (i) and (ii) do not unreasonably interfere with Tenant)’s operations in the Premises, then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord Tenant shall not be liable permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for any increased costs of such corrective work resulting from the particular use of the Premises by interruption or interference with Tenant)’s business and/or operations.

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionacknowledges that, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than except as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the Building or the Site or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the use contemplated by Tenant as conduct of the delivery Tenant's business. The taking of possession of the Premises by Tenant shall conclusively establish that the Site, the Premises, the Leasehold Improvements therein, the Building and the Common Areas are at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to Exhibit "F" ---------- completed and without any obligation on Landlord's part to make any alterations, upgrades or improvements hereto, except for the repair of any latent defects in the Building or Premises (excluding any portion of the Premises constructed by Tenant) disclosed by Tenant and specified in written notice to Landlord no later than one (1) year after the Commencement Date. Landlord shall cause all latent defects so specified in Tenant's notice to be completed and/or repaired as soon as reasonably possible after Landlord's receipt thereof. Tenant (but without regard further acknowledges and agrees to any subsequent particular accept the various start-up inconveniences that may be associated with the use of the Premises by Tenant or any subsequent alterations or improvements made Common Areas and other typical conditions incident to recently constructed office buildings, such as construction obstacles including scaffolding, delays in the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of freight elevator service, certain elevators not being available to Tenant, the Premises by Tenant)passage of work crews using elevators, and uneven air conditioning service.

Condition of Premises. The Tenant’s 's taking possession of the Premises shall be conclusive evidence that the Premises were of Tenant's acceptance thereof in good order and satisfactory condition when except that Tenant shall have the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise right within thirty (30) days of the Landlord to alter, remodel or improve date Tenant takes possession of the Premises for commencement of Tenant's work to submit to Landlord a punch list of incomplete or defective construction within its Premises and Landlord will perform such punch list to the Building extent the listed items were Landlord's responsibility under Exhibit "C" and no representation were not performed by Landlord or its agents in accordance therewith. Tenant shall acknowledge taking possession of the Premises in writing. Tenant agrees that Landlord has made no representations as to conformance with applicable laws respecting the condition of the Premises or the Building have been made to Tenant presence or relied upon by Tenant other than as may be contained in this Leaseabsence of Hazardous Materials (hereinafter defined) in, at, under or abutting the Premises or the environment. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges also agrees that no representationsrepresentations respecting the condition of the Premises, warranties, no warranties or guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express expressed or implied, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, with respect to workmanship or any defects in fact material, and no promise to decorate, alter, repair or in lawimprove the Premises either before or after the execution hereof, have been made by Landlord, any real estate broker, agent, employee Landlord or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord its agents to Tenant (but without regard to any subsequent particular use of unless the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)same are contained herein.

Condition of Premises. The Tenant acknowledges and agrees that: (a) Tenant has inspected the Project, the Building and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Parking Area or any other portion of the Project or with respect to the condition thereof or the suitability of the same for the conduct of Tenant’s taking possession of business, (c) except as expressly provided in the Premises Work Letter Agreement and Section 16.2 below, Landlord shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord have no obligation to alter, remodel remodel, improve, repair, decorate or improve paint the Premises or any part thereof, or any portion of the Building or Project and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than (d) except as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained expressly provided in this Lease, if within thirty (30) days following LandlordLandlord shall have no obligation to provide Tenant with any allowance, rent credit or abatement in connection with Tenant’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery entering into this Lease. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Building and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (other than the obligation to complete punch list items), and the execution of this Lease by Tenant (but without regard to any subsequent particular shall conclusively establish that the Premises, the Building, the Project and the Parking Area were in good and sanitary order, condition and repair at such time, except for latent defects, if any. Without limiting the foregoing, Tenant’s execution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Premises by Tenant or any subsequent alterations or improvements made to Building, the Premises by or on behalf Parking Area and other portions of Tenantthe Project, such as certain construction obstacles (e.g., scaffolding), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be delays in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of freight elevator service, unavailability of certain elevators for Tenant’s use, uneven air-conditioning services and other typical conditions incident to recently constructed (or recently modified) office and laboratory/research and development buildings. Tenant (for itself and all other claiming through Tenant) hereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) of the Premises by Tenant)California Civil Code.

Condition of Premises. The Except as set forth in this Article 5, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking possession of the Premises shall be conclusive evidence business. Tenant acknowledges that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building have been made to Tenant or relied upon by Tenant other than as may be contained and the Project were at such time in this Leasegood, sanitary and satisfactory condition and repair. Tenant accepts Notwithstanding the foregoing, Landlord warrants that the roof of the Building is watertight, and Landlord shall deliver the base building systems serving the Premises AS-ISthat are the responsibility of Landlord under Article 18 of the Lease (including the heating, WHERE-IS AND WITH ALL FAULTSventilating and air conditioning systems, electrical, life safety and acknowledges plumbing systems) in good working order, suitable for office use and in compliance with all Applicable Laws (collectively, “Landlord’s Delivery Condition”). In the event that no representationsLandlord fails to satisfy Landlord’s Delivery Condition, warranties, guarantees, promises, statements Tenant’s sole and exclusive remedy for such failure shall be to deliver written notice to Landlord (a “Repair Notice”) on or estimates of any nature whatsoever upon which Tenant before the date that is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following after the Term Commencement Date (the “Repair Notice Date”), detailing the nature of such failure. In the event that Landlord receives a Repair Notice on or before the Repair Notice Date, Landlord shall promptly make any repairs reasonably necessary to correct the failure described in the Repair Notice (but only to the extent that Landlord reasonably determines that the failure described in the Repair Notice constitutes and actual failure of Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of TenantDelivery Condition), then Landlord shall, at Landlord’s sole cost, promptly perform provided that Landlord may include the costs thereof in Operating Expenses to the extent that Landlord is permitted to do so under Article 9 of the Lease. Any such corrective work so as to cause such systems to be in good working order (but Landlord failure of Landlord’s Delivery Condition shall not be liable for entitle Tenant to any increased costs of such corrective work resulting from monetary damages or delay the particular use of the Premises by Tenant)Term Commencement Date.

Condition of Premises. The Tenant’s taking possession of Tenant acknowledges and agrees that it has had an opportunity to inspect the Premises shall be conclusive evidence that (excluding the Premises were Tenant Improvements), the Building, the Site and the Project, and finds the same in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Leaserepair. Tenant accepts the Premises AS(excluding the Tenant Improvements), the Building, the Site and the Project in their “as-ISis” condition as of the date hereof. Tenant also acknowledges that, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained except as otherwise expressly set forth in this Lease, if within thirty (30) days following Landlord’s delivery neither Landlord nor any agent of possession of Landlord has made any representation or warranty with respect to the Premises Premises, the [Axesstel, Inc.] Building, the Site or the Project or their condition, or with respect to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition suitability thereof for the use contemplated by Tenant as conduct of the delivery Tenant’s business. The taking of possession of the Premises by Landlord Tenant shall conclusively establish that the Project, the Site, the Premises (including the Tenant Improvements therein), the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to Tenant make any alterations, upgrades or improvements thereto; provided, however, in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building (but as defined in Section 1 of Exhibit “C”), in its condition existing as of such date without regard to any subsequent particular use of the Premises by Tenant or any subsequent Improvements, alterations or other improvements made to the Premises be constructed or installed by or on behalf of Tenant in the Premises or Tenant’s use of the Premises, and based solely on an unoccupied basis, (A) does not comply with applicable laws in effect as of the date hereof, or (B) contains latent defects (not caused by Tenant’s acts or omissions), then Landlord shallshall be responsible, at Landlord’s its sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord cost and expense which shall not be liable included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 hereof), for promptly correcting any increased costs such non-compliance to the extent and as and when required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such corrective work resulting from latent defects described in clause (B) hereinabove within ninety (90) days after the particular use Commencement Date, then the correction of the Premises by any such latent defects shall, subject to Landlord’s repair obligations in Section 11.2 hereof, be Tenant)’s responsibility at Tenant’s sole cost and expense.

Condition of Premises. The Tenant’s taking possession Except as otherwise expressly set forth herein, Tenant acknowledges that neither Landlord nor any agent of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant Landlord has made any representation or its agents, independent contractors or suppliers. No promise of the Landlord warranty with respect to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises Premises, the Building, the Unit, the Project or the Building Condominium, or with respect to the suitability of the Premises, the Building, the Unit, the Project or the Condominium for the conduct of Tenant’s business. Tenant acknowledges that (a) (i) it is fully familiar with the condition of Premises A and agrees to take the same in its condition “as is” as of the Term Commencement Date, and (ii) subject to the completion of the Tenant Improvements in Premises B, it is fully familiar with the condition of Premises B and agrees to take the same in its condition “as is” as of the Delivery Date (b) other than the Tenant Improvements, Landlord shall have been made no obligation to Tenant alter, repair or relied upon otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the Additional TI Allowance if properly requested by Tenant other than as may be contained in this pursuant to the terms of the Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following LandlordTenant’s delivery taking of possession of Premises A on the Execution Date, and Premises B on the Delivery Date shall, subject to Substantial Completion of the Tenant Improvements, or as otherwise agreed to in writing by Landlord and Tenant, it is determined conclusively establish that any of the mechanical or utility systems serving any portion of Premises, the Premises was not Unit, the Building, the Condominium and the Project were at such time in good operating good, sanitary and satisfactory condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)and repair.

Condition of Premises. The Tenant’s taking possession of Tenant acknowledges that it is leasing the Premises shall be conclusive evidence following the Commencement Date in its “as is” condition, and that the Premises were in good order and satisfactory condition when the Tenant took possessionno agreements to demise, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel remodel, decorate, clean or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made by Landlord or any party acting on Landlord’s behalf. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to Tenant or relied upon by Tenant other than as may be contained in this Leaseperform certain alterations and improvements to the Premises (“Tenant’s Work”). Tenant accepts shall be permitted to perform Tenant’s Work (subject to Tenant’s compliance with the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates provisions of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made Section 3 of the Lease) through a contractor approved by Landlord, any real estate brokerin its reasonable discretion, agentin advance and pursuant to plans and specifications approved by Landlord, employee in its reasonable discretion, in advance. Tenant or attorney-in-fact or at law or purporting its contractors shall obtain and pay for insurance (from insurance companies satisfactory to represent LandlordLandlord in its reasonable discretion) in connection with Tenant’s Work, which insurance coverages and amounts shall conform with the coverages and amounts described on Attachment #1 hereto. Notwithstanding anything Tenant shall, prior to the contrary contained commencement of Tenant’s Work, deliver to Landlord certificates of such insurance which certificates shall name Landlord as an additional insured. Tenant’s Work shall be performed in this Leasea good and workmanlike manner, if within thirty (30) days following lien-free and in compliance with all applicable laws. Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement of the estimated costs of completing Tenant’s Work, including, without limitation, costs of obtaining permits; architectural, engineering and contracting fees; labor and materials and the costs of labor and materials. Such estimate shall be subject to Landlord’s delivery review and approval, which shall not be unreasonably withheld, conditioned or delayed. All costs of possession Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to One Hundred Sixty One Thousand Six Hundred Seventy Seven and 50/100 Dollars ($161,677.50), being $7.50 per square foot of rentable area of the Premises (the “Construction Allowance”), toward the cost of Tenant’s Work. The Construction Allowance shall be available solely for the actual, documented cost of Tenant’s Work and shall not be available to pay for Tenant’s furniture, office equipment or other personal property, or as a rent credit, or for any other purpose. Within (10) days after Landlord’s receipt from Tenant of any invoice for Tenant’s Work, or a portion thereof, Landlord shall pay to Tenant, it is determined that any from and as part of the mechanical or utility systems serving any portion of Construction Allowance, the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or amount represented on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)invoice.

Condition of Premises. The Tenant’s taking possession of Except as otherwise provided herein to the contrary, Tenant hereby agrees that the Premises shall be conclusive evidence taken “as is,” “with all faults,” “without any representations or warranties,” and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant’s purposes, and Tenant took possessiondoes hereby waive and disclaim any objection to, excluding items cause of damage caused by Tenant action based upon, or claim that its agents, independent contractors obligations hereunder should be reduced or suppliers. No promise limited because of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Leasethe suitability of same for Tenant’s purposes. Tenant accepts acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written the Building or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything with respect to the contrary contained suitability of either for the conduct of Tenant’s business and Tenant expressly represents and warrants that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in an “As Is” condition. The existing leasehold improvements in the Premises as of the date of this Lease, if within thirty together with the Initial Tenant Improvements (30) days following Landlord’s delivery of possession of as defined in Exhibit B), are sometimes collectively referred to herein as the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by “Tenant as of the delivery Improvements.” The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant or any subsequent alterations or improvements made as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises by and/or other parts of the Building pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or on behalf the Building, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of Tenant)the above activities for the sole purpose of complying with a general plan for fire/life safety for the Building and (iii) to comply with any federal, then Landlord shallstate or local law, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be rule or order with respect thereto or the regulation thereof not currently in good working order (but effect. Landlord shall not attempt to perform any such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, in no event shall Tenant be liable permitted to withhold or reduce Rent or other charges due hereunder as a result of same or otherwise make claim against Landlord for any increased costs of such corrective work resulting from the particular use of the Premises by interruption or interference with Tenant)’s business and/or operations.

Condition of Premises. The Tenant’s taking possession Tenant represents, warrants and covenants to Landlord that, as of the date of this Lease, Tenant has conducted its own investigation of the Premises shall be conclusive evidence that and the Premises were physical condition thereof, including, without limitation, the accessibility and location of utilities, the improvements, the presence of Hazardous Substances (defined hereinafter), and any other matters which in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant Tenant’s judgment might affect or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition influence Tenant’s use of the Premises or the Building have been made Tenant’s willingness to Tenant or relied upon by Tenant other than as may be contained in enter into this Lease. Tenant accepts recognizes that Landlord would not lease the Premises AS-ISexcept on an “as is” basis, WHERE-IS AND WITH ALL FAULTSsubject to those improvements outlined in the Work Letter attached hereto as EXHIBIT C, and acknowledges that that, except as set forth in this Lease, Landlord has made no representations, warranties, guarantees, promises, statements or estimates representation of any nature whatsoever upon which kind in connection with the improvements to, or the physical conditions on, or bearing on the use of, the Premises. Tenant is relying whether written or oralshall rely solely on Tenant’s own inspection and examination of such items and not on any representations of Landlord, express or implied. Landlord shall deliver the Premises to Tenant in the same arrangement and condition as the Premises now are, in fact or in lawreasonable wear and tear excepted, have been made by and that Landlord, except as stated in EXHIBIT C, has no obligation to alter, repair, renovate, or render fit for Tenant’s occupancy, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordpart of the Premises. Notwithstanding anything to the contrary contained in Upon execution of this Lease, if within thirty (30) days following Landlord’s delivery of possession of Tenant shall be deemed fully satisfied with the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf results of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform inspection and examination of all such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)items.

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence Tenant agrees that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting is familiar with the condition of the Premises or the Building have been made to Premises, and Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant hereby accepts the Premises foregoing on an "AS-IS, ," "WHERE-IS AND WITH ALL FAULTSIS" basis, and subject to the obligation of Landlord to complete the Work Items (hereinafter defined). Tenant acknowledges that no representationsneither Landlord nor Agent nor any representative of Landlord has made any representation as to the condition of the foregoing or the suitability of the foregoing for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of the foregoing. Neither Landlord nor Agent shall be obligated to make any repairs, warranties, guarantees, promises, statements replacements or estimates improvements (whether structural or otherwise) of any kind or nature whatsoever upon which Tenant is relying whether written or oralto the foregoing in connection with, express or implied, in fact or in lawconsideration of, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, except (a) as set forth in SECTION 3.1, SECTION 13.2, AND SECTION 18 and (b) with respect to all (if any) repairs and improvements expressly and specifically described in EXHIBIT "B" attached hereto ("WORK ITEMS"). Landlord shall complete the Work Items in a good and workmanlike manner. The Premises shall be deemed ready for occupancy by Tenant when (a) the Township of Uwchlan, Pennsylvania has issued a certificate of occupancy for the Premises, and (b) the Work Items have been completed except for such items of finishing and construction of such nature which are not necessary to make the Premises reasonably tenantable for Tenant's use; Landlord shall complete any incomplete items within thirty (30) days following Landlord’s delivery of possession of after the Premises Commencement Date Landlord agrees to make reasonable efforts to enforce, or cause Agent to enforce, upon Tenant's request, it is determined that all manufacturer's or contractor's warranties, if any, issued in connection with any of the mechanical or utility systems serving any portion Work Items. If the cost of the Premises was Work Items exceeds Fifty-Six Thousand Dollars ($56,000.00), Landlord shall, prior to incurring such additional expense, contact Tenant and request Tenant's consent to such additional expense. If Tenant does not in good operating condition respond within 24 hours of Landlord's request, such request for additional cost shall be deemed approved. If Tenant agrees to the use contemplated by additional expense, Tenant as of shall pay such excess to Landlord within fifteen (15) days after the delivery of possession of the Premises presentation by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)invoices therefor.

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord Prior to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of delivering possession of the Premises to Tenant, it is determined that any of Landlord will have performed certain work in the mechanical or utility systems serving any portion Premises, as more particularly described on Exhibit H to this Lease (the “Landlord Delivery Work”). The Landlord Delivery Work shall be completed and possession of the Premises was shall be delivered to Tenant on or before the Commencement Date. If Landlord fails to complete the Landlord Delivery Work on or before the Commencement Date for any reason not due to the fault of Tenant, and provided Tenant has procured all requisite permits and is fully prepared to commence the performance of its “Work” (as that term is defined in good operating condition the Workletter attached to this Lease as Exhibit F (the “Workletter”)) but is unable to do so solely and directly due to Landlord’s failure to timely complete the Landlord Delivery Work, then the Rent Commencement Date will be postponed by one (1) additional day for each day of such delay after April 1, 2005 until Landlord has completed the use contemplated by Tenant as of the delivery Landlord Delivery Work. Tenant’s acceptance of possession of the Premises by Landlord to will be deemed conclusive evidence that Tenant (but without regard to any subsequent particular use of has approved and accepted the Premises by in their “AS-IS” condition on the date Tenant or accepts possession, except for any subsequent alterations latent defects, provided Landlord has completed the Landlord Delivery Work. Landlord has no obligation to make any other changes or improvements made to the Premises by or on behalf except as may be described in the Workletter. The cost of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as any other changes and/or improvements to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises shall be paid for exclusively by Tenant)Tenant in the manner set forth in the Workletter.

Condition of Premises. The Tenant’s taking possession Except as specifically set forth in this Lease (including without limitation the Work Letter Agreement), upon Substantial Completion of the Tenant Improvements, Tenant agrees to accept Premises shall be conclusive evidence that the Premises were in good order and satisfactory its “as-is” condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery date thereof (except for punch list items). Tenant also acknowledges that, except as otherwise expressly set forth in this Lease (including without limitation the Work Letter Agreement), neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business. The taking of possession of the Premises by Landlord Tenant shall conclusively establish that the Project, the Site, the Premises (including the Tenant Improvements therein), the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto except for punch list items as described above and except as expressly set forth in this Lease (including the Work Letter Agreement); provided, however, in the event that, as of the Commencement Date, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit “C”), the Common Areas and/or the Premises (including without limitation the Tenant (but Improvements and Landlord’s Work) in their respective conditions existing as of such date without regard to any subsequent particular Tenant’s use of the Premises by Tenant for general office purposes, and based solely on an unoccupied basis, (A) do not comply with applicable laws (including without limitation the Americans with Disabilities Act (the “ADA”)) in effect as of the Commencement Date or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant)(B) contains latent defects, then Landlord shallshall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 hereof), for correcting any such non-compliance to the extent and as and when required by applicable laws and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. In addition, any code compliance or ADA modifications that are expressly required by any governmental entity to be performed by Landlord inside or outside of the Premises in connection with Landlord’s construction of the Tenant Improvements shall be at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be cost and expense and not included in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Operating Expenses.

Condition of Premises. The Tenant’s taking possession Tenant acknowledges that neither Landlord nor any agent of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant Landlord has made any representation or its agents, independent contractors or suppliers. No promise of the Landlord warranty with respect to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the 777 G-Level Expansion Premises, or with respect to the suitability of the 777 G-Level Expansion Premises for the conduct of Tenant’s business. Subject to the immediately following sentence, Tenant acknowledges that (a) it is generally familiar with the condition of the 777 G-Level Expansion Premises and agrees to take the same in its condition “as is” as of the 777 G-Level Expansion Premises Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Building have been made 777 G-Level Expansion Premises for Tenant’s occupancy or to pay for or construct any improvements to the 777 G-Level Expansion Premises, except for the 777 G-Level Landlord Work. Notwithstanding the immediately preceding sentence, Landlord shall deliver the 777 G-Level Expansion Premises to Tenant in the same or relied upon substantially similar condition as it was on the Execution Date, except (x) for any condition created by Tenant other than as may during, or arising from Tenant’s, early access period pursuant to Section 2.3, (y) that upon delivery, such space shall be contained in this Leasebroom clean condition (save for any condition created by Tenant during, or arising from Tenant’s, early access period pursuant to Section 2.3) and (z) that the 777 G-Level Landlord Work shall be substantially completed in accordance with all Applicable Laws. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following LandlordTenant’s delivery taking of possession of the 777 G-Level Expansion Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, it is determined conclusively establish that any of the mechanical or utility systems serving any portion of the 777 G-Level Expansion Premises was not were at such time in good operating good, sanitary and satisfactory condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)and repair.

Condition of Premises. The Tenant’s taking possession After the Expiration Date or earlier termination of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty or the termination of Tenant’s right to possess the Premises, Tenant shall (301) days following Landlord’s delivery of possession of deliver to Landlord the Premises in a clean and operational condition, free of all personal property of Tenant as required hereunder, (2) deliver to Landlord all keys, parking cards and access cards to the Premises and Parking Areas, (3) remove all signage placed on the Premises, the Building, or the Land by or at Tenant’s request, and (4) deliver in place to Landlord the modular office furnishings listed in the attached Exhibit G, in good condition, reasonable wear and tear accepted, which Landlord has provided to Tenant, it is determined that any without liability, for Tenant’s use free of charge during the mechanical Lease Term. All fixtures, alterations, additions, and improvements (whether temporary or utility systems serving any portion of permanent) shall be Landlord’s property and shall remain on the Premises was Premises, except as provided in the next two sentences. All items not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord removed following ten (10) days written notice to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then from Landlord shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the Building or unreasonably interfere with other tenants’ use of their premises. If Tenant fails to perform work under this Section 17, Tenant shall pay all costs incurred by Landlord in performing such work within ten (10) after Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)request thereof.

Condition of Premises. The Tenant’s taking possession Once Tenant delivers the Purchase Notice, Tenant shall have forty-five (45) to conduct a due diligence investigation of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionProperty, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation as reasonably approved by Landlord or and subject to the reasonable requirements of Landlord, such as Landlord’s confidentiality and safety requirements (the “Due Diligence Period”). If during such Due Diligence Period, Tenant determines in its agents respecting sole discretion that the condition of the Premises Property is not acceptable to Tenant, Tenant shall so notify Landlord in writing and shall have no obligation to purchase the Property. If Tenant exercises its Purchase Option, Tenant shall accept the condition of the Property “as is, where is,” including all defects of the Premises, whether latent or patent, without representation or warranty of any kind, including, without limitation, express or implied warranties of merchantability or fitness for a particular purpose or with respect to the Building have been made environmental condition of the Premises; subject, however, to: (i) Landlord’s warranties contained in Section 2.03 of this Lease, to the extent the same remain in effect as of the Closing Date, (ii) the assignment to Tenant or relied upon by of the warranties of the Landlord Work Contractors described in Section 2.04 of this Lease, to the extent the same remain in effect as of the Closing Date, (iii) Landlord’s representations and warranties contained in Section 2.05(b) hereof (which shall survive the Closing Date for a period of one (1) year), and (iv) the representations and warranties of Landlord set forth on Exhibit “P” attached hereto, which shall survive the Closing for a period of one (1) year. Tenant other than acknowledges and agrees that if it exercises its Purchase Option, then except as expressly provided herein, and as may expressly be contained provided in this Lease. the Purchase and Sale Agreement: (i) Tenant accepts shall purchase the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, Property solely in reliance upon Tenant’s inspections and acknowledges investigations of the Property and that (except as set forth herein and in the Purchase and Sale Agreement) no representations, warranties, guarantees, promises, statements representations or estimates warranties of any nature whatsoever upon which Tenant is relying whether written or oralkind, express or implied, in fact have or in law, will have been made by LandlordLandlord or its agents, and (ii) Tenant hereby waives and Landlord hereby disclaims all warranties of any real estate broker, agent, employee type or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything kind whatsoever with respect to the contrary contained Property, express or implied, including, by way of description and not limitation, those of fitness for particular purpose, Tenant ability, habitability, and use, except in this Lease, if within thirty (30) days following Landlord’s delivery of possession of all cases as provided herein and as provided in the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Purchase and Sale Agreement.

Condition of Premises. The Tenant has inspected the Premises (and portions of the Building, Real Property, systems and equipment providing access to or serving the Premises) or has had an opportunity to do so, and agrees to accept the same "AS IS" without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, or regarding any other matter, unless expressly provided under this Lease. If Landlord has expressly agreed to perform any improvements to the Premises under this Lease: (a) such improvements shall consist of Landlord's building standard materials and finishes unless otherwise expressly provided, and (b) notwithstanding anything contained herein to the contrary, all furniture and equipment, if any, whether or not shown on any Exhibit hereto, shall be provided by Tenant at Tenant’s taking possession 's sole cost and expense. If Landlord has expressly agreed to perform any improvements to the Premises under this Lease, Landlord agrees to use diligent, good faith efforts to substantially complete any such improvements to an extent that Tenant can reasonably occupy the Premises by the Lease Commencement Date set forth in Article 1, subject to Article 3 and the other provisions of this Lease. In such event, Tenant also agrees to use diligent, good faith efforts to cooperate, and to cause its space planners, architects, contractors, agents and employees to cooperate diligently and in good faith, with Landlord and any space planners, architects, contractors or other parties designated by Landlord, such that any such improvements to the Premises can be planned, permits can be obtained, and the work can be substantially completed by the Lease Commencement Date set forth in Article 1. In the event of any dispute as to whether any such improvements have been substantially completed, Landlord may refer the matter to Landlord's independent architect, whose decision shall be final and binding on the parties. Notwithstanding the foregoing or Article 3 or any other provision of this Lease to the contrary, if Tenant is currently occupying the Premises, whether pursuant to a prior lease or otherwise, and Landlord is required to perform any improvements to the Premises under this Lease, the parties hereby agree that: (i) Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant's occupancy of the Premises in connection therewith, (ii) Landlord shall be conclusive evidence that seek to substantially complete the Premises were same by the Commencement Date set forth in good order and satisfactory condition when the Tenant took possessionArticle 1, excluding items of damage caused by Tenant or its agentswithin a reasonable time thereafter, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of required to incur overtime or pay premiums to perform such corrective work resulting from before or after the particular use Building Hours, and may require that Tenant cooperate in scheduling and staging the work within the Premises (including cooperation in moving personnel, furniture and equipment or permitting Landlord to do so), and (iii) there shall be no postponement of the Premises by TenantLease Commencement Date or abatement of Rent as a result of any such improvements, or delays in substantially completing the same, under any circumstances (Tenant hereby acknowledging that it could have arranged for such improvements through an independent contractor, subject to Landlord's approval, the other provisions of this Lease and such other documentation as Landlord may have required).

Condition of Premises. The Tenant’s taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possessionSUBJECT TO LANDLORD'S OBLIGATION TO DELIVER THE SERVICES SET FORTH IN SECTION 9, excluding items of damage caused by Tenant or its agentsAND LANDLORD'S OBLIGATION TO ENSURE COMPLIANCE WITH THE ENVIRONMENTAL RESTRICTIONS PURSUANT TO SECTION 5.1.26, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises TENANT ACKNOWLEDGES THAT TENANT IS TAKING THE PREMISES IN ITS STRICTLY "AS-IS, WHERE-IS AND WITH ALL FAULTS, and IS" CONDITION. LANDLORD DISCLAIMS ANY WARRANTY OF SUITABILITY OF THE PREMISES FOR USE BY TENANT. Tenant acknowledges that no representations, warranties, guarantees, promises, statements Landlord has not made any representation or estimates of any nature whatsoever upon which Tenant is relying whether written or oralwarranty, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything as to the contrary contained condition of the Premises, the fitness of the Premises for any particular use, the exact floor area of the Premises (whether in rentable square feet, usable square feet, or some other measure), or the likelihood or ability of Tenant to obtain any required Authorizations. Subject to Landlord's obligation to deliver the services set forth in Section 9, and Landlord's obligation to ensure compliance with the Environmental Restrictions pursuant to Section 5.1.26, no variations of the condition of the Premises from Tenant's expectations, nor any unfitness of the Premises for any particular use (other than general office use) nor any inability or failure of Tenant to obtain the Authorizations, shall entitle Tenant to refuse to accept the Premises, or to quit, terminate, or surrender this Lease, if within thirty (30) days following Landlord’s delivery nor relieve Tenant from the obligation to pay the Rent in full without offset or counterclaim, or from any of possession of Tenant's other obligations under this Lease. The initial work to be performed by Tenant to prepare the Premises to for Tenant, it 's occupancy is determined that any of set forth in the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant).attached Exhibit F.

Condition of Premises. Subject to Landlord’s obligations to “build out” the Premises, Tenant has inspected the Premises, Building, Complex, Systems and Equipment (as defined in Article 24), or has had an opportunity to do so, and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements and no representations respecting the condition of the Premises, Building, Complex or Systems and Equipment have been made to Tenant by or on behalf of Landlord, except as expressly provided herein or in any Workletter attached hereto as Exhibit B and signed by the parties. Notwithstanding the foregoing, Landlord represents that (i) the Building and Complex are currently in compliance, in all material respects, with applicable Law, including The Tenant’s taking possession Americans With Disabilities Act, and Tenant shall not be responsible for any expense incurred to bring the Building (including the Premises) or Complex into compliance with applicable Law as of the Commencement Date; (ii) the Premises will be “built out” by Landlord in accordance with the Plans (as defined in the Workletter), and the improvements depicted in the Plans will comply with applicable Law; (iii) the mechanical systems, the roof and the structure of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be delivered in good working order and condition and Landlord’s Work shall be completed in accordance with applicable Law; and (but iv) all new common area corridors, restrooms and Building lobby will have been completed in accordance with applicable Law. Landlord shall not be liable responsible for any increased costs the completion of such corrective work resulting from punch list items as described in the particular use of Workletter and latent defects in Landlord’s Work reported to Landlord within one (1) year after the Premises by Tenant)Commencement Date.

Condition of Premises. The Tenant’s taking Prior to the Commencement Date, Sublessor shall paint the Premises, clean the carpets, convert the shipping/ receiving room to a basic reception/ conference room, and re-key the conference room accessed by the common corridor. Additionally, Sublessor agrees to keep the cabling located in the Premises or otherwise serving the Premises in working condition. Otherwise, Sublessee shall accept the Premises in an “as-is, where-is” condition. Sublessor shall deliver possession of the Premises shall be conclusive evidence as aforesaid in broom clean condition (“Possession”). Sublessee acknowledges and agrees that all tenant improvements and all furniture, fixtures, and equipment in the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise as of the Landlord Commencement Date, including (without limitation) those items set forth on Exhibit D hereto, are and shall remain the sole property of Sublessor subject Sublessee’s rights to alteruse the same as provided herein. If Sublessor is not able to deliver Possession to Sublessee on the Commencement Date notwithstanding Sublessor’s reasonable, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition good faith efforts, Base Rent, as defined in Section 3(a), shall xxxxx until delivery of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this LeasePossession. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant If Possession is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if not delivered within thirty (30) days following Landlord’s delivery of possession of the Premises to Tenant, it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant)Commencement Date, then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as Sublessee has the option to cause such systems cancel this Sublease by delivering written notice of termination to be Sublessor. Any delay in good working order (but Landlord the Commencement Date shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)extend Initial Term.

Condition of Premises. The Subject to Landlord’s obligations under this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s taking business. Tenant acknowledges that (a) it agrees to take the Premises in its condition “as is” as of the date that Landlord delivers possession of the Premises to Tenant in the condition required by the terms of this Lease, subject only to Landlord’s obligations under this Lease (the “Delivery Date”), and (b) Landlord shall be conclusive evidence that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord have no obligation to alter, remodel repair or improve otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Building Premises, except with respect to the TI Allowance, the Test Fit Allowance and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained otherwise expressly stated in this Lease. Tenant accepts Tenant’s taking of possession of the Premises AS-ISshall, WHERE-IS AND WITH ALL FAULTSexcept as otherwise agreed to in writing by Landlord and Tenant and subject to Landlord’s obligations hereunder, conclusively establish that the Premises, the Building and acknowledges that no representationsthe Project were at such time in good, warrantiessanitary and satisfactory condition and repair. At Landlord’s sole cost and expense, guaranteesLandlord shall deliver the Premises to Tenant with the Premises’ base core and shell work described in the attached Exhibit I completed and ready for the Tenant Improvements (the cost of which work shall not be deducted from the TI Allowance or passed through as an Operating Expense, promises, statements whether completed before or estimates after Tenant takes possession of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlordthe Premises). Notwithstanding anything to the contrary contained in this Leasecontrary, if within thirty (30) days following Landlord’s delivery of possession of Landlord shall deliver the Premises to TenantTenant on the Delivery Date, it is determined that free and clear of any Hazardous Materials in violation of Applicable Laws to the mechanical or utility systems serving any portion of the Premises was not extent in good operating condition for the use contemplated by Tenant effect and as interpreted and applied as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant)Delivery Date.

Condition of Premises. The Tenant’s taking possession Tenant agrees to accept delivery of the applicable portion of the Premises shall be conclusive evidence in “as is” condition, subject to Landlord’s obligations under the following paragraph, and agrees that the Premises were in good order and satisfactory condition when the Tenant took possession, excluding items it is not relying on any representations of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its Landlord’s agents respecting or employees as to the condition of the Premises or the Building Premises, and Landlord shall have been made to Tenant or relied upon by Tenant other than no obligation with respect thereto, except as may be contained expressly set forth in this Lease. Tenant accepts Landlord represents that Landlord has owned the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, since 2007 and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in best of Landlord’s knowledge, but without investigation since its acquisition of the Premises, as of the Date of this Lease, if within thirty (30) days following Landlord’s delivery of possession the foundation, stairwells and other structural elements of the Premises to TenantBuilding, it is determined that any of the mechanical or utility systems serving any portion of Building envelope (including, without limitation, exterior walls, roof, roof membrane, windows and doors), the Premises was not base Building electrical, plumbing, fire sprinkler, lighting, and heating, ventilating and air conditioning (“HVAC”) systems, and the bathrooms and elevators in the Building are in good operating condition for and in material compliance with applicable building codes, laws and the use contemplated by Tenant Declaration (as of the delivery of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenantdefined in Section 4.2.2), then . Landlord shall, at Landlord’s sole costexpense and not as part of Operating Costs, promptly perform such corrective work so repair (or replace as to cause such systems necessary in Landlord’s discretion) any of the foregoing which, through no fault of Tenant, is found not to be in good working order (but Landlord shall not be liable for such condition on the date possession of any increased costs of such corrective work resulting from the particular use portion of the Premises by is delivered to Tenant. In addition, as soon as practicable, but not later than ten (10) days after the Date of this Lease, Landlord, at Landlord’s sole expense and not as part of Operating Costs, shall flush all floor drain systems and associated plumbing in the Premises and Landlord shall provide Tenant with a report from a reputable HVAC vendor either (i) confirming that the HVAC system in the Building is in good operating condition, or (ii) identifying the repairs and/or maintenance required to put the HVAC system in such condition, (in which case Landlord shall promptly comply with its obligations specified in the preceding sentence with respect to the HVAC system).

Condition of Premises. The Tenant’s taking possession Subject to the performance by Landlord of its obligations under the Tenant Work Letter attached hereto as Exhibit "D," Tenant hereby agrees that the Premises shall be conclusive evidence taken "as is", "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises were in good order and satisfactory condition when the suitability of same for Tenant's purposes, and Tenant took possessiondoes hereby waive and disclaim any objection to, excluding items cause of damage caused by Tenant action based upon, or claim that its agents, independent contractors obligations hereunder should be reduced or suppliers. No promise limited because of the Landlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant Project or relied upon by Tenant other than as may be contained in this Leasethe suitability of same for Tenant's purposes. Tenant accepts acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises AS-IS, WHERE-IS AND WITH ALL FAULTSor the Project or with respect to the suitability of either for the conduct of Tenant's business, and acknowledges Tenant expressly warrants and represents that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if within thirty (30) days following Landlord’s delivery of possession has relied solely on its own investigation and inspection of the Premises and the Project in its decision to Tenant, it is determined that any of the mechanical or utility systems serving any portion of enter into this Lease and let the Premises was not in good operating condition for the use contemplated by Tenant an "as of the delivery is" condition. The taking of possession of the Premises by Landlord to Tenant (but without regard to any subsequent particular use shall conclusively establish that the Premises and the Project were at such time in satisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Premises by Tenant Civil Code of California or any subsequent alterations or improvements made successor provision of law. Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant to the extent permitted under Article 3 above: (i) to install, use, maintain, repair, replace and relocate for service to the Premises by and/or other parts of the Project pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises or on behalf the Project, (ii) to alter, close or relocate any facility in the Premises or the Common Areas or otherwise conduct any of Tenant)the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise, then Landlord shalland (iii) to comply with any federal, at Landlord’s sole coststate or local law, promptly perform such corrective work so as to cause such systems to be rule or order with respect thereto or the regulation thereof not currently in good working order (but effect. Landlord shall not attempt to perform any such work with the least inconvenience to Tenant as possible, but in no event shall Tenant be liable permitted to withhold or reduce Basic Rental or other charges due hereunder as a result of same, or otherwise make claim against Landlord for any increased costs of such corrective work resulting from the particular use of the Premises by interruption or interference with Tenant)'s business and/or operations, except as expressly provided in Article 13.

Condition of Premises. The Tenant’s taking possession of Tenant acknowledges that it has inspected and accepts the Premises in their present "as-is" condition as suitable for the purpose for which the Premises are leased. Notwithstanding the preceding sentence, Landlord shall re-paint and re-carpet the existing interior offices within the Premises with Landlord's Building standard paint and carpet in such Building standard colors as are mutually approved by Landlord and Tenant ("Landlord's Work"). Landlord shall use commercially reasonable efforts to complete Landlord's Work by September 1, 1998, but Tenant acknowledges that such target date is dependent upon no delay in the same resulting from a Force Majeure Event (as defined below) or an act or omission of Tenant or Tenant's Parties (as defined below). The taking of possession by Tenant shall be conclusive evidence to establish that the Premises were are in good order and satisfactory condition when possession is taken. Notwithstanding the Tenant took possessionforegoing, excluding items Landlord hereby represents that the existing mechanical, plumbing, electrical (including light bulbs and tubes) and HVAC systems (collectively, the "Building Systems") shall be in good working order as of damage caused by the Commencement Date (except to the extent any defects therein exist as a result of any act or omission of Tenant or its agentsTenant's Parties (as defined below)); provided, independent contractors or suppliers. No promise however, if Tenant does not deliver written notice to Landlord of the Landlord any material defects with respect to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at law or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, if Systems within thirty (30) days following the Commencement Date, then Tenant shall be deemed to have inspected and accepted the same in their present condition, and the correction of any subsequently discovered defects shall be the obligation of the applicable party pursuant to the other provisions of this Lease (including, without limitation, Landlord’s delivery 's right to treat the cost of the same as an Operating Expense). If a breach of the foregoing representation exists, and Tenant timely (i.e., within thirty (30) days following the Commencement Date) delivers written notice to Landlord setting forth in reasonable detail a description of such breach, Landlord shall, as Tenant's sole and exclusive remedy, rectify the same at Landlord's expense. Tenant further acknowledges that no representations or promises were made by Landlord or any agent of Landlord to repair, alter, remodel or improve the Premises, except as expressly set forth in this Lease. The Commencement Date shall be the date provided in Item 3 of the Basic Lease Provisions. If this Lease is executed before the Premises become vacant or otherwise available or if any present tenant or occupant of the Premises holds over, and Landlord cannot acquire possession of the Premises in time to deliver them by the Commencement Date, or if any required repairs, alterations or improvements are not substantially completed by Landlord prior to the Commencement Date, this Lease shall not be void or voidable, and Landlord shall not be deemed to be in default hereunder, nor shall Landlord be liable for any loss or damage directly or indirectly arising out of or resulting from such holdover. Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same, which date shall thenceforth be deemed the Commencement Date. Notwithstanding the foregoing, if Landlord has failed to tender possession of the Premises to TenantTenant on or before August 1, it 1998 (the "Outside Date") and such failure is determined that any of the mechanical not due in whole or utility systems serving any portion of the Premises was not in good operating condition for the use contemplated by Tenant as of the delivery of possession of the Premises by Landlord part to Tenant (but without regard to any subsequent particular use of the Premises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), then Landlord shall, at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the particular use of the Premises by Tenant).a "Force Majeure Event" or