Common use of Acceptance of Premises Clause in Contracts

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

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

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to: (A) those defective or incomplete portions of the “Tenant Improvements” and the “Landlord’s Work” constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date of this Lease, however, that if such punch-and (B) Landlord’s obligations contained in Section 2.4 below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or to construct any Improvements improvements to the Premises except as expressly provided in this Lease and/or the Work Letter, if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease. If , which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant fails has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to submit those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list Commencement Date (as defined in Section 3.1). If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10a) days after Attached hereto as "Exhibit B" and incorporated by reference herein is a copy of plans and specifications pursuant to which Landlord shall have the Premises constructed (the “Landlord’s Work”). Landlord agrees to pay the costs and expenses for the completion of the Tenant Improvements, Landlord’s Work in accordance with Exhibit B. No changes will be made to the Landlord’s Work unless the change request is made in writing by Tenant. Tenant shall conduct a walk-through inspection be responsible for all costs of any changes that are not included within the Landlord’s Work described on Exhibit B hereto. All sums due Landlord for changes shall be considered additional rent under the terms of the Lease and shall be payable within thirty (30) days of receipt of Landlord's invoice therefor. Upon delivery of possession of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if anyto Tenant, and latent defects in with the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection exception of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises’s Work, Tenant shall be deemed to have accepted responsible, at its sole cost and expense, for the renovation and finishing of the Premises for the conduct of Tenant’s business, pursuant to “Exhibit C” hereto. (b) Except for Landlord’s Work, Tenant acknowledges: (i) Tenant shall accept the Premises and all improvements, betterments and equipment in good, clean and completed its “as is” condition and repairas of the Lease Commencement Date, subject to all applicable laws, codes ordinances, regulations, covenants and ordinances. Any damage restrictions, and (ii) Landlord has no obligation to improve or repair the Premises caused by Tenant's move-or the Building, except as specifically set forth in shall be repaired Section 10 of this Lease. Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in Section 10, in no event shall Landlord have any obligation for any other purposedefects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken, nor has Landlord or except for items that are Landlord's Agents agreed to undertake any Alterations or construct any Improvements to responsibility under Exhibit B. Landlord and Tenant agree that, upon the Landlord’s completion of the Landlord’s Work, a representative of each shall promptly inspect the Premises except together and develop a mutually agreed upon punch list of defects (if any) in the Landlord’s Work in the Premises, which defects shall be promptly corrected by Landlord at its expense. Any disagreement that may arise between Landlord and Tenant with respect to whether an item on the punch list constitutes a valid defect or incomplete work shall be conclusively resolved by the decision of Landlord’s architect. The existence of such punch list shall not postpone delivery of the Premises by Landlord to Tenant. (c) Landlord agrees to use commercially reasonable efforts to complete Landlord’s Work as expressly provided in soon as reasonably practicable after full execution of this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, Tenant acknowledges that if such punch-list items canLandlord’s Work is not anticipated to have been completed by Landlord prior to the Lease Commencement Date. After the Lease Commencement Date, Tenant agrees that Landlord may enter the Premises and construct the Landlord’s Work simultaneously with Tenant’s construction of the Tenant Improvements (as such term is defined in Exhibit C hereto), and each party shall reasonably be coordinate the work by its contractors, mechanics, workmen, or such others who may enter, so that they do not materially disturb the other party’s contractors, subcontractors, workmen, mechanics, or other agents, in the performance each party’s respective construction work to ensure that no delays are caused in the construction of such work. In the event that Landlord’s Work is not substantially completed within forty-five (45) days after the 30date of full execution of this Lease, and solely as a result of such failure Tenant is substantially and materially delayed in completing the Tenant Improvements work despite the mutual and good faith efforts of both parties to coordinate their respective work to prevent any such delays, then Tenant shall receive a credit equal to $4,452.96 per day for every day between the forty-sixth (46th) day period, through the sixty-fifth (65th) day that the delay in Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon ’s substantial completion of the Landlord’s Work actually prevents Tenant from performing the Tenant Improvements work in the Premises. In the event that Landlord’s Work is not substantially completed within sixty-five (65) days after the date of full execution of this Lease, and solely as a result of such punch-list itemsfailure Tenant is substantially and materially delayed in completing its work despite the mutual and good faith efforts of both parties to coordinate their respective work to prevent any such delays, then Tenant shall approve such completed items receive a credit equal to $8,905.92 per day for every day between the sixty-sixth (66th) day through the date of substantial completion of Landlord’s Work, that the delay in writing Landlord’s substantial completion of the Landlord’s Work actually prevents Tenant from completing the Tenant Improvements work in the Premises. Notwithstanding the foregoing, it is acknowledged and agreed that Tenant shall only be entitled to a credit under this paragraph if Tenant’s inability to complete the Tenant Improvements work in the Premises is conclusively and materially determined to be solely as a result of Landlord. If ’s failure to timely substantially complete the Landlord’s Work, and Tenant fails shall not be entitled to approve such items within fourteen any credit if the delay in performance of the Tenant Improvements work is as a result of (14i) days Tenant's failure to timely furnish plans or required information for the completion of completionthe Tenant Improvements or Landlord’s Work; (ii) Tenant's failure to promptly review any and all submittals or timely furnish approvals or information necessary for the completion of the Tenant Improvements work or Landlord’s Work; (iii) Tenant’s inability or any delay in obtaining any permits or other approvals for the Tenant’s Improvements work; (iv) Tenant's request for changes to the Tenant Improvements work or the Landlord’s Work; (v) Tenant's request for materials, such items shall be deemed approved finishes or installations that constitute long-lead items; or (vi) Actions or inaction of Tenant, or any person, firm or corporation employed by Tenant.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlordany representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's Agents have use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Early Occupancy Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list Early Occupancy Date (as defined in Section 3.1) for apparent defects and ninety (90) days after the Early Occupancy Date for latent defects. If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct has made a walk-through complete inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than (i.e., the items specified in Suite 100 Premises, the punch listSuite 120 Premises, if anythe Suite 130 Premises, the Suite 140 Premises, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital ImprovementsSuite 400 Premises), and subject shall accept the Premises and the Project in their "AS IS," "WHERE IS," and "WITH ALL FAULTS" condition on the applicable Commencement Date without recourse to Landlord's representations and warranties described below; provided, by taking possession of however, that Landlord delivers the Suite 100 Premises, Tenant shall be deemed to have accepted the Suite 120 Premises, the Suite 130 Premises, and the Suite 140 Premises on the applicable Commencement Date in goodsubstantially the same condition as they exist on the date hereof, clean normal wear and completed condition tear and repair, subject to all applicable laws, codes and ordinancescasualty excepted. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except Except as expressly provided in this Lease. If , Landlord shall have no obligation to furnish, equip or improve the Premises or the Project or provide an allowance, abatement or concession with respect to the Premises, except that Landlord shall provide the Refurbishment Allowance (as that term is defined in EXHIBIT E-1 hereto) and the Tenant fails to submit a punch list to Landlord within such 10-day periodImprovement Allowance (as that term is defined in EXHIBIT E-2 hereto) for the Premises, it which shall be deemed disbursed in accordance with EXHIBIT E-1 and EXHIBIT E-2 attached hereto. The taking of possession of the Premises by Tenant shall be conclusive evidence against Tenant that there are no Improvement items needing additional work or repair. (i) Tenant accepts the Premises and the Project as being suitable for its intended purpose and in a good and satisfactory condition, (ii) acknowledges that the Premises and the Project comply fully with Landlord's contractor shall complete covenants and obligations under this Lease and (iii) waives any defects in the Premises and its appurtenances and in all reasonable punch-list items within thirty (30) days after other parts of the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantProject.

Acceptance of Premises. Within ten (10) days after completion of Landlord has advised Tenant to satisfy itself with respect to the Tenant Improvements, Tenant shall conduct a walk-through inspection condition of the Premises with Landlord including, but not limited to, the electrical and complete a punch list of items needing additional work. Other than the items specified in the punch listfire sprinkler systems, if anysecurity, environmental aspects, and latent defects in compliance with the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Americans with Disabilities Act ("ADA") and the Applicable Laws and the present and future suitability of the Capital ImprovementsPremises for Tenant's intended use. Notwithstanding the foregoing, and subject to Landlord's representations and warranties described reimbursement as set forth in Section 4.2 below, by taking possession Landlord will be responsible for compliance of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness Common Areas of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspectionBuilding with Applicable Laws; provided, however, that Landlord shall have no obligation for non-compliance if such punchnon-list items cannot reasonably compliance is a result of Tenant's Permitted Use or occupancy of the Premises. The Landlord's Work (as the term is used in Exhibit C hereto), without any interior finish work will comply with the requirements of the ADA required for a commercial facility with no day care facility and excluding noncompliance due to inconsistencies with building codes or interpretations thereof. Compliance with the ADA as to the Tenant's Work shall be the sole responsibility of Tenant and Tenant's Work will comply with the requirements of the ADA required for Tenant's Permitted Use, including the day care center if Tenant elects to operate one. Landlord's Work and Tenant's Work shall be completed within in accordance with Exhibit C attached hereto and made a part hereof (the 30-day period"Work Agreement"). Except as set forth expressly herein and in the Work Agreement, Landlord shall have no obligation for completion of any improvements to the Premises and Tenant shall accept the Premises in its "AS IS" condition on the Lease Commencement Date. Subject to Total Delay (as defined in Section 3.2 hereof), Landlord's contractor shall commence such performance within Work will be substantially completed (excluding landscaping and parking lot striping that may not be able to be performed due to time of year or weather constraints) by the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantRent Commencement Date.

Acceptance of Premises. Within ten Except as set forth in the Building 1 and 2 Work Letter, the Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building 5 Work Letter, as applicable: (10i) days after completion Tenant shall accept Building 1 and Building 2 in their condition as of delivery of Building 1 and Building 2; (ii) Tenant shall accept the Initial Building 4 Premises and the Remaining Building 4 Premises in their condition as of the Tenant Improvements, Building 4 Commencement Date; (iii) Tenant shall conduct a walk-through inspection accept Building 5 in its condition as of the delivery of Building 5; (iv) except as otherwise provided for in this Lease, the Building 1 and 2 Work Letter, Initial Building 4 Premises Work Letter, the Remaining Building 4 Premises Work Letter or the Building 5 Work Letter, Landlord shall have no obligation for any defects in the Premises; and (v) Tenant’s taking possession of the Premises with Landlord shall be conclusive evidence that Tenant accepts the Premises. Tenant shall in addition be entitled to receive the benefit of all of Landlord’s construction warranties and complete a punch list of items needing additional work. Other than the items specified in the punch listmanufacturer's equipment warranties, if any, and latent defects in relating to the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Premises. Any access to or occupancy of any portion of the Capital Improvements, and subject to Landlord's representations and warranties described below, Premises by taking possession Tenant before the commencement of the Premises, Tenant Base Term for such portion of the Premises shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable lawsof the terms and conditions of this Lease (other than the payment of Base Rent and, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenantexcept as otherwise provided for herein, at its sole cost and expenseOperating Expenses). Tenant has elected, concurrently with the mutual execution and delivery of this Lease by the parties, to purchase for $1.00 the furniture, fixtures and equipment described on Exhibit M located within Building 1 and Building 2 (“Landlord’s Property”), which Tenant has accepted in its “as is” lien free condition. Tenant agrees and acknowledges that neither Landlord nor Landlord's Agents have any agent of Landlord has made any representations representation or warranties as warranty with respect to the suitability condition of all or fitness any portion of Landlord’s Property, the Premises or the Project, and/or the suitability of Landlord’s Property, the Premises or the Project for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that Landlord’s Property, the Premises or the Project are suitable for any other purpose, nor has the Permitted Use. This Lease constitutes the complete agreement of Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements and Tenant with respect to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day periodsubject matter hereof and supersedes any and all prior representations, it shall be deemed that there inducements, promises, agreements, understandings and negotiations which are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantcontained herein.

Acceptance of Premises. Within ten (10a) days after completion of Except as may otherwise be expressly provided in the Tenant ImprovementsConstruction Addendum attached hereto, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits "AS-IS" condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN "AS IS, WHERE IS" CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (2) LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, OR IMPLIED, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10 and the Construction Addendum, in no event shall Landlord have any obligation for any other purpose, nor has Landlord defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's Agents responsibility under Paragraph 10 and the Construction Addendum, and any punchlist items agreed to undertake any Alterations or construct any Improvements in writing by Landlord and Tenant. (b) Landlord shall deliver the Premises to Tenant vacant, broom clean, free from all contents, subject to the provision of Section 12(f), with the demolition and removal of the spray booth, tool area and wire mesh partition completed and all electrical and mechanical systems and services in the warehouse portion of the Premises except as expressly provided related to such demolition properly terminated, and all Building systems, including but not limited to structural elements (roof, foundation, walls, parking, etc.), interior and exterior glass, plumbing, fire sprinkler system, sewage treatment, electrical power, interior and exterior lighting, fire alarms, heating and cooling equipment, and all dock doors and equipment serviced, if necessary, and in good operating condition. Tenant shall have a period of sixty (60) days from the beginning of the applicable equipment operational season to notify Landlord of any problems with any of the above-listed systems. (c) Tenant shall have a right of first offer to lease additional space at the Project in accordance with the provisions of the Right of First Offer exhibit attached hereto. (d) Notwithstanding anything contained in this LeaseLease to the contrary, Tenant shall have a one-time right to terminate this Lease if a building permit for the Tenant Improvements shown and described in the plans and specifications delivered by Landlord to the Building Inspector for the Town of Northborough on January 8, 2003 is not issued by February 7, 2003. Tenant may exercise its right hereunder by delivering written notice of its election to terminate this Lease to Landlord no later than February 12, 2003, unless the building permit is issued prior to Landlord's receipt of such notification, in which case such notification shall be of no force or effect. If Tenant fails to submit a punch list notify Landlord of its election to Landlord within such 10-day periodterminate this Lease in accordance with the foregoing provisions, it Tenant's right to terminate this Lease shall be deemed that there are waived and of no Improvement items needing additional work further force or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenanteffect.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlordany representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's Agents have use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list Commencement Date (as defined in Section 3.1). If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits “as- is” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein, except as otherwise expressly provided by the terms of this Lease. Any damage Tenant shall cause the Tenant Improvements (as defined in the Tenant Work Letter attached hereto as Exhibit C) to be installed within the Premises caused by Tenant's move-in shall be repaired accordance with the terms of Exhibit C. Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Tenant acknowledges that (a) it has inspected and accepts the Premises in an “As-Is, Where-Is” condition, (b) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor has promises to alter, remodel or improve the Premises have been made by Landlord, and (e) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or Landlord's Agents agreed any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken. Notwithstanding anything to undertake any Alterations or construct any Improvements the contrary provided for herein, Landlord shall use commercially reasonable efforts to provide Tenant with access to the Premises except as expressly provided in to complete the Tenant Improvements within five (5) business days subsequent to the execution and delivery of this LeaseLease by Landlord and Tenant (the “Delivery Date”). If Tenant fails Any early occupancy or presence at the Premises prior to submit a punch list to Landlord within such 10-day period, it Substantial Completion shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor subject to all terms and conditions of the Lease, except Base Rent and Operating Expenses shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if not be charged during such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantearly occupancy.

Acceptance of Premises. Within ten And Covenants To Surrender: Lessee accepts the Premises in an "AS IS" condition and "AS IS" state of repair, subject to Lessor's (10a) days after completion representation that the Premises are in good order and repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Tenant Improvements, Tenant Commencement Date; and (b)warranty against defects in materials or workmanship which shall conduct a walk-through inspection continue as to all claims arising within one year after the Commencement Date for each of Phase I and Phase II. Lessee shall have the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises with Landlord to Lessor in Good Condition and complete a punch list of items needing additional workRepair. Other than "Good Condition and Repair" shall generally mean that the items specified Premises are in the punch listcondition that one would expect the Premises to be in, if anythroughout the Lease Term Lessee (i) uses and maintains the Premises in a commercially reasonable manner and in an accordance with the requirements of this Lease and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and latent defects improvements that a commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection new condition. All of the Capital Improvementsfollowing shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, (ii) all suspended ceilings and any carpeting shall be clean and in good condition, (iii) all glazing, windows, doors and door closures, plate glass, and subject to Landlord's representations (iv) all electrical systems including light fixtures and warranties described belowballasts, by taking possession plumbing, and temperature control systems. Lessee, on or before the end of the Lease Term or sooner termination of this Lease, shall remove all its personal property and trade fixtures from the Premises, Tenant and all such property not so removed shall be deemed to have accepted be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Premises are not surrendered at the end of the Lease Term or earlier termination of this Lease, Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to surrendering the Premises caused including, without limitation, any claims made by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseany succeeding Lessee founded on such delay. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items Lessor will provide Lessee notice in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantif Lessor has a new lease for Premises or portion thereof that will result in damages or claims against Lessor.

Acceptance of Premises. Within It is expressly understood by the parties ----------------------- that "Ready for Occupancy" does not include the installation and completion of a telephone system in the Premises, which shall be solely Tenant's responsibility. Promptly following the delivery of said Landlord's certificate to Tenant by Landlord, Tenant shall countersign and return to Landlord an "Acceptance and Statement of Premises, Area and Term" which will be sent by Landlord to Tenant, and which will be in the form of a letter attached hereto as Exhibit "C", Tenant's signature of said letter shall be Tenant's agreement of the Commencement Date and termination date of this Lease and Tenant's acceptance of the Premises in its "as is" condition ("punch list items" excepted), Tenant thereby agreeing that Landlord has fulfilled its obligations pursuant to Exhibit "C" of this Lease. The failure by Tenant to sign and return the "Acceptance and Statement of Premises, Area and Term (the "Statement")" to Landlord within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection Tenant's receipt of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant same shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by constitute (i) Tenant's move-acceptance of the Premises; (ii) Tenant's acknowledgment of the Commencement Date as specified in shall be repaired or corrected by the Statement; (iii) Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties acknowledgment of the termination date as to specified in the suitability or fitness Statement; (iv) Tenant's acknowledgment of the Rentable Area of the Premises for as specified in the conduct of Statement; (v) Tenant's business or for any other purpose, nor has Landlord or Landlordacknowledgment of the Basic Annual Rent and monthly installments thereof as specified in the Statement; and (vi) Tenant's Agents agreed to undertake any Alterations or construct any Improvements to Proportionate Share as specified in the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantStatement.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Early Occupancy Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to: (A) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1, however, that if such punch-and (B) Landlord’s obligations contained in Section 2.4 below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten LESSOR shall proceed in good faith and in a prompt and workmanlike manner in delivering the Premises in the form as described herein and making the Premises available to LESSEE for the construction of its build-out improvements (10) days after completion "Leasehold Improvements"). In order to complete its build-out prior to or simultaneous with LESSOR obtaining its Certificate of Occupancy for the Building, LESSEE intends, but shall not be obligated, to use the same contractor as will be hired by LESSOR for the construction of the Tenant Improvements, Tenant shall conduct a walk-through inspection Building. Upon delivery of the Premises with Landlord to LESSEE, the Premises shall consist of those items as further described in Exhibit "C" attached hereto and incorporated herein by reference. Once the Premises have been made available to LESSEE, LESSEE shall then have full and complete access to the Premises at all reasonable times for the construction of its build-out. Notwithstanding the foregoing, LESSEE may not commence construction of its build-out until such time as it has provided LESSOR with a punch list final, complete set of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of construction plans showing all improvements within the Premises, Tenant and such plans have been approved by LESSOR in writing. Upon receipt of such construction plans, LESSOR shall be deemed promptly provide LESSEE with its approval or disapproval of the plans so as not to have accepted cause any unnecessary delay in the Premises constriction of LESSEE'S build-out. LESSEE shall receive a build-out allowance of $20.00 per square feet ($150,000.00). LESSEE shall receive no other build-out or other allowance, reduction in good, clean rent or other credit whatsoever for the construction of its build-out. It is contemplated by LESSOR and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-LESSEE that in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness LESSEE'S operation of the Premises for as a banking facility, LESSEE may require "custom" construction items or other items not customarily included in a commercial lease space. LESSOR and LESSEE shall agree upon the conduct nature and extent of Tenant's business such items prior to their construction, and the costs thereof shall either be funded separately by LESSEE, or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work deducted from the above-referenced build-out allowance. LESSEE shall defend, indemnify and hold LESSOR harmless from and against any and all expenses, liens, claims or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after damages to either property or person which may or might arise by reason of the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within construction of the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantLeasehold Improvements.

Acceptance of Premises. Within ten (10) days after completion Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Tenant ImprovementsPremises, Tenant shall conduct a walk-through inspection the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord and complete a punch list nor any representative of items needing additional work. Other than the items specified Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the punch listBuilding or the Project, if any(ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basis Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Landlord has agreed to undertake any alterations or additions or construct any improvements to the Premises, and latent defects that Tenant’s lease of the Premises shall be on an “as is” basis, except Landlord shall construct and/or install Tenant Improvements work in the Capital Improvements Premises (the “Tenant Improvements”) using its own contractor, pursuant to the plan attached as Exhibit A hereto. It is understood and agreed that could not have been discovered by all or a reasonably thorough visual inspection portion of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession Tenant Improvements may be done during Tenant’s occupancy of the Premises. In this regard, Tenant acknowledges that certain disruptions of it business operations may occur as a result of such Tenant Improvement construction/installation, and Tenant agrees that no rental abatement shall result while the Tenant Improvements are completed in the Premises. Tenant further agrees that it shall be solely responsible for relocating its office equipment and furniture in the Premises in order for the foregoing work and/or improvements to be completed in the Premises. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in goodwhich Tenant has any rights under this Lease, clean which acceptance shall mean that it is conclusively established that the Premises and completed those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and repair, subject to all applicable laws, codes and ordinances. Any damage to in conformity with the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness provisions of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Within ten (10) days after completion Subject to the work to be performed by B of A pursuant to the Tenant ImprovementsWork Letter Agreement between B of A and SCB, Tenant shall conduct a walk-through inspection SCB agrees to accept the Premises in an “as is” condition. Without limiting the foregoing, SCB’s rights in the Premises are subject to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described all matters not now or hereafter of record. SCB acknowledges that, except as set forth in subparagraph (g) below, by taking possession neither B of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord A nor Landlord's Agents have B of A’s agent has made any representations representation or warranties warranty as to to: (1) the present or future suitability or fitness of the Premises for the conduct of Tenant's business SCB’s business; (2) the physical condition of the Premises; (3) the expenses of operation of the Premises; (4) the safety of the Premises, whether for the use of SCB or for any other purposeperson, nor including SCB’s employees, agents, invitees or customers; or (5) any other matter or thing affecting or related to the Premises. SCB acknowledges that no rights, easements or licenses are acquired by SCB by implication or otherwise except as expressly set forth herein. SCB shall, prior to delivery of possession of the Premises, inspect the Premises and become thoroughly acquainted with their condition, and acknowledges that the taking of possession of the Premises by SCB shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was so taken. SCB specifically agrees that B of A has Landlord no duty to make any disclosures concerning the condition of the Property, other than as set forth in paragraph (g) below, and the Premises and/or the fitness of the Property and the Premises for SCB’s intended use and SCB expressly waives any duty which B of A might have to make any such disclosures. SCB further agrees that, in the event SCB subleases all or Landlord's Agents agreed any portion of the Premises, SCB will indemnify and defend B of A (in accordance with Paragraph 5 hereof) for, from and against any matters which arise as a result of SCB’s failure to undertake disclose any Alterations relevant information about the Property or construct the Premises to any Improvements subtenant or assignee. SCB shall comply with all laws and regulations relating to the use or occupancy of the Premises and to the common areas, including, without limitations, making structural alterations or providing auxiliary aids and services to the Premises except as expressly provided in this Leaserequired by the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant“ADA”).

Acceptance of Premises. Within ten (10a) days after completion Except as otherwise expressly set forth in this Sublease, Sublandlord shall deliver the Sublease Premises to Subtenant in its “As-Is” condition (i) free and clear of all other tenants and occupants, (ii) in broom-clean condition, with all installations, improvements and furniture existing as of the Tenant Improvements, Tenant shall conduct a walk-through inspection of date hereof (the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection“Existing Furniture”); provided, however, that if any Existing Furniture removed from the Sublease Premises by Subtenant shall be returned to Sublandlord, unless Sublandlord agrees to waive such punchobligation and provides a xxxx of sale transferring title to such Existing Furniture to Subtenant, (iii) with all HVAC systems (including the Existing Supplemental HVAC Unit (as defined below)) and Building plumbing, electrical and mechanical systems serving the Sublease Premises operating in good, working condition, (iv) in a structurally sound and weather-list items cannot reasonably be completed tight condition; (v) with Sublandlord’s Work (as hereinafter defined) Substantially Complete in accordance with the terms of this Sublease; provided, however, that Sublandlord may elect, in its sole discretion, to complete all or a portion of Sublandlord’s Work within sixty (60) days following the 30-day periodSublease Commencement Date; and (vi) otherwise in the condition required by the provisions of this Sublease (collectively, Landlord's contractor shall commence such performance within the 30-day period “Delivery Condition”) as of the Sublease Commencement Date (the “Delivery Date”), without representation or warranty, oral or written, express, implied, statutory or otherwise, on the part of Sublandlord or its agents and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlordrepresentatives other than as expressly set forth herein. If Tenant fails Sublandlord is unable to approve such items within fourteen deliver possession of the Sublease Premises in the Delivery Condition on the Sublease Commencement Date, Sublandlord shall not be liable for any damage caused thereby, nor shall this Sublease be void or voidable, but, rather the Sublease Commencement Date shall be the date that vacant possession of the Sublease Premises in the Delivery Condition is so tendered to Subtenant, subject to the extension of the Rent Commencement Date (14as hereinafter defined) days pursuant to the terms of completionSection 2.2(d) of this Sublease. (b) To Sublandlord’s knowledge, such items the Sublease Premises were in compliance with Applicable Laws in all material respects at the time last Sublandlord occupied the Sublease Premises (August, 2019), and Sublandlord does not have actual notice of any violation of Applicable Laws relating to the Sublease Premises, but for the avoidance of doubt, Subtenant shall independently verify compliance of the Sublease Premises with Applicable Laws relating to its use and occupancy thereof. Sublandlord makes no representation as to whether Subtenant’s intended use of the Sublease Premises is permitted under Applicable Laws. Except as otherwise expressly set forth herein, Sublandlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Sublease Premises or any part thereof either prior to or during the Sublease Term. The taking of possession of the Sublease Premises by Subtenant shall be deemed approved presumptive acceptance of the Sublease Premises in the condition required by Tenantthis Sublease, subject to Sublandlord’s repair, maintenance and replacement obligations expressly set forth in this Sublease and the completion of any Punch List Items (defined below). Subtenant acknowledges and agrees that it has inspected the Sublease Premises, that the Sublease Premises are suitable or fit for its purposes and agrees to accept possession of same in the Delivery Condition and that Subtenant is not relying on any representations or warranties made by Sublandlord or any of Sublandlord’s officers, directors, employees, agents or contractors regarding the Sublease Premises, the Building or the Property except as may be expressly set forth herein. (c) Prior to the Sublease Commencement Date (unless Sublandlord elects to have same occur after the Sublease Commencement Date), Sublandlord shall perform the work (“Sublandlord’s Work”) set forth on Exhibit I attached hereto in a good and workmanlike manner in compliance with all Applicable Laws. Sublandlord shall apply to the cost of the Sublandlord’s Work a tenant improvement allowance sum equal to $146,170.00 (the “TI Allowance”), to be funded by Sublandlord as Sublandlord’s Work progresses. To the extent the costs of Sublandlord’s Work exceed the TI Allowance, such excess shall be the sole cost and expense of Sublandlord. To the extent the costs of Sublandlord’s Work are less than the TI Allowance, such savings shall inure solely to the benefit of Sublandlord. Sublandlord warrants to Subtenant that any materials and equipment to be installed as part of Sublandlord’s Work will be new and of good quality and Sublandlord shall be responsible for repairing any defects in Sublandlord’s Work provided that Subtenant notifies Sublandlord of such defects within one (1) year of the date of Substantial Completion. (d) Subject to the last sentence of this paragraph and delays resulting from force majeure causes not to exceed one hundred twenty (120) days in the aggregate, (i) if the Delivery Date does not occur within sixty (60) days following Sublease Commencement Date (the “Outside Delivery Date”), then the Rent Commencement Date shall be delayed by one (1) day for each day occurring during the period commencing on the Outside Delivery Date until the earlier to occur of (a) the Delivery Date and (b) the day immediately preceding the date that is thirty (30) days following the Outside Delivery Date (the “Second Outside Delivery Date”), and (ii) if the Delivery Date does not occur by the Second Outside Delivery Date, then the Rent Commencement Date shall be delayed by two (2) days for each day occurring during the period commencing on the Second Outside Delivery Date until the Delivery Date. Notwithstanding anything contained in this provision to the contrary, if any failure by Sublandlord to deliver the Sublease Premises to Subtenant in the Delivery Condition on any date is due to delays caused by Subtenant (including, without limitation, Subtenant’s failure to provide Sublandlord with evidence of Subtenant’s insurance required hereunder on or prior to the Delivery Date) (each, a “Subtenant Delay”), such delay shall not be deemed to delay the commencement of the term of this Sublease with respect to the Sublease Premises or the Rent Commencement Date and the Delivery Date and Rent Commencement Date shall be deemed to be the date each of same would have occurred but for such delay. Sublandlord shall promptly notify Subtenant if it becomes aware of a Subtenant Delay, including a description of the condition causing the delay and the anticipated length of such delay. (e) From and after the date hereof through the Sublease Commencement Date, Subtenant has a limited non-exclusive license to enter the Sublease Premises to install telephone and data cabling and otherwise prepare to commence operations within the Sublease Premises, and Subtenant shall be responsible and liable for all obligations of Subtenant hereunder (other than paying Base Rent (other than the first month’s), which obligation shall commence on the Rent Commencement Date), including, without limitation, maintaining the insurance required under this Sublease; provided, however, Subtenant shall not be permitted to do any work in and to the Sublease Premises except in accordance with Article 9 hereof and shall in no event unreasonably interfere with Sublandlord’s performance of Sublandlord’s Work. Notwithstanding anything to the contrary contained herein, Subtenant’s early access pursuant to this paragraph shall not be deemed to be Subtenant’s acceptance or occupancy of the Sublease Premises.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch punch-list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Site or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Site, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Site not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("WORK LETTER"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list Commencement Date (as defined in Section 3.1). If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion Tenant acknowledges that neither Landlord nor any representative of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises Landlord has made any representation or warranty with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject respect to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed the Building or the Project or the suitability or fitness of either for any purpose, except as set forth in this Lease. Notwithstanding anything contained in this Lease to have accepted the contrary, Landlord represents and warrants that as of the date of this Lease it has not received any written notice of, and has no knowledge of, violation of any laws, codes or regulations applicable to the Premises from any governmental, city or county agency. Landlord shall construct all the Tenant Improvements required to be installed by Landlord under the Work Letter attached as Exhibit X in good, clean and completed condition and repair, subject to full compliance with all applicable laws, codes and ordinancesregulations to include ADA and title 24. Any damage Furthermore, Landlord represents and warrants to Tenant that all systems serving the Premises caused by Tenant's move-(i.e. HVAC, electrical, fire life safety and the like) are operating in shall be repaired accordance with their design and manufacturers specifications and will continue to do so throughout the Term. The taking of possession or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness use of the Premises for the conduct of Tenant's business or by Tenant for any purpose other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to than construction shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list and any deficiencies in the systems serving the Premises as expressly provided described in this LeaseSection. If Tenant fails to submit a The punch list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) 30 days after the walk-through inspection; provided, however, that if such punch-Commencement Date (as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within of which it is notified as provided above. Landlord shall deliver the 30-day period, Landlord's contractor shall commence such performance within Premises to Tenant upon the 30-day period Commencement Date water tight and diligently thereafter prosecute the same to completion. Upon completion clean and free of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantdebris.

Acceptance of Premises. Within ten (10) days Tenant has been in possession of, and conducting business in, the Premises under the Prior Lease and intends to continue conducting business in the Premises, without interruption, from and after completion of the Tenant ImprovementsLease Date. As a result, Tenant shall conduct a walk-through inspection is the party most familiar with the condition of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection as of the Capital ImprovementsLease Date and, as conclusively evidenced by Tenant's execution and subject to Landlord's representations and warranties described belowdelivery of this Lease, by taking possession Tenant accepts the Premises "as is", in their condition as of the PremisesLease Date without any qualifications, Tenant shall be deemed to have accepted the Premises in goodrestrictions, clean and completed condition and repairor limitations, subject to all applicable lawsLegal Requirements (as defined in Section 7 hereof). Further, codes and ordinances. Any damage since the Premises will not be empty and/or unoccupied at any time prior to the Commencement Date and Landlord will have no opportunity to inspect, examine, and/or audit the Premises caused by in order to establish the condition of the Premises as of the Commencement Date, Landlord shall have no liability for any defects in the Premises (whether latent or patent) and shall have no obligation to perform any work or to refurbish, finish, or otherwise alter the Premises in order to prepare the Premises for Tenant's move-in shall be repaired use or corrected by Tenant, at its sole cost and expenseoccupancy. Tenant agrees and acknowledges that neither Landlord nor Landlord's Agents have any agent of Landlord has made any representations representation or warranties as warranty with respect to the suitability condition of all or fitness any portion of the Premises or the Project, and/or the suitability of the ' Premises or the Project for the conduct of Tenant's business business, and Tenant waives any implied warranty that the Premises or the Project are suitable for any other purpose, nor has the Permitted Use. This Lease constitutes the complete agreement of Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements and Tenant with respect to the Premises except as expressly provided subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings, and negotiations that are not contained herein. Landlord, in executing this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlorddoes so in reliance upon Tenant's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedrepresentations, howeverwarranties, that if such punch-list items cannot reasonably be completed within the 30-day periodacknowledgments, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantagreements contained herein.

Acceptance of Premises. Within ten (10) days after completion Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made concerning the suitability or fitness of the Tenant ImprovementsPremises, Tenant shall conduct a walk-through inspection the Building or the Project for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's use of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if anyapplicable zoning or regarding any other land use matters, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed solely responsible as to have accepted such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in goodItem 3 of the Basic Lease Provisions, clean and completed condition and repairor (iii) any construction of portions of the Project not yet completed. Except as expressly provided in this Lease, subject to all applicable laws, codes and ordinances. Any damage to Tenant's lease of the Premises caused by Tenant's move-in shall be repaired or corrected by Tenanton an "as is" basis. Landlord shall, at its sole cost and expense. Tenant acknowledges that neither Landlord nor , construct, repair and/or replace the items set forth on Schedule A attached to this Lease (collectively, the "Landlord's Agents have made any representations or warranties as to Work"). The Landlord's Work shall be constructed in a good and workmanlike manner in compliance with all applicable building codes and permits, and in accordance with the suitability or fitness scheduled completion dates for each component of the Premises Landlord's Work set forth on attached Schedule A. Landlord shall obtain any customary manufacturers/installers warranties for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except Work. Except as expressly provided in this Lease. If , Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease as of the "Early Occupancy Date" (as defined in Section 3.2), which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (1) those defective or incomplete portions of the Landlord's Work which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10forty-day periodfive (45) days following Landlord's written notice(s) that the Landlord's Work has been substantially completed (or within forty five (45) days following the date of this Lease for items of Landlord's Work designated as "complete" on the attached Schedule A), it and (2) Landlord's obligations expressly set forth in Section 2.4 below. Landlord shall correct any deficiencies with the Landlord's Work promptly following delivery of the itemized punch list therefor as provided in the foregoing. Landlord shall also provide two (2) allowances to Tenant as follows: (a) Sixteen Thousand Seven Hundred Dollars ($16,700.00) (the "Access Control Allowance") towards the cost to repair and/or replace the access control system in the Premises (the "Access Control Work"); and (b) Three Hundred thousand Dollars ($300,000.00) (the "Floor Surface Allowance") towards the cost of bead blasting, repairing and otherwise preparing the surface of the Building's slab as more particularly provided in that certain proposal from Xxxxxx'x Rug dated June 1, 2005, a copy of which proposal is attached hereto as Exhibit J (the "Floor Surfacing Work"). Tenant shall obtain those warranties from the manufacturers/installers for the Access Control Work and for the Floor Surfacing Work satisfactory to Tenant in its sole discretion, and Landlord shall have no liability whatsoever for the Access Control Work and/or for the Floor Surfacing Work beyond payment of the applicable allowance therefor. Sums from each of the allowances shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items paid within thirty (30) days of Landlord's receipt of an invoice(s) with respect to the covered work. Promptly from and after the walk-through inspection; providedfull execution and delivery of this Lease, howeverLandlord shall deliver possession of the Premises to Tenant (such date of delivery of possession (the "Delivery Date") for Tenant's construction of those tenant improvements (the "Tenant Improvements") in the Premises as provided in, that if such punch-list items cannot reasonably be completed within and subject to the 30-day periodterms and conditions of, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute Work Letter attached as Exhibit X hereto (the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant"Work Letter").

Acceptance of Premises. Within ten (10) days after completion of Tenant acknowledges that Landlord has not made any representation or warranty with respect to the Tenant Improvements, Tenant shall conduct a walk-through inspection condition of the Premises or the Building or with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as respect to the suitability or fitness of the Premises either for the conduct of Tenant's business ’s Permitted Use or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises purpose except as expressly provided set forth herein. To the best of Landlord’s knowledge, without inquiry, the Building and Premises comply with Applicable Laws (as defined in Section 6.02(A)). (A) Tenant currently occupies Suite 600 pursuant to a prior lease agreement (“Prior Lease”) which will be terminated on the Commencement Date and replaced by this Lease. If Prior to the Commencement Date, Landlord or its designee and Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after will walk Suite 700 for the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within purpose of reviewing the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute condition of the same (and the condition of completion and workmanship of any tenant improvements in the Premises which Landlord is required to completion. Upon completion of construct in the Premises pursuant to this Lease); after such punch-list itemsreview, Tenant shall approve such completed items execute a Suite Acceptance Letter, in writing the form of Exhibit “D” attached hereto. (B) Except as is expressly set forth in this Section 2.02, the Work Letter Agreement attached hereto as Exhibit “B,” the Suite Acceptance Letter attached hereto as Exhibit “D,” and the Suite 685 Acceptance Letter attached hereto as Exhibit “D-1,” Tenant agrees to accept the Premises and the Building in their respective “as is” physical condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements (or to provide any allowance for same) except for Landlord. If Tenant fails ’s obligations pursuant to approve such items within fourteen (14) days Section 8.1 and Article 11 of completion, such items shall be deemed approved by Tenantthis Lease.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted accept the Premises in good, clean and completed its condition and repairas of the Commencement Date, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions as well as Landlord’s representations as provided in this Paragraph 2. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that the 1. Premises are suitable for Tenant’s intended purposes. Except as provided in Axxxxxxx 0, Xxxxxxxxx 10 and any warranties or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly representations provided in this Paragraph 2, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Landlord shall deliver the Premises to Tenant on the Commencement Date vacant of all occupants, clean and free of debris, with all carpets cleaned, all lighting (including ballasts) in good working order, and in the condition required by Addendum 2, entitled “Construction”. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Addendum 2, this Pxxxxxxxx 0, Xxxxxxxxx 10 and any punchlist items agreed to in writing by Landlord and Tenant. Landlord represents and warrants that as of the Commencement Date, the Premises shall be in compliance with all Legal Requirements (hereinafter defined in Paragraph 3) in effect as of the Commencement Date of this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day periodrepresents and warrants that as of the Commencement Date, it the Premises and the Building’s roof, HVAC, electrical, plumbing, and other mechanical systems shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty in good working order and Landlord warrants the Premises and such systems for a period of six (306) days after months from the walk-through inspectionCommencement Date; provided, however, that if such punch-list items canwarranty shall not reasonably be completed within effective for any maintenance, repairs or replacements necessitated due to the 30-day periodmisuse of, Landlord's contractor shall commence such performance within or damages caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Further, Landlord represents and warrants, to the 30-day period and diligently thereafter prosecute best of its knowledge, that the same to completion. Upon completion Premises is free of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantmaterial defects.

Acceptance of Premises. Within ten (10) days after completion Subject to the warranty of the Tenant ImprovementsLandlord set forth in Section 9 of this Lease, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by Tenant’s taking possession of the Premises shall constitute Tenant’s acknowledgment that the Premises are in good condition and that the Tenant Improvements are constructed in accordance with the Work Letter Agreement, and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, ordinances, including zoning ordinances, and regulations governing and relating to the use, occupancy or possession of the Premises. Notwithstanding the foregoing, within sixty (60) days after Tenant takes possession of the Premises, Tenant shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord shall complete or correct in order for the Premises to be reasonably acceptable. Landlord shall complete and/or correct the Punch List Items using its good faith efforts and due diligence; provided, however, that with respect to those Punch List Items that Landlord reasonably contends do not require completion and/or correction, Landlord and Tenant shall negotiate in good faith for a resolution of such Punch List Items. If Tenant does not deliver the Punch List Items to Landlord within said sixty (60) days, Tenant shall be deemed to have accepted the condition of the Premises. No promise of Landlord to alter, remodel, repair or improve the Premises in goodor the Building and no representation, clean and completed condition and repairexpress or implied, subject to all applicable laws, codes and ordinances. Any damage respecting any matter or thing related to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenantthe Building or this Lease (including, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to without limitation, the suitability or fitness condition of the Premises for Building or the conduct of Tenant's business Premises) have been made to Tenant by Landlord, its agents or for any employees, other purpose, nor has Landlord than as set forth in the Work Letter Agreement or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (i) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1), however, that if such punch-list and (ii) Landlord’s obligations expressly contained in Section 2.4 of this Lease. If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion of the Tenant ImprovementsExcept as may otherwise be expressly provided in a Construction Addendum attached hereto as Exhibit B, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch listits “AS‑IS, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairWHERE‑IS” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or for ’s business, and Tenant waives any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to implied warranty that the Premises except as are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS‑IS, WHERE‑IS” CONDITION (EXCEPT AS EXPRESSLY PROVIDED IN THE CONSTRUCTION ADDENDUM ATTACHED HERETO AS EXHIBIT B), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE PREMISES ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (EXCEPT AS EXPRESSLY PROVIDED IN THE CONSTRUCTION ADDENDUM ATTACHED HERETO AS EXHIBIT B), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. TENANT HEREBY WAIVES ANY WARRANTY OF CONDITION OR HABITABILITY, SUITABILITY FOR OCCUPANCY, USE OR HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. Tenant has not relied on any representations or warranties not expressly provided set forth in this Lease. If Tenant fails to submit a punch list to Except as provided in Section 10 and Exhibit B, in no event shall Landlord within such 10-day period, it have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be deemed conclusive evidence that there Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period ’s responsibility under Section 10 and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.Exhibit B.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlordany representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's Agents have use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Early Occupancy Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-Early Occupancy Date (as deemed in Section 3.1). Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Site or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, that neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Site, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Site not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease! which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with-the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“WorkLetter”), which defective or incomplete portions of the Tenant Improvements do not materially impair the use of the Premises for Tenant’s normal business operations therein, and which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within Commencement Date (as defined in Section 3.1) (the 30-day period, Landlord's contractor “Punch List Items”). Nothing contained in this Section shall commence such performance within affect the 30-day period and commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently thereafter prosecute the same to completion. Upon completion complete all Punch List Items of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion of Tenant accepts the Premises, the Common Areas and Project in their “as-is, where-is” condition, provided Landlord shall upgrade the lighting in the restrooms using Building standard materials. Tenant Improvements, Tenant shall conduct a walk-through inspection hereby agrees and warrants that it has investigated and inspected the condition of the Premises with Landlord and complete a punch list the suitability of items needing additional work. Other than the items specified in the punch list, if anysame for Tenant’s purposes, and latent defects in the Capital Improvements Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that could not have been discovered by a reasonably thorough visual inspection its obligations hereunder should be reduced or limited because of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession condition of the Premises, Tenant shall be deemed to have accepted Premises or the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to Building or the Premises caused by suitability of same for Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense’s purposes. Tenant acknowledges that neither Landlord nor Landlord's Agents have any agent nor any employee of Landlord has made any representations or warranties as warranty with respect to the Premises or the Building or with respect to the suitability or fitness of the Premises either for the conduct of Tenant's ’s business or for any other purpose, nor and Tenant expressly warrants and represents that Tenant has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to 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-described condition except as expressly provided in this Lease. If to latent defects and subject to problems or conditions of which Tenant fails to submit a punch list to gives Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items notice within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within Commencement Date. Within thirty (30) days following the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsCommencement Date, Tenant shall approve such completed items complete, execute and return to Landlord a Statement of Commencement Date in writing the form of Exhibit “B” hereto. Acceptance of the Premises by Tenant in no way relieves Landlord its responsibilities to Landlord. If Tenant fails to approve such items within fourteen (14) days maintain and repair Systems, Equipment and the Common Area, as specified in Section 5.2 of completion, such items shall be deemed approved by Tenantthis Lease.

Acceptance of Premises. Within ten (10) days after completion Subject only to the fourth sentence of the Tenant Improvementsthis Paragraph 6, Tenant shall conduct a walk-through inspection of Subtenant acknowledges that it has inspected the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted it accepts the Premises in goodtheir present condition. Without limiting the generality of the foregoing, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to Subtenant acknowledges that it or its consultants have determined that the electrical service in the Premises caused by Tenantwill meet the Subtenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseneeds. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties Sublandlord makes no representation as to the suitability or fitness adequacy of the Building or the Premises (including, without limitation, the electrical service in the Building or the Premises) for any use to be made of the Premises for by Subtenant. Notwithstanding the conduct of Tenant's business or for any other purposeforegoing in this Paragraph 6, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements but subject to the last sentence of this Paraxxxxx 0, Xxxxxxxxxxx xxxeby indemnifies Subtenant and holds Subtenant harmless from and against, and agrees to pay for, all costs or expenses whatsoever which Subtenant may incur in order to correct any latent defect in work performed by Sublandlord on the Premises except that caused such work not to be in compliance with applicable law as expressly provided in this Lease. If Tenant fails to submit effect on the date upon which such work was completed (such a punch list to Landlord within such 10-day periodlatent defect, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspectionhereinafter, a "Latent Defect"); provided, however, that if such punch-list items cannot reasonably indemnity shall cover only such costs and expenses as must necessarily be completed within incurred in order to render the 30-day period, Landlord's contractor shall commence work affected by a Latent Defect in compliance with applicable law as in effect on the date upon which such performance within work was completed. Nothing in the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items immediately preceding sentence shall be deemed approved to provide for indemnification of Subtenant by TenantSublandlord against any costs or expenses incurred by Subtenant (a) with respect to any Latent Defect that arises as a result of any alternations made to the Premises by Subtenant, (b) with respect to any Latent Defect that arises as a result of any use of the Premises by Subtenant that differs from Sublandlord's use of the Premises, (c) in connection with any inspection of the work performed by Sublandlord on the Premises, (d) for attorneys' fees or expenses; (e) in connection with obtaining any permit (including, without limitation, any building permit) or any certificate of occupancy (except for those costs and expenses incurred in correcting a Latent Defect so as to render the work affected thereby in compliance with applicable law as in effect on the date upon which such work was completed); or (f) in connection with any patent defect in any work performed by Sublandlord.

Acceptance of Premises. Within ten (10a) days after completion of the Tenant ImprovementsSubject to Paragraph 2(b) and Paragraph 2(c) below, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits “as-is” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Tenant acknowledges that (1) it has inspected and accepts the Premises in an “As Is, Where Is” condition, (2) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (3) the Premises are in good and satisfactory condition, (4) no representations as to the repair of the Premises, nor has promises to alter, remodel or improve the Premises have been made by Landlord, and (5) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's Agents ’s responsibility under Paragraph 10 and any punchlist items agreed to undertake in writing by Landlord and Tenant. (b) Notwithstanding the foregoing, Landlord hereby represents that the existing plumbing, HVAC, lighting, electrical and mechanical systems servicing the Premises (collectively, the “Building Systems”) shall be in good working order as of the date (the “Occupancy Date”) that Tenant first uses or occupies all or any Alterations or construct any Improvements portion of the Premises, and that Landlord will arrange for service of the HVAC systems within 30 days prior to the Premises Occupancy Date, (except to the extent any defects therein exist as expressly provided a result of any act or omission of Tenant or Tenant’s agents, employees, contractors, subcontractors, subtenants, assigns, licensees or invitees); provided, however, if Tenant does not deliver written notice to Landlord of any material defects with respect to the condition of the Building Systems within thirty (30) following the Occupancy 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. If a material breach of the foregoing representation exists, and Tenant fails to submit a punch list to Landlord within such 10-day periodtimely (i.e., it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after following the walk-through inspection; providedOccupancy Date) delivers written notice to Landlord setting forth in reasonable detail a description of such material breach, howeverLandlord shall, that if such punch-list items cannot reasonably be completed within the 30-day periodas Tenant’s sole and exclusive remedy, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute rectify the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to at Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant’s expense.

Acceptance of Premises. Within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch listits “AS‑IS, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairWHERE‑IS” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions. Any damage Landlord shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall cause the Tenant Improvements (as defined in the Construction Addendum attached hereto as Exhibit C) and Landlord’s Work (as defined in the Construction Addendum attached hereto as Exhibit C) to be installed within the Premises caused by Tenant's move-in shall be repaired accordance with the terms of Exhibit C. Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Tenant acknowledges that (a) prior to the Commencement Date, Tenant owned and occupied the Project and is, accordingly, thoroughly familiar with the condition of the Project, (b) subject to the completion of the Tenant Improvements and Landlord’s Work, it has inspected and accepts the Premises in an “As‑Is, Where‑Is” condition, (c) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (d) the Premises are in good and satisfactory condition, (e) no representations as to the repair of the Premises, nor has Landlord promises to alter, remodel or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to improve the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day periodExhibit C hereto have been made by Landlord, it shall be deemed that and (f) there are no Improvement items needing additional work representations or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedwarranties, howeverexpressed, implied or statutory, that if such punch-list items cannot reasonably be completed within extend beyond the 30-day perioddescription of the Premises. Landlord shall enforce any applicable warranty relating to the Tenant Improvements and Landlord’s Work on Tenant’s behalf. Except as provided in Section 10, Landlord's contractor in no event shall commence such performance within Landlord have any obligation for any defects in the 30-day period and diligently thereafter prosecute Premises or any limitation on its use. Subject to the same to completion. Upon completion of such punch-list itemsthe Tenant Improvements and Landlord’s Work, the taking of possession of the Premises shall be conclusive evidence that Tenant shall approve such completed accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Section 10 and any punchlist items agreed to in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Landlord and Tenant.

Acceptance of Premises. Within ten Landlord hereby warrants to Tenant that, ---------------------- to the actual knowledge of Xxxxx Xxxxxxxx, the existing plumbing, fire sprinkler system, alarm, UPS generator, lighting, air conditioning, ventilation and heating systems within the Premises shall be in good operating condition on the Commencement Date. If a non-compliance with said warranty exists as of the Commencement Date, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, rectify same at Landlord's expense. If Tenant does not give Landlord written notice of a non- compliance with this warranty within thirty (1030) days after completion the Commencement Date, correction of that non-compliance shall be the obligation of Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord at Tenant's sole cost and complete a punch list of items needing additional workexpense. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by By taking possession of the Premises, Tenant shall be deemed to have accepted acknowledges that it is accepting the Premises in good, clean and completed condition and repairits "as is" condition, subject to all applicable laws, codes Landlord's obligations under Section 2.2 above and ordinancessubject to Landlord's warranty set forth in this Section 2.3 above. Any damage During the term of this Lease Tenant shall comply with the reasonable rules and regulations from time to time promulgated by Landlord of which Tenant is noticed (and non-discriminatorily applied) governing the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseuse of any portion of the Project. Tenant acknowledges that that, except as otherwise set forth in this Section 2.3 above, neither Landlord nor Landlord's Agents agents have made any representations representation or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business business, the condition of the Building or Premises, or the use or occupancy which may be made thereof and Tenant has independently investigated and is satisfied that the Premises are suitable for any other purpose, nor has Landlord or LandlordTenants's Agents agreed to undertake any Alterations or construct any Improvements intended use. The preceding to the Premises contrary notwithstanding, except as expressly otherwise provided in Section 6.2 below, Landlord shall be responsible for complying with the requirements of Title III of the Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et. seq., and the regulations promulgated thereunder (the "ADA"), as respects the common areas within the Building and the exterior common areas. Tenant shall be responsible for complying with ADA as respects the Premises. Notwithstanding anything to the contrary contained in this Lease, Tenant's acceptance of the Premises shall not be deemed a waiver of Tenant's right to have defects in the demising wall constructed by Landlord pursuant to Paragraph 2.2 repaired at no cost to Tenant. If Tenant fails to submit a punch list shall give notice to Landlord within whenever any such 10-day perioddefect becomes reasonably apparent, it and Landlord shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after repair the walk-through inspection; provideddefect as soon as practicable, however, that Landlord shall be under no obligation to repair any defect in the improvements constructed by Landlord pursuant to Paragraph 2.2 if Tenant gives Landlord notice of such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon defect later than one (1) year following substantial completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantimprovements.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlordany representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant's Agents have use of the Premises with the applicable zoning or regarding any other land use matter, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as to the suitability or fitness regarding any construction of the Premises for the conduct Project not yet completed. Tenant further acknowledges that neither Landlord nor any representative of Tenant's business or for any other purpose, nor Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or to construct any Improvements improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day periodLease and/or the Work Letter, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty attached hereto as Exhibit X (30) days after the walk-through inspection; provided"Work Letter"), howeverand the Project, that if such punch-list items cannot reasonably be completed within attached hereto as Exhibit Y. As of the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsCommencement Date, Tenant shall approve such completed items be conclusively deemed to have accepted the Premises and those portions of the Building and Project in writing which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to Landlordthose defective or incomplete portions of the Tenant Requested Improvements constructed by Landlord which Tenant and the Landlord mutually agreed (as defined by the Work Letter and the Project). If no additional items are required of Landlord under the Work Letter, Tenant fails to approve such items within fourteen (14) days of completion, such items shall be conclusively deemed approved by Tenantto have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent.

Acceptance of Premises. Within ten Except as may otherwise be expressly provided in a Construction Exhibit attached hereto as Exhibit C , Tenant shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to latent defects of which Tenant gives Landlord written notice within thirty (1030) days after completion discovery, but in no event one hundred eighty (180) days after the Commencement Date and patent defects of which Tenant gives Landlord written notice within thirty (30) days after the Tenant ImprovementsCommencement Date, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, further subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage Landlord represents and warrants that, as of the Commencement Date (i) to Landlord’s actual knowledge, the Building and the Premises caused by shall contain no asbestos, PCBs or any airborne or site pollutants and (ii) the Premises shall comply with all applicable Legal Requirements (as hereinafter defined), other than zoning ordinances and other Legal Requirements specific to Tenant's move-’s use of the Premises; provided, however, in shall be repaired or corrected by the event of any breach of the foregoing representations and warranties, Tenant, at as its sole cost and exclusive remedy, may require Landlord, as applicable and at Landlord’s sole expense, to remove said asbestos, PCBs, or airborne or site pollutants and/or to bring the Premises in compliance with applicable Legal Requirements (other than zoning ordinances and other Legal Requirements specific to Tenant’s use of the Premises) within six (6) months following Landlord’s receipt of written notice specifying the nature of such breach or noncompliance; provided however, if such breach of representation or noncompliance is not reasonably susceptible of cure within said six (6) months, then Landlord shall cure the breach and/or bring the Premises in compliance, as applicable, within such period of time as is reasonably necessary so long as Landlord commences to cure within said six (6) month period. Tenant acknowledges that neither Landlord nor Landlord's Agents have has made any representations no representation or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or for ’s business, and Tenant waives any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to implied warranty that the Premises except are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN EXHIBIT C ATTACHED HERETO), (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LEASE, LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS LEASE, INCLUDING EXHIBIT C ATTACHED HERETO), AND (4) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES, OTHER THAN AS EXPRESSLY SET FORTH IN THIS LEASE. Except as expressly provided in this Lease, including Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. If Tenant fails to submit a punch list to Landlord within such 10-day period, it The taking of possession of the Premises shall be deemed conclusive evidence that there Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are no Improvement Landlord’s responsibility under this Lease, including Paragraph 10, and any punchlist items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same agreed to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Landlord and Tenant.

Acceptance of Premises. Within ten (10A) days after completion of Except as expressly set forth herein (including, without limitation, the Tenant ImprovementsWork Letter and the schedules thereto), Tenant shall conduct a walk-through inspection acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises or the Building or with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as respect to the suitability or fitness of the Premises either for the conduct of Tenant's business ’s Permitted Use or for any other purpose, nor . (B) Except for the Landlord’s Work described in Schedules 1 and 2 of the Work Letter which Landlord has Landlord or Landlord's Agents agreed to undertake perform in accordance with the terms of the Work Letter or as otherwise expressly set forth in this Lease (including without limitation the Work Letter and Schedules 1 and 2 thereto), Tenant agrees to accept the Premises in its “as is” physical condition without any Alterations agreements, representations, understandings or construct obligations on the part of Landlord to perform any Improvements alterations, repairs or improvements. (C) Landlord shall repair within a commercially reasonable time period, at its sole cost, all items set forth in the punch list described in Section 5 of the Work Letter. In addition and notwithstanding anything to the Premises except as expressly provided contrary herein, Landlord will repair at its sole cost any defects in this Lease. If Tenant fails to submit a punch list to Landlord the Base Building Work and any latent defects in the Work (which is not Base Building Work) of which it is notified in writing within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days one year after the walk-through inspection; provided, however, Commencement Date. (D) Provided that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsis not a Tenant Delay (as defined in the Work Letter), Tenant shall approve such completed items in writing have the right to Landlord. If Tenant fails to approve such items within fourteen (14) days enter into the Premises after the Lease Date for the purpose of completioninstalling furniture, such items fixtures and equipment and installing tenant improvements or other special leasehold improvements, including telephone/data cabling and millwork, which entry shall be deemed approved by subject to all the terms and provisions of this Lease and Section 8 of the Work Letter and the Lease shall be binding upon Landlord and Tenant for the Term and enforceable in accordance with its terms, except that Tenant’s obligation to pay Rent shall not commence until the Commencement Date. (E) Tenant shall not be charged for freight elevators, security, access to loading docks, utilities, or temporary HVAC prior to the Commencement Date. (F) Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law.

Acceptance of Premises. Within ten (10) days after completion At any time during the construction of the Tenant Improvements, Tenant shall conduct may reject any Work that does not conform to the Plans and Specifications. Within _____________ (______) days after Landlord delivers to Tenant a walk-through list of Work items remaining to be done or corrected and notifies Tenant that the Tenant Improvements are ready for inspection by Tenant's Representative pursuant to Article 8 of the Premises with Lease, Tenant shall deliver to Landlord and complete a punch list of items needing additional workthat Tenant shall have reasonably determined that Landlord must complete or correct prior to Tenant's acceptance of possession in order for the Work to conform to the Plans and Specifications and to attain Substantial Completion and be ready for Tenant’s occupancy. Other than Landlord shall immediately commence to complete or correct the items specified in listed by Xxxxxx, except those it contends are not reasonably justified. If Tenant fails to deliver such a list within the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises_____________ (______) day period, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to completion of the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor corrections on Landlord's Agents have made any representations or warranties list of corrections and, other than as to the suitability or fitness provided for in Article 8 of the Premises for Lease, to have approved the conduct construction. Failure of Tenant's business Landlord and Tenant to agree on the items to be corrected or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord completed within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty _____________ (30______) days after the walk-through inspection; provided, however, that if such punch-Tenant delivers its list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall entitle Tenant to initiate arbitration to be deemed approved by Tenantconducted pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association, and judgment upon the award of the arbitrator(s) may be entered in any court having jurisdiction.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or to construct any Improvements improvements to the Premises except as expressly provided in this Lease and/or the Work Letter, if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease. If , which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant fails has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to submit those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty fifteen (3015) days after the walk-through inspection; provided, however, that if such punch-list Commencement Date (as defined in Section 3.1). If no items cannot reasonably be completed within are required of Landlord under the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsWork Letter, Tenant shall approve such completed be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten Tenant acknowledges that except as provided below, neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Site or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (10i) days after completion what other tenants or uses may be permitted or intended in the Building or the Site, (ii) any exclusivity of the use by Tenant Improvements, Tenant shall conduct a walk-through inspection with respect to its permitted use of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified as set forth in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Item 3 of the Capital ImprovementsBasic Lease Provisions, and subject to Landlord's representations and warranties described below, by taking possession or (iii) any construction of portions of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseSite not yet completed. Tenant further acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness representative of the Premises for the conduct of Tenant's business or for any other purpose, nor Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1) If no items are required of Landlord under the Work Letter, Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items of which it is notified as provided above. Notwithstanding the foregoing, however, Landlord represents that if such punch-list items cannot reasonably be completed within as of the 30-day periodCommencement Date, Landlord's contractor shall commence such performance within the 30-day period Premises and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items all Building systems therein shall be deemed approved by Tenantin good working order and condition.

Acceptance of Premises. Within ten (10) days after completion Section 3 of the Lease is deleted and restated ---------------------- as follows: "Landlord represents to Tenant Improvementsthat the Property is zoned BC (Business Campus District). Tenant has been given the opportunity to examine Township's Zoning Code, and has satisfied itself that such Code will permit the use of the Property for the conducting of Tenant's business thereon. Tenant's acceptance of occupancy of the Premises shall, subject to such obligations as are assumed by Landlord hereunder, and subject to Landlord's warranty obligations as hereinafter described, constitute Tenant's acceptance of the work which Landlord is required to perform pursuant to subsection 30(c), and any schedule or exhibit in this lease, excepting only items listed on the Punch List (as hereinafter defined). Tenant and its agents shall conduct have the right, at Tenant's own risk, expense, and responsibility, at all reasonable times prior to the Commencement Date, upon reasonable prior notice to Landlord, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord and Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord. At or immediately prior to the time Tenant takes occupancy of the Premises, a representative of Landlord and a representative of Tenant will perform a walk-through inspection of the Premises with Landlord and complete will prepare a punch list of items needing additional work. Other than the items specified in the punch list, if anyone is required, and latent defects in the Capital Improvements that could not have been discovered of any items remaining to be completed, furnished, repaired, or replaced ("Punch List"). Such Punch List will be signed by a reasonably thorough visual inspection representative of the Capital Improvements, Landlord and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct a representative of Tenant's business or for any other purpose, nor has . Landlord or Landlord's Agents agreed agrees to undertake any Alterations or construct any Improvements cause all items listed on the Punch List to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items performed within thirty (30) days after the walk-through inspection; provided, however, that if or such punch-list items cannot longer period as shall be reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same required in order to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve complete such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwith reasonable diligence."

Acceptance of Premises. Within Except as set forth below, the Subleased Premises will be delivered by the Sublessor, and accepted by the Sublessee, in their "as-is" condition except for latent defects not reasonably discoverable through visible inspection, in which event repair of Sublease Premises shall be sought by Sublessor pursuant to Section 10 of the Prime Lease. Sublessor is not obligated to make any improvements or repairs to the Subleased Premises except to demise the Subleased Premises (the expense to demise Sublease Premises to be borne solely by Sublessor). Notwithstanding the foregoing, Sublessor shall cooperate with Sublessee to enforce and obtain the performance of Landlord's obligations under the Prime Lease, without cost to Sublessor. The Sublessee has had an opportunity to inspect the Subleased Premises and has found the Subleased Premises to be fit for the Sublessee's use. The Sublessee accepts the premises with all systems (including, without limitation, heating, ventilating, air conditioning, telephone, etc.) to be in good working order and repair. Failure of Sublessee to notify Sublessor of any problems or issues with such systems within 30 days after the commencement date of the term shall be deemed an acceptance by Sublessee that such systems are in good working order. In the event Sublessee requires that alterations be made to the Subleased Premises, all alterations shall be subject to the reasonable approval of the Sublessor and to the terms and conditions of the Prime Lease. Any alterations or improvements made to the Subleased Premises by Sublessee shall be removed at Expiration Date if so requested by Sublessor or the Prime Lessor at time Sublessee requests consent from Sublessor or the Prime Lessor to improve or alter Subleased Premises. Sublessor shall be responsible for any damage done to the Subleased Premises in the process of Sublessor moving in or out of the Premises. Sublessee shall pay to Sublessor as rent for the Subleased Premises, the following: Ten Thousand, Seven Hundred, Sixty Nine and 50/100 Dollars ($10,769.50) per month commencing on Sublessee's possession of the Subleased Premises, and continuing up to and including July 31, 2001; Eleven Thousand, Ninety Two and 59/100 Dollars ($11,092.59) per month commencing on August 1, 2001 and continuing up to and including July 31, 2002; Eleven Thousand, Four Hundred, Twenty Five and 36/100 ($11,425.36) per month commencing on August 1, 2002 and continuing up to and including July 1, 2003; Eleven Thousand, Seven Hundred, Sixty Eight and 99/100 Dollars ($11,768.12) per month commencing on August 1, 2003 and continuing up to and including August 31, 2003; Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment. The rent will be paid in advance, on or before the first day of each month during the term of this Sublease. Rent and additional rent and other charges shall be payable without notice or demand, without any deduction, offset, or abatement except as otherwise provided and in immediately available funds of the United States of America to Sublessor at: Software Technology, Inc. Attention: Xxxxx Xxxx, Vice President of Finance 0000 Xxxx Xxxxxx Xxxxxxxxx, XX 00000 Or to such other person or at such other place as Sublessor may designate in writing. If Sublessee shall fail to pay any Rent within ten (10) days after completion such Rent becomes due and payable, then (a) Sublessee shall pay to Sublessor a late charge of five percent (5%) of the amount of such overdue Rent, and (b) any such late Rent payment shall bear interest from the date such rent became due and payable to the date of payment thereof by Tenant Improvementsat the Interest Rate of eighteen percent (18%) per annum, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other but in no event greater than the maximum rate permitted by law. Such late charge and interest shall be due and payable within five (5) business days after written demand from Sublessor is received by Sublessee. Commencing as of January 1, 2001, Sublessee shall also pay to Sublessor, as additional rent, its prorata share (currently 6.54%) of increases in Operating Expenses and Real Estate Taxes (as such items specified are defined in the punch listPrime Lease) over the actual expenses incurred during the base year, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant which shall be deemed defined as Calendar Year 2000. Sublessee shall also pay to have accepted Sublessor, as additional rent, its pro rata share of any other sums and charges (expect fixed rent) required to be paid by Sublessor to Prime Lessor under the Premises in goodPrime Lease, clean and completed condition and repair, subject whether or not referred to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or additional rent (except for any other purpose, nor has Landlord charges and sums due solely to services requested by Sublessee or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantsolely benefiting Sublessor).

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representations representation or warranties as warranty with respect to the Premises, the Building or the Project or the suitability or fitness of the Premises for the conduct of Tenant's business or either for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided set forth in this Lease. If Tenant fails acknowledges that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. Notwithstanding the foregoing, Landlord represents that, to submit the current, actual knowledge of Landlord’s property manager for the Project, without the duty of independent investigation or inquiry, the ground floor slabs of the Building do not have moisture issues. The Premises shall be delivered to Tenant with all of the Building systems servicing the Premises in good working condition. Except for the foregoing delivery obligations of Landlord and Landlord’s express repair and maintenance obligations set forth in this Lease, the taking of possession or use of the Premises by Tenant for any purpose other than construction shall conclusively establish that the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The punch list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) 30 days after the walk-through inspection; providedCommencement Date (as defined herein). Subject to the Landlord Warranty (defined in Section 2.3 below), howeverthe taking of possession or use of the Premises by Tenant for any purpose other than construction, moving furniture or equipment, and installing telephone and data cabling shall conclusively establish that if such punch-the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, and Tenant accepts the improvements in their existing condition, and waives any right or claim against Landlord arising out of the condition of the Premises. Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10a) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection When Host is ready to grant possession of the Premises with Landlord to Guest, the parties shall walk through the Premises together and complete a punch shall set forth any punch-list of items needing additional workin writing signed by Host and Guest. Other than Notwithstanding anything to the items specified contrary contained in the punch listLease, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness Guest’s acceptance of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete subject to (a) Host’s correction of all reasonable punchsuch Punch-list items within thirty (30) days after the walk-through inspectionDelivery Date; provided(b) latent defects; and (c) Host’s warranties as to defects. (b) Notwithstanding any provision to the contrary contained in the Lease, howeverif the Delivery Date has not occurred by the date which is one hundred twenty (120) days after the issuance of a building permit, Guest shall have the right to cancel the Lease upon five (5) days written notice to Host. Upon such cancellation, Host shall refund any prepaid rent to Guest, and Host and Guest shall have no liability thereafter accruing the Lease. (c) Host hereby warrants, represents and covenants that if such punch-list items canon the Commencement Date, the Premises and the building systems shall be free from faults or defects and that the Premises and the common areas shall comply with all applicable laws, statutes, ordinance, governmental rules, regulations and requirements, including without limitation all applicable fire and building codes, all covenants, conditions, restrictions and easements affecting the Premises. With regard to the Americans with Disabilities Act, the Premises shall comply with the Act and all standards provided for by the Act which are applicable to the Building and Premises. If, within one (1) year after the Commencement Date, any portion of the Premises is found to be faulty or defective or not reasonably be completed within in conformance with the 30-day periodprovisions of the Lease, Landlord's contractor Host shall commence such performance within the 30-day period and diligently thereafter prosecute cause the same to completion. Upon completion be corrected at its own expense promptly after receipt of such punch-list itemsa written notice from Guest to do so. (d) Host, Tenant at Host’s expense, shall approve such completed items in writing engage a qualified industrial hygienist to Landlord. If Tenant fails survey the Building for asbestos and prepare a report on his findings, which report shall be provided to approve such items Guest within fourteen thirty (1430) days of completionthe date hereof. Said report shall include the Hygienist’s recommendations as to what asbestos, if any, is hazardous to human health and should be removed; and Host shall remove such items asbestos prior to the Commencement Date. Host warrants that any asbestos remaining in the building will not be injurious to Guest’s employees, agents and visitors. Host shall indemnify, defend and hold Guest harmless against all claims, losses or liabilities arising out of or in connection with the presence of any asbestos and Guest shall be entitled to claim from Host all consequential damages arising out of Host’s breach of the warranty contained in the previous sentence. Notwithstanding any provision to the contrary contained in the Lease, if the recommendations of the Hygienist for removal of asbestos are not completed prior to Commencement Date, Guest shall have no obligation to commence the Lease and shall have the right to cancel the Lease upon five (5) days written notice to Host. Upon such cancellation, Host shall refund any prepaid rent to Guest, and Host and Guest shall have no liability thereafter accruing the Lease. (e) As soon as Host’s Work (if any) is sufficiently complete to allow the commencement of Guest’s Work, Host shall allow Guest to enter the Premises for the purpose of completing Guest’s Work and installing Guest’s trade fixtures, equipment, furnishings and other personal property. Such entry shall not be deemed approved to be an acceptance of the Premises by TenantGuest for the purpose of commencement of the Lease Term, unless the conditions for commencement of the Lease Term as described in Section 1.1 have been satisfied.

Acceptance of Premises. (a) Prior to Tenant’s taking possession of the Premises, Landlord or its designee and Tenant will walk the Premises for the purpose of reviewing the condition of the Premises and the Substantial Completion of the Landlord Work (as such terms are defined below). Within ten five (105) business days after completion such review, Landlord and Tenant shall execute and deliver to each other duplicate original counterparts of the Tenant ImprovementsAcceptance Letter. (b) Tenant acknowledges and agrees that, as of the date of this Lease, Tenant shall has been given the opportunity to conduct a walk-through inspection its own investigation of the Premises with Landlord and complete a punch list the physical condition thereof, including, without limitation, the accessibility and location of items needing additional work. Other than utilities, the items specified in the punch list, if anyimprovements, and latent defects the presence of Hazardous Substance (as defined in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Section 6.3), and any other matters which in Tenant’s judgment might affect or influence Tenant’s use of the Capital Improvements, Premises or Tenant’s willingness to enter into this Lease. Tenant recognizes that Landlord would not lease the Premises except on an “as is” and “with all faults” basis (subject to Landlord's ’s repair and maintenance obligations set forth in this Lease) and acknowledges that, except as set forth in this Lease, Landlord has made no representation of any kind in connection with the improvements to, or the physical conditions on, or bearing on the use of, the Premises. Tenant shall rely solely on Tenant’s own inspection and examination of such items and not on any representations and warranties described belowof Landlord, by taking express or implied. By Tenant’s acceptance of possession of the Premises, Tenant shall be deemed to have accepted conclusively acknowledge that Tenant accepts the Premises on an “as is and with all faults” basis and that Landlord, except as set forth in goodExhibit B or as may be expressly agreed by Landlord in writing or as set forth in this Lease, clean and completed condition and has no obligation to alter, repair, subject renovate, or render fit for Tenant’s occupancy, any part of the Premises. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to all applicable lawsTenant, codes and ordinances. Any damage to Tenant hereby acknowledges, that the Premises caused have not undergone inspection by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expensea person certified pursuant to Section 4459.2 of the California Government Code (a Certified Access Specialist). Tenant hereby waives any and all rights it otherwise might now or hereafter have under Section 1938 of the California Civil Code. (c) Tenant further acknowledges and agrees that neither Landlord nor Landlord's Agents have made any representations or warranties as Tenant has been given the opportunity to examine and inspect all matters with respect to Property Taxes, Operating Expenses, insurance costs, permissible uses, zoning, covenants, conditions and restrictions, and all other matters which in Tenant’s judgment might bear upon the value and suitability or fitness of the Premises for Tenant’s purposes or Tenant’s willingness to enter into this Lease; provided that such examination and inspection of Property Taxes and Operating Expenses pertains only to the conduct extent of the information and documents provided by Landlord. Tenant has and will rely solely on Tenant’s own inspection and examination of such items. Tenant’s execution hereof shall be conclusive evidence of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period ’s full satisfaction of its inspection and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantexamination.

Acceptance of Premises. Within ten Tenant hereby accepts the Premises in its “AS IS” condition during the Fifth Extension Term and acknowledges and agrees Landlord shall have no obligation to construct any tenant improvements to the Premises or make any alterations or additions thereto, and Landlord shall have no obligation to provide any tenant improvement allowance, credit, set-off, or other concession to Tenant, except as set forth herein. Landlord shall provide to Tenant as a tenant improvements allowance up to Four Dollars (10S4.00) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection per rentable square foot of the Premises with (i.e., up to $57,848.00) (the “Allowance”), which shall be applied by Landlord to its construction management fee and complete a punch list of items needing additional work. Other than to the items specified following work in and to the Premises (the “Work”): (a) to steam clean the carpet in the punch listPremises, if any(b) to repaint the Premises. using materials and colors approved by Landlord, and latent defects in the Capital Improvements that could not have been discovered (c) such other work as may be approved by a reasonably thorough visual inspection of the Capital Improvements, and Landlord (subject to Landlord's representations ’s possible requirement of a work letter and warranties described belowconstruction drawings depending upon the nature and scope of such work), by taking possession Landlord will coordinate the Work and will receive a construction management fee of five percent (5%) of the Premisescost of the Work, which fee will be paid from the Allowance. Tenant shall will be deemed solely responsible for moving, Tenant’s furniture, trade fixtures and equipment (“FF&E”) as reasonably necessary to have accepted accommodate the Premises in goodWork, clean and completed condition and repairthe costs for which may be paid from the Allowance, subject to all applicable lawsif available. If the contractor performing the Work is responsible for moving the FF&E, codes and ordinances. Any damage the costs thereof will be paid by Landlord from the Allowance directly to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Leasecontractor. If Tenant fails does not engage the contractor to submit a punch list to Landlord within such 10-day periodmove its FF&E, it shall any costs associated therewith may be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items paid from the Allowance, if available, within thirty (30) days after of Landlord’s receipt of paid invoices or receipts. Tenant will reasonably cooperate with Landlord to accommodate performance of the walk-through inspection; providedWork, howeverand Landlord will reasonably cooperate with Tenant to minimize the disruption to Tenant’s operations caused by the performance of the Work. However, Tenant will not be entitled to any abatement or reduction of Rent by reason of any interruption to Tenant’s operations caused by the performance of the Work. Tenant agrees that if such punch-list items canLandlord will not reasonably be completed within liable in any way for any injury, loss, or damage which may occur to any of Tenant’s property placed or installations made in the 30-day periodPremises during the performance of the Work, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completionbeing at Tenant’s sole risk. Upon completion of such punch-list items, Tenant shall approve be responsible for all costs of the Work in excess of the Allowance, if any. Any unused portion of the Allowance may be applied toward the cost of FF&E for the Premises so long. as Landlord is provided with invoices detailing such completed items in writing costs and appropriate detail of backup satisfactory to Landlord. Landlord agrees, upon receipt of such written evidence (including paid invoices) of such costs, to reimburse Tenant for the FF&E cost up to the remaining amount of the Allowance. Any unused portion of the Allowance must be utilized by or on behalf of Tenant for the purposes set forth herein on or before March 31, 2013. If not. Landlord will be entitled to retain any remaining balance of the Allowance and Tenant fails to approve such items within fourteen (14) days will forfeit all rights with respect thereto. In no event shall any portion of completion, such items shall the Allowance be deemed approved by Tenantused toward the payment of or as a credit or set-off against any Rent hereunder or under the Lease.

Acceptance of Premises. Within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord Except as provided in Sections 2.3 and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described 2.4 below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representations representation or warranties as warranty with respect to the Premises, the Building or the Project or the suitability or fitness of the Premises for the conduct of Tenant's business or either for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided set forth in this Lease. If Landlord shall deliver the Premises to Tenant fails in phases as follows: (i) the portion of the Premises comprised of office space and highlighted in yellow on Schedule 1 to submit Exhibit X (the “Office Space”) shall be delivered one day following the mutual execution and delivery of this Lease; (ii) the portion of the Premises comprised of lab space and highlighted in blue on Schedule 1 to Exhibit X (the “Phase 1 Space”) shall be delivered when the Phase 1 Space is ready for occupancy (as hereinafter defined); and (iii) the portion of the Premises comprised of lab space and highlighted in red on Schedule 1 to Exhibit X (the “Phase 2 Space”) shall be delivered when the Phase 2 Space is ready for occupancy. The actual date the Office Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Office Space Delivery Date.” The actual date the Phase 1 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 1 Space Delivery Date.” The actual date the Phase 2 Space is delivered to Tenant ready for occupancy shall be referred to herein as the “Phase 2 Space Delivery Date.” In no event shall Tenant have any obligation hereunder with respect to the Phase 1 Space prior to the Phase 1 Space Delivery Date or the Phase 2 Space prior to the Phase 2 Space Delivery Date. Except as provided in Sections 2.3 and 2.4 below, the taking of possession or use of any portion of the Premises by Tenant for the purpose of conducting its regular business activities in the Premises shall conclusively establish that such portion of the Premises and the Building were in satisfactory condition and in conformity with the provisions of this Lease in all respects, except for those matters which Tenant shall have brought to Landlord’s attention on a written punch list. The punch list shall be limited to any items required to be accomplished by Landlord under the Work Letter attached as Exhibit X, and shall be delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) 30 days after the walk-through inspection; provided, however, that if such punch-Commencement Date (as defined herein). Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten Tenant acknowledges that as of the Commencement Date, Tenant has inspected and accepts the Premises in their present condition, “AS IS” (10) WITH ALL FAULTS), and as suitable for the Permitted Use and for Tenant’s intended operations in the Premises, subject only to any work to be performed by Landlord as specified in Exhibit C, as applicable, one punchlist submitted by Tenant to Landlord within 20 days after completion Tenant takes possession of the Tenant ImprovementsPremises (which punchlist shall, Tenant shall conduct at Landlord’s election, be based on a walk-through joint inspection of the Premises with by Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if anyTenant), and latent defects the System Warranty (as defined below) provided that Landlord shall have no obligation to perform any work in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as specified in Exhibit C, the foregoing punchlist or in accordance with the System Warranty. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord or any agents of Landlord except as expressly provided set forth in this Lease. If Tenant fails to submit a punch list to However, notwithstanding the foregoing, Landlord within such 10-day periodagrees that the base Building electrical, it heating, ventilation and air conditioning and plumbing systems located in the Premises shall be deemed that there are no Improvement items needing additional work in good working order as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty omissions of Tenant or any Tenant Party or by any alterations or improvements performed by or on behalf of Tenant (30) days after including the walk-through inspection; providedTenant Work described on Exhibit C-1), however, that if such punch-list items cansystems are not reasonably be completed in good working order as of the date possession of the Premises is delivered to Tenant and Tenant provides Landlord with notice of the same within 90 days following the 30-day perioddate Landlord delivers possession of the Premises to Tenant, Landlord's contractor , at its cost, shall commence such performance within the 30-day period and diligently thereafter prosecute be responsible for repairing or restoring the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantthe “System Warranty”).

Acceptance of Premises. Within ten (10) days after completion of the Tenant ImprovementsExcept as may otherwise be expressly provided in EXHIBIT C attached hereto, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits "AS-IS" condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN "AS IS, WHERE IS" CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN EXHIBIT C ATTACHED HERETO, (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN EXHIBIT C ATTACHED HERETO, AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any other purpose, nor has Landlord defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's Agents responsibility under Paragraph 10 and any punchlist items agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If by Landlord and Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantIN ACCORDANCE WITH EXHIBIT C INCLUDING ANY LATENT DEFECTS.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's ’s representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's ’s move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's ’s Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's ’s business or for any other purpose, nor has Landlord or Landlord's ’s Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch punch-list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's ’s contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's ’s contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Within ten Except for Sublessor performing the Sublessor Work (10as more particularly set forth in Section 18(V) days after completion of the Tenant Improvementsbelow), Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted Sublessee accepts the Premises in goodits present, clean and completed “AS-IS, WHERE IS” condition and repair, subject to with all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspectionfaults; provided, however, subject to the terms and conditions of the Work Letter attached hereto as Exhibit C, Sublessor agrees to provide Sublessee with a Sublessee Improvement Allowance of up to $190.00 per square foot of rentable area in the Premises (the “Sublessee Improvement Allowance”) for the purpose of constructing improvements to the Premises pursuant to the terms of Exhibit C attached hereto. By occupying the Premises, Sublessee: (a) acknowledges that if Sublessee has had full opportunity to examine the Premises and is fully informed, independently of Sublessor or any employee, agent, representative, shareholder, officer or director of Sublessor, as to the character, construction and structure of the Premises; (b) acknowledges that neither Sublessor nor any of Sublessor’s employees, agents, representatives, shareholders, officers or directors, has made any representations, warranties or promises with respect to the Premises, including without limitation any representation or warranty as to fitness thereof for any purpose; (c) accepts the Premises in an “AS-IS, WHERE IS” condition and acknowledges that the Premises comply with all requirements imposed upon Sublessor under this Sublease; and (d) acknowledges and agrees that the Premises are subject to the limitations, encumbrances, and other matters described in the Primary Lease. Sublessee acknowledges that Landlord is currently performing certain Base Building Work (as defined in the Primary Lease) and that Sublessor has no liability or obligation to perform any such punch-list items canBase Building Work; provided, however, upon written notice from Sublessee, Sublessor shall diligently enforce any and all rights Sublessor may have under the Primary Lease with respect to the Base Building Work in the Premises. In no event shall Sublessor have any liability to Sublessee in the event there are any delays on the part of Landlord to complete the Base Building Work, except to the extent such delays are due to a default by Sublessor under the Primary Lease. In no event shall Sublessee interfere with or otherwise cause any delays in the completion of the Base Building Work by Landlord. Sublessee acknowledges that Sublessor is performing certain Sublessor Work, as more particularly set forth in Exhibit “F” and Sublessee shall not reasonably be completed interfere with such Sublessor Work. Notwithstanding the foregoing to the contrary, in the event Sublessee becomes aware of any latent defect (as such term is defined in Section 10.3 of Exhibit B of the Primary Lease) with respect to the Premises, Sublessee shall notify Sublessor of such within the 30-day period, Landlord's contractor shall commence such performance within applicable time periods set forth in Section 10.3 of Exhibit B of the 30-day period and diligently thereafter prosecute Primary Lease in order to enable Sublessor to timely notify Landlord of the same to completion. Upon completion and Sublessor shall diligently enforce the provisions of such punch-list itemsSection 10.3 for the benefit of Sublessee and the Premises. Notwithstanding the foregoing to the contrary, Tenant Sublessee shall approve such completed items in writing not be required to Landlord. If Tenant fails to approve such items within fourteen (14) days investigate or otherwise inspect the physical condition of completion, such items shall be deemed approved by Tenantthe Premises.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted accept the Premises in good, clean and completed its condition and repairas of the Commencement Date, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any other purpose, nor has Landlord defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's Agents responsibility under Paragraph 10 and any punchlist items agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Leasewriting by Landlord and Tenant. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within have thirty (30) days after following the walk-through inspectionCommencement Date to prepare the punchlist items to be repaired by Landlord; provided, however, such punchlist items shall not include any items or repairs that if such punch-list were caused by, or are attributable to Tenant, its agents, employees and invitees. The ability of Tenant to assert additional punchlist items cannot reasonably be completed within the for thirty (30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days following the Commencement Date is not intended to and shall not be construed to transfer to Landlord the Tenant's obligations to maintain during the Lease Term the interior of completionthe Premises and/or the other portions of the Premises for which Tenant is responsible under this Lease. As set forth on the first page of this Lease, such items shall be deemed approved (i) the Premises is defined hereunder as the approximately 157,600 square feet of leased space as outlined on Exhibit A of this Lease, (ii) the Building is the entire approximately 206,500 square foot facility commonly known as the McAllen Distribution Center No. 1, and (iii) the Project is the Building and any other buildings built now or in the future by TenantLandlord or its successor which are contiguous to the Building and part of the McAllen Distribution Center.

Acceptance of Premises. Within ten Except as may otherwise be expressly provided in a Construction Addendum attached hereto (10) days after completion of the Tenant Improvementsif any), Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits “AS-IS” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), (2) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (UNLESS OTHERWISE EXPRESSLY PROVIDED IN A CONSTRUCTION ADDENDUM ATTACHED HERETO, IF ANY), AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as provided in Paragraph 10, in no event shall Landlord have any obligation for any other purpose, nor has Landlord defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's Agents ’s responsibility under Paragraph 10 and any punchlist items agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Landlord and Tenant.

Acceptance of Premises. Within ten Subject to the terms of Section 3 (10below), Tenant will accept the Premises in the condition required by Appendix D, it being expressly agreed that Landlord shall have no obligation, liability or risk whatsoever with respect to the Premises, their condition, or their compliance with applicable codes, except as expressly set forth in this Lease, including Appendix D. Tenant further acknowledges that, except as expressly set forth herein, neither Landlord nor any agent or employee of Landlord has made any representations or warranties, express or implied, concerning the Premises, their condition or this Lease. Tenant understands and agrees that Landlord is planning to substantially renovate the common areas and to enhance the main entrance to the Building in accordance with the plan attached hereto as Appendix N (the “Common Area Work”). Landlord’s and Tenant’s architects will work in conjunction to design an entrance and common areas mutually acceptable to both the Tenant and Landlord. Landlord, at Landlord’s cost, will use diligent efforts to substantially complete the Common Area Work within ninety (90) days after completion of the Tenant Improvements, Lease Commencement Date. Landlord and Tenant shall conduct negotiate in good faith in order to agree upon detailed plans and specifications for the Common Area Work by not later than October 1, 2006. Tenant further acknowledges that Landlord is planning to update and modernize the cafeteria and fitness room as described in Appendix M attached hereto (the “Fitness and Cafeteria Work”, and together with the Common Area Work, the “Common Area and Facilities Work” ) within ninety (90) days after the Lease Commencement Date. Tenant and Landlord will work in conjunction to select a walk-through inspection of cafeteria operator should the Premises Landlord bid the contract at any time throughout the Term. Tenant will also be permitted to work in conjunction with Landlord on the renovation of both the cafeteria and complete a punch list of items needing additional workfitness center. Other than Subject to excusable delay (as provided in Section 8.4), (a) if the items specified in the punch listCommon Area and Facilities Work is not Substantially Completed by October 1, if any2007, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premisesthen, Tenant shall be deemed entitled to have accepted a rent abatement equal to $1,000 per day until the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness earlier of Substantial Completion of the Premises for Common Area Work or November 1, 2007, and if the conduct of Tenant's business or for any other purposeCommon Area and Facilities Work is not Substantially Completed by November 1, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period2007, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsthen, Tenant shall approve such completed items be entitled to a rent abatement equal to $5,000 per day until Substantial Completion of the Common Area and Facilities Work. In the event Landlord and Tenant fail to agree upon detailed plans and specifications for the Common Area Work by October 1, 2006, the dates set forth in writing to Landlordthe preceding sentence for Substantial Completion of the Common Area and Facilities Work and the rental abatement periods shall each be deferred on a day-for-day basis. If Tenant fails to approve such items within fourteen (14) days of completion, such items The foregoing abatement rights shall be deemed approved by Tenant’s sole remedies in the event of a delay in the Common Area and Facilities Work, and no such delay shall affect the validity of this Lease or any other of the obligations of Tenant.

Acceptance of Premises. Within ten (10a) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted accept the Premises in good, clean and completed condition and repairits "as-is" condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall cause the Tenant Improvements to be installed within the Premises in accordance with Exhibit C attached hereto; provided, however, Landlord shall deliver the Premises to Tenant following Substantial Completion of the Tenant Improvements in broom clean condition, vacant and free of any occupancy rights of third parties. Any damage The term "Substantial Completion" shall mean that (i) the Tenant Improvements have been completed in accordance with the Final Plans (as defined in Exhibit C) as evidenced by a written certification from Landlord's architect, subject only to the Punch List Items (as defined in Exhibit C), and (ii) to the extent legally required, a valid temporary or final certificate of occupancy, or the substantial legal equivalent of the foregoing, has been issued allowing Tenant to occupy the Premises; provided, however, in the event any such certificate or substantial legal equivalent cannot be issued as a result of Tenant's particular use of the Premises or any additional work to be performed by or on behalf of Tenant outside of the scope of the Tenant Improvements, then the delivery of such certificate or substantial legal equivalent shall not be required for Substantial Completion to occur (and satisfaction of item (i) above shall constitute Substantial Completion). In the event of any dispute as to whether Substantial Completion has occurred, the sign-off by the municipal building inspector shall be conclusive, except that delay in receipt thereof or in Substantial Completion caused by Tenant, including Tenant Delays (as defined in Exhibit C) or attributable to Tenant's move-in 680272v7 uncompleted work being contained within the scope of the same building permit as the Tenant Improvements shall be repaired charged to Tenant in the amount of the daily Base Rent and Operating Expenses multiplied by the number of days of such delay. Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Tenant acknowledges that, subject to Landlord's completion of the Tenant Improvements, (a) it has inspected and accepts the Premises in an "As-Is, Where-Is" condition, (b) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor has Landlord promises to alter, remodel or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to improve the Premises have been made by Landlord, and (e) except as expressly provided set forth in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Except as provided in Paragraph 10 and Exhibit C, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items needing additional work or repair. that are Landlord's contractor shall complete all reasonable punchresponsibility under Paragraph 2(b), Paragraph 10 and Exhibit C and any Punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantList Items.

Acceptance of Premises. Within ten (10) days after completion of Except as may otherwise be expressly provided in the Tenant ImprovementsWork Letter attached hereto as Exhibit C, Tenant shall conduct a walkaccept the Premises on the Commencement Date in its “AS-through inspection IS, WHERE-IS” condition. Landlord states that, to Xxxxxxxx’s knowledge, the Premises as of the Premises with Date of Lease, is not in violation of any applicable laws, ordinances, regulations, covenants or restrictions. Landlord and complete a punch list of items needing additional work. Other than the items specified shall have no obligation to perform or pay for any repair or other work in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinancesexcept as otherwise expressly provided herein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or for Xxxxxx’s business, and Tenant Landlord DCB 3 Tenant D.A. waives any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to implied warranty that the Premises except as expressly provided in this Leaseare suitable for Tenant’s intended purposes. If Tenant fails to submit a punch list to Landlord within such 10TENANT ACKNOWLEDGES THAT (i) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS-day periodIS, it WHERE-IS” CONDITION (EXCEPT AS EXPRESSLY PROVIDED IN THE WORK LETTER ATTACHED HERETO AS EXHIBIT C), (ii) THE BUILDING AND IMPROVEMENTS COMPRISING THE PREMISES ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (iii) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (iv) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (EXCEPT AS EXPRESSLY PROVIDED IN THE WORK LETTER ATTACHED HERETO AS EXHIBIT C), AND (v) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. TENANT HEREBY WAIVES ANY WARRANTY OF CONDITION OR HABITABILITY, SUITABILITY FOR OCCUPANCY, USE OR HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. TENANT HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. The taking of possession of the Premises shall be deemed conclusive evidence that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after Xxxxxx accepts the walk-through inspection; provided, however, Premises and that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within Premises were in good condition at the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenanttime possession was taken.

Acceptance of Premises. Within ten Tenant acknowledges that except as provided in Section 2.4 below, neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties regarding (10i) days after completion what other tenants or uses may be permitted or intended in the Building or the Project, or (ii) any exclusivity of the use by Tenant Improvements, Tenant shall conduct a walk-through inspection with respect to its permitted use of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified as set forth in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Item 3 of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseBasic Lease Provisions. Tenant further acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness representative of the Premises for the conduct of Tenant's business or for any other purpose, nor Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (i) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1), however, that if such punch-and (ii) Landlord’s obligations expressly set forth in Section 2.4 below. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) days after completion Except to the extent modified by Landlord's express assumption 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. Other than the items specified in the punch listconstruction obligations, if any, in the Work Letter, if any, attached to this Lease as Exhibit G, and latent Landlord's maintenance obligations under this Lease, THE PREMISES ARE BEING LEASED "AS IS," WITH TENANT ACCEPTING ALL DEFECTS, IF ANY, AND LANDLORD MAKES NO WARRANTY OF ANY IUND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES (WITHOUT LIMITATION, LANDLORD MAKES NO WARRANTY AS TO THE HABITABILITY, SUITABILITY, OR FITNESS OF THE PREMISES FOR A PARTICULAR PURPOSE NOR AS TO THE ABSENCE OF ANY TOXIC OR OTHERWISE HAZARDOUS SUBSTANCES). ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. TENANT FURTHER ACKNOWLEDGES THAT WITHOUT THIS ACCEPTANCE, THIS LEASE WOULD NOT BE MADE AND THAT LANDLORD DOES NOT HAVE, AND SHALL NOT UNDER ANY CIRCUMSTANCES HAVE, ANY OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION, OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROJECT (AS DEFINED IN THIS LEASE), EXCEPT AS IS OTHERWISE EXPLICITLY CONTEMPLATED IN THIS LEASE. This Section 4 is subject to any contrary requirements under applicable law; however, in this regard, Tenant acknowledges that it has been given the opportunity to inspect the Premises and to have qualified experts inspect the Premises before the execution of this Lease. Tenant releases Landlord of all rights, express or implied, that Tenant may have against Landlord arising out of or resulting from any errors, omissions, or defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Property. This waiver and release of claims shall survive the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession termination of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.

Acceptance of Premises. Within ten (10) days after completion of Except as may otherwise be expressly provided in the Tenant ImprovementsConstruction Addendum attached hereto as Exhibit B, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch listits “AS-IS, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairWHERE-IS” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinancesrestrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein. Any damage to the Premises caused by Tenant's move-in shall be repaired Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business or ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. TENANT ACKNOWLEDGES THAT (a) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS-IS, WHERE-IS” CONDITION (EXCEPT AS EXPRESSLY PROVIDED IN THE CONSTRUCTION ADDENDUM ATTACHED HERETO AS EXHIBIT B), (b) THE BUILDINGS AND IMPROVEMENTS COMPRISING THE PREMISES ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE SUITABILITY, HABITABILITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (c) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (d) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD (EXCEPT AS EXPRESSLY PROVIDED IN THE CONSTRUCTION ADDENDUM ATTACHED HERETO AS EXHIBIT B), AND (e) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. TENANT HEREBY WAIVES ANY WARRANTY OF CONDITION OR HABITABILITY, SUITABILITY FOR OCCUPANCY, USE OR HABITATION, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. TENANT HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. Except as provided in Section 10, in no event shall Landlord have any obligation for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to defects in the Premises except as expressly provided in this Leaseor any limitation on its use. If Tenant fails to submit a punch list to Landlord within such 10-day period, it The taking of possession of the Premises shall be deemed conclusive evidence that there Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant’s responsibility under Section 10.

Acceptance of Premises. Within ten (10) days after completion of the Tenant ImprovementsExcept as expressly set forth in this Lease, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose other than general office use, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after As of the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list itemsCommencement Date, Tenant shall approve be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease. If no items are required of Landlord under the Work Letter attached hereto as Exhibit X (“Work Letter”), Tenant shall be conclusively deemed to have accepted the Premises, and those portions of the Building and Project in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Project. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Notwithstanding the foregoing, Landlord shall deliver the Premises to Tenant on the Commencement Date (as defined in Section 3.1) clean and free of debris with all items of Landlord’s work pursuant to the Work Letter, including without limitation, the installation of the Tenant Improvements (as defined in Section 3.1) completed in accordance with the terms of the Work Letter. Landlord warrants to Tenant that the roof, plumbing, fire sprinkler system, lighting, heating, ventilation and air conditioning systems and electrical systems in the Premises, shall be in good operating condition on the Commencement Date and during the initial twelve (12) months of the Term. In the event of a non-compliance with such completed items warranty, Landlord shall, except as otherwise provided in writing this Lease, promptly after receipt of written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord’s cost and expense. Further, in connection with the construction of the Tenant Improvements pursuant to Landlordthe Work Letter, Tenant shall use commercially reasonable efforts to obtain customary warranties and guaranties from the contractor(s) performing such work and/or the manufacturers of equipment installed therein, but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If Tenant fails is required to approve such items within fourteen (14) days make repairs to any component of completionthe Premises or any of its systems not covered by the Landlord’s warranty contained in this Section 2.2 but for which Landlord has obtained a contractor’s or manufacturer’s warranty, such items shall be deemed approved then Landlord shall, upon request by Tenant, use its commercially reasonable efforts to pursue its rights under any such warranties for the benefit of Tenant. Under no circumstances will Tenant have the right to enforce any of the warranties and guaranties obtained by Landlord.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or to construct any Improvements improvements to the Premises except as expressly provided in this Lease, and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. If Tenant fails Subject to submit a punch list to Landlord within such 10-day periodthe provisions of Section 3.2 below, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days from and after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period full execution and diligently thereafter prosecute the same to completion. Upon completion delivery of such punch-list itemsthis Lease, Tenant shall approve such completed items in writing be permitted to Landlordenter upon the Premises (the “Early Occupancy Date”) for the construction of those certain tenant improvements (the “Tenant Improvements”) pursuant to the terms and conditions of the Work Letter attached as Exhibit X hereto (the “Work Letter”). If Subject to the provisions of Section 2.4 below, as of the Early Occupancy Date, Tenant fails to approve such items within fourteen (14) days of completion, such items shall be conclusively deemed approved by Tenantto have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease. Nothing contained in this Section 2.2 shall affect the commencement of the Term or the obligation of Tenant to pay rent.

Acceptance of Premises. Within ten (10) days after completion Section 3 of the Lease is deleted and restated ---------------------- as follows: "Landlord represents to Tenant Improvementsthat the Property is zoned BC (Business Campus District). Tenant has been given the opportunity to examine Township's Zoning Code, and has satisfied itself that such Code will permit the use of the Property for the conducting of Tenant's business thereon. Tenant's acceptance of occupancy of the Premises shall, subject to such obligations as are assumed by Landlord hereunder, and subject to Landlord's warranty obligations as hereinafter described, constitute Tenant's acceptance of the work which Landlord is required to perform pursuant to subsection 30(c), and any schedule or exhibit in this lease, excepting only items listed on the Punch List (as hereinafter defined). Tenant and its agents shall conduct have the right, at Tenant's own risk, expense, and responsibility, at all reasonable times prior to the Commencement Date, upon reasonable prior notice to Landlord, to enter the Premises for the purpose of taking measurements and installing its furnishings and equipment; provided that Tenant does not interfere with or delay the work to be performed by Landlord and Tenant uses contractors and workers compatible with the contractors and workers engaged by Landlord. At or immediately prior to the time Tenant takes occupancy of each of Phase I and Phase II, a representative of Landlord and a representative of Tenant will perform a walk-through inspection of the Premises with Landlord such Phase and complete will prepare a punch list of items needing additional work. Other than the items specified in the punch list, if anyone is required, and latent defects in the Capital Improvements that could not have been discovered of any items remaining to be completed, furnished, repaired, or replaced ("Punch List"). Such Punch List will be signed by a reasonably thorough visual inspection representative of the Capital Improvements, Landlord and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct a representative of Tenant's business or for any other purpose, nor has . Landlord or Landlord's Agents agreed agrees to undertake any Alterations or construct any Improvements cause all items listed on such Punch List to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items performed within thirty (30) days after the walk-through inspection; provided, however, that if or such punch-list items cannot longer period as shall be reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same required in order to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve complete such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwith reasonable diligence."

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Site or their respective suitability or fitness for any purpose, including without limitation any representations or warranties regarding zoning or other land use matters, and that neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Site, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Site not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date and subject to Section 2.4 below, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Site in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X ("Work Letter"), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1). If no items are required of Landlord under the Work Letter, howeverTenant shall, that if such punch-subject to Section 2.4 below, be conclusively deemed to have accepted the Premises, and those portions of the Building and Site in which Tenant has any rights under this Lease, in their existing condition as of the Commencement Date, and to have waived any and all right or claim regardless of the nature thereof against Landlord arising out of the condition of the Premises, the Building or the Site. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10) 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. Other than the items specified The parties acknowledge that Xxxxxxx is currently in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Subleased Premises, Tenant shall be deemed that Xxxxxxx has made certain improvements thereon including the construction of the Amphitheater and related facilities, and that in the course of such possession and activities Xxxxxxx has become fully familiar with the condition of the Subleased Premises. Xxxxxxx has made such investigation of title to have accepted the Subleased Premises as it deems appropriate and has entered into this Agreement without representation or warranty as to title as of the date hereof or any subsequent date. Xxxxxxx acknowledges that Company has retained in good, clean the Master Lease the right to convey easements and completed condition other interests in the Subleased Premises for the term of the Master Lease and repair, enters into this Agreement subject to all applicable laws, codes such easements and ordinances. Any damage to interests which Company may reasonably grant during the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness remaining term of the Master Lease, and all such other conditions as may be contained in the Master Lease. Xxxxxxx shall take its leasehold interest in the Subleased Premises for the conduct subject to matters then of Tenant's business record or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises apparent. Xxxxxxx acknowledges and agrees that except as expressly provided in this Agreement or the New Ground Lease. If Tenant fails , (i) Xxxxxxx has satisfied itself as to submit a punch list to Landlord within such 10-day periodthe condition of the Subleased Premises and its suitability for the purposes intended by Xxxxxxx (including, it shall be deemed but not limited to, soil and geological conditions, drainage, acreage, topography, climate, air, mineral or water rights, access, grading or other site work, utilities, title condition, private or governmental use restrictions, present or future zoning, subdivision, coastal or environmental regulations, or the necessity or availability of any governmental approvals for the sale, use or development of the Subleased Premises or any litigation or other formal controversy concerning any or all of the above); (ii) that there are no Improvement items needing additional work Xxxxxxx will lease the Subleased Premises "AS IS," in its then present state and condition; and (iii) that Xxxxxxx will rely solely upon its own inspection and investigations and not upon any representation, warranty, statement, study, report, description, guideline or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after other information or material made or furnished by Company or its representatives, whether written or oral, express or implied, of any nature whatsoever regarding any of the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantforegoing matters.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's Except for such representations and warranties described belowof Landlord as may be expressly set forth in this Lease, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representations representation or warranties as warranty with respect to the Premises, the Building or the Project. Neither Landlord nor any representative of Landlord has made any representation or warranty regarding the suitability or fitness of the Premises Premises, the Building or the Project for the conduct any of Tenant's business ’s purposes, nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or for regarding any other purposeland use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to its permitted use of the Premises as set forth in Item 3 of the Basic Lease Provisions, or (iii) any construction of portions of the Project not yet completed. Tenant further acknowledges that neither Landlord or Landlord's Agents nor any representative of Landlord has agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Early Occupancy Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to: (i) those defective or incomplete portions of the Tenant Improvements (“Tenant Improvements”) constructed by Landlord pursuant to the Work Letter attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty forty five (3045) days after the walk-through inspection; providedEarly Occupancy Date (as defined in Section 3.1), howeverand (ii) those portions of the Building and the Project which Landlord remains responsible to maintain, that if such punch-repair and replace pursuant to the terms of this Lease (including, without limitation, Section 2.4 below). Landlord shall diligently complete all punch list items cannot reasonably be completed within of which it is notified as provided above. Nothing contained in this Section shall affect the 30-day period, Landlord's contractor shall commence such performance within commencement of the 30-day period and diligently thereafter prosecute Term or the same obligation of Tenant to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantpay rent.

Acceptance of Premises. Within ten (10) days after completion Except as expressly provided in Section 2.4 of the Tenant Improvementsthis Lease, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project. No representation or warranty is made respecting the suitability or fitness for any purpose of the Premises, the Building or the Project nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning nor regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or to construct any Improvements improvements to the Premises except as expressly provided in this Lease and/or the Work Letter, if any, attached hereto as Exhibit X (the “Work Letter”), and that the flooring materials which may be installed within portions of the Premises located on the ground floor of the Building may be limited by the moisture content of the Building slab and underlying soils. As of the Commencement Date, Tenant shall be conclusively deemed to have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease. If , which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant fails has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to: (A) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to submit the Work Letter, which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1), however, that if such punch-and (B) Landlord’s obligations expressly set forth in Section 2.4 of this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten (10a) days after completion Tenant accepts the Premises, including the improvements thereon, in the condition they are in as of the Commencement Date of this Lease. Tenant Improvements, Tenant shall conduct a walk-through inspection hereby acknowledges: (a) that it has satisfied itself with respect to the condition of the Premises (including, but not limited to the electrical and fire sprinkler systems, environmental aspects, compliance with Landlord Applicable Law, as defined in Paragraph 34) and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, present and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection future suitability of the Capital ImprovementsPremises for Tenant's intended use, (b) that Tenant has made such investigation as Tenant deems necessary with respect to such matters and subject assumes all responsibility for such investigations as the same relate to LandlordTenant's representations and warranties described below, by taking possession occupancy of the Premises, and (c) that neither Tenant shall be deemed nor any of Tenant's agents, has made any oral or written representations or warranties with respect to have accepted such matters other than as set forth in this Lease. (b) Tenant shall, at Tenant's sole cost and expense and at all times, keep the Premises and every part thereof in as good operating order, condition and state of repair, structural and non-structural (whether or not such portion of the Premises requiring repair, or the means of repairing the same, are reasonably or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of such portion of the Premises) as when received, including, without limiting the generality of the foregoing, all equipment or facilities serving the Premises, such as plumbing, heating, air conditioning, ventilating, electrical, lighting facilities, boilers, fired or unfired pressure vessels, fire sprinkler and/or standpipe and hose or other automatic fire extinguishing system, including fire alarm and/or smoke detection systems and equipment, fire hydrants, fixtures, walls (interior and exterior), foundations, ceilings, roofs, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, about, or adjacent to the Premises. Tenant, in keeping the Premises in goodsuch good operating order, clean and completed condition and state of repair, subject shall exercise and perform good maintenance practices. Tenant's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in such good operating order, condition and state of repair. During the Term, Tenant shall keep the Premises in a clean, safe and healthy condition so as to conform to all applicable lawslawful requirements, codes laws and ordinances. Any damage ordinances and directions of the proper public authorities (including, without limitation, compliance under the Americans with Disabilities Act, with respect to which Landlord shall have no responsibility hereunder, whether such compliance relates to conditions existing prior to or following the Premises caused by Commencement Date) and the requirements of all policies of insurance from time to time in force during the term of this Lease, all at Tenant's move-in shall be repaired or corrected by Tenant, at its own sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made , except for any representations or warranties as Hazardous Substance to the suitability extent Tenant is not responsible therefor under Paragraph 34. Landlord shall be under no obligation to make any repairs or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements replacements to the Premises except as expressly provided or any portion thereof. (i) Notwithstanding the foregoing or anything contained in Paragraph 9, with respect to the Building and Land constituting the Premises that are delivered to Tenant under this Lease. If Tenant fails , Landlord shall effectuate seismic and structural alterations necessary to submit a punch list to Landlord within such 10-day periodcomply with applicable laws, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after and the walk-through inspection; providedAmericans With Disabilities Act and code compliance, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant.in

Acceptance of Premises. Within ten And Covenants To Surrender: Lessee accepts the Premises in an "AS IS" condition and "AS IS" state of repair, subject to Lessor's (10a) days after completion representation that the Premises are in good order and repair, and comply with all requirements for occupancy and comply with 2.1 for Phase I and 2.2 for Phase II as of the Tenant Improvements, Tenant Commencement Date; and (b)warranty against defects in materials or workmanship which shall conduct a walk-through inspection continue as to all claims arising within one year after the Commencement Date for each of Phase I and Phase II. Lessee shall have the benefit of any existing construction or equipment warranties.Lessee agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises with Landlord to Lessor in Good Condition and complete a punch list of items needing additional workRepair. Other than "Good Condition and Repair" shall generally mean that the items specified Premises are in the punch listcondition that one would expect the Premises to be in, if anythroughout the Lease Term Lessee (i) uses and maintains the Premises in a commercially reasonable manner and in an accordance with the requirements of this Lease and (ii) makes all Required Replacements. Lessee's duty to keep the Premises in Good Condition and Repair is limited by sections 19 and 21 of this Lease. "Required Replacements" are the replacements to worn-out equipment, fixtures, and latent defects improvements that a commercially reasonable owner-user would make excluding HVAC replacements, roof replacement, exterior painting and parking lot replacement. Notwithstanding the above Good Condition and Repair shall not mean in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection new condition. All of the Capital Improvementsfollowing shall be in Good Condition and Repair: (i) the interior walls and floors of all offices and other interior areas, (ii) all suspended ceilings and any carpeting shall be clean and in good condition, (iii) all glazing, windows, doors and door closures, plate glass, and subject to Landlord's representations (iv) all electrical systems including light fixtures and warranties described belowballasts, by taking possession plumbing, and temperature control systems. Lessee, on or before the end of the Lease Term or sooner termination of this Lease, shall remove all its personal property and trade fixtures from the Premises, Tenant and all such property not so removed shall be deemed to have accepted be abandoned by Lessee. Lessee shall reimburse Lessor for all disposition costs incurred by Lessor relative to Lessee's abandoned property. If the Premises are not surrendered at the end of the Lease Term or earlier termination of this Lease, Lessee shall indemnify Lessor against loss or liability resulting from any delay caused by Lessee in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to surrendering the Premises caused including, without limitation, any claims made by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expenseany succeeding Lessee founded on such delay. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items Lessor will provide Lessee notice in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantif Lessor has a new lease for The Premises or portion thereof that will result in damages or claims against Lessor.

Acceptance of Premises. Within ten Tenant hereby acknowledges that except as expressly set forth in this Lease: (10a) days after completion Tenant has had the opportunity to inspect the Premises and accepts the Premises in its “AS IS, WHERE IS” condition; (b) the Premises is acceptable for Tenant’s intended Permitted Use; (c) neither Landlord, Landlord’s Broker, nor any of Landlord’s agents, has made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease; and (d) TENANT EXPRESSLY WAIVES ANY WARRANTY OF CONDITION OR OF HABITABILITY OR SUITABILITY FOR OCCUPANCY, USE, HABITATION, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY, EXPRESS OR IMPLIED, RELATING TO THE PREMISES. Landlord represents, warrants, and covenants to Tenant that to Landlord’s knowledge as of the Tenant ImprovementsCommencement Date: (a) the roof and slab on the Building are in good working order; (b) the electrical, Tenant shall conduct a walk-through inspection lighting, heating, plumbing and plumbing fixtures, and any air conditioning systems in the Building are in good working order and condition. Landlord warrants that, as of the Premises with Landlord Effective Date and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations ’s knowledge, it has not received any notice of non-compliance with any governmental statutes, laws, ordinances, orders, decrees, decisions, rules and warranties described belowregulations applicable to the purpose, by taking possession use and occupancy of the Premises. Notwithstanding the forgoing warrant, Tenant shall be deemed to have accepted Landlord has received a building permit violation notice from the Premises in goodCity of Boise, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage a fire protection system testing past-due notice from Boise Fire Department related to the Premises caused by Tenant's movetwo small “lean-in shall be repaired or corrected by Tenant, at its sole cost to” sheds constructed and expenselocated on the Premises. Tenant acknowledges that neither Both matters remain outstanding. The Landlord nor Landlord's Agents have made any representations or warranties as is presently working with the City of Boise and Boise Fire Department regarding resolutions of the building permit and fire suppression matters related to the suitability or fitness of two small “lean-to” sheds constructed and located on the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantPremises.

Acceptance of Premises. Within ten (10) days after completion of the Tenant ImprovementsExcept as otherwise provided in this Lease, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by Tenant’s taking possession of the PremisesPremises shall constitute Tenant’s acknowledgment that, Tenant shall be deemed to have accepted Tenant’s actual knowledge, the Premises are in good, clean and completed good condition and repairthat the Tenant Improvements are constructed in accordance with the Lease Improvement Agreement, and that Tenant agrees to accept the same in its condition existing as of the date of such entry and subject to all applicable municipal, county, state and federal statutes, laws, codes ordinances, including zoning ordinances, and ordinancesregulations governing and relating to the use, occupancy or possession of the Premises. Any damage Notwithstanding the foregoing, within fifteen (15) days following the Commencement Date, Tenant shall deliver to Landlord a list of items (“Punch List Items”) that Tenant reasonably deems that Landlord complete or correct in order for the Premises to be reasonably acceptable (which shall not include any items damaged by Tenant, its agents, employees, contractors and/or subcontractors). Within thirty (30) days following Landlord’s receipt of the Punch List Items, to the extent commercially possible, Landlord shall complete and/or correct such items set forth on the Punch List Items using its good faith efforts and due diligence. No promise of Landlord to alter, remodel, repair or improve the Premises or the Building and no representation, express or implied, respecting any matter or thing related to the Premises caused by Tenant's move-in shall be repaired or corrected by TenantBuilding or this Lease (including, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to without limitation, the suitability or fitness condition of the Premises for Building or Premises) have been made to Tenant by Landlord, its agents or employees, other than as set forth in the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except Lease Improvement Agreement and as expressly otherwise provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedNothing in this Section 2 shall, however, that if such punch-list items cannot reasonably be completed within relieve Landlord of its obligation to correct any latent defects in the 30-day periodPremises, Landlord's contractor shall commence such performance within Building or Project, or to construct the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items Premises in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantcompliance with all applicable laws.

Acceptance of Premises. Within ten (10Except as expressly set forth in Paragraphs 11(b) days after completion of the Tenant Improvementsand 11(b) below, Tenant Landlord shall conduct a walk-through inspection deliver possession of the Premises with to Tenant in its as-is condition on the Delivery Date and Landlord and complete a punch list of items needing additional workshall have no obligation to improve, remodel or otherwise alter the Premises prior to or during the Term. Other than Subject to the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premisesprevious sentence, Tenant shall be deemed to have accepted hereby accepts the Premises as suitable for Tenant's intended use and as being in goodgood and sanitary operating order, clean and completed condition and repair, subject to all applicable lawsas is, codes and ordinances. Any damage to the Premises caused without representation or warranty by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability condition, use or fitness occupancy which may be made thereof. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Landlord shall cause the Systems located within or serving the Premises to be in good working order, condition and repair as of the Premises for Commencement Date. Any claims by Tenant under the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to preceding sentence shall be made in writing not later than the Premises except as expressly provided in this Leaseninetieth (90th) day after the Commencement Date. If In the event Tenant fails to submit deliver a punch list written claim to Landlord within on or before such 10-day periodninetieth (90th) day, it then Landlord shall be conclusively deemed that there are no Improvement items needing additional work or repairto have satisfied its obligations under this Paragraph 11(b). In conjunction with the Initial Alterations, Landlord shall make certain improvements, as discussed with Tenant, to the exterior of the Building and to the landscaping and paving at the Building (collectively, "Landlord's contractor Work"), as generally described in and contemplated under the budgetary cost proposal prepared by XxXxxxxx Construction, Inc., dated October 11, 2001 attached hereto as Exhibit E. Landlord shall complete all reasonable punch-list items within thirty (30) days after pay the walk-through inspectioncosts for performing Landlord's Work; provided, however, that if such punch-list items canthe sum of the costs incurred by Landlord pursuant to this Paragraph 11(c) shall not reasonably be completed within the 30-day period, exceed One Hundred Twelve Thousand Eight Hundred Seventy Dollars ($112,870.00). Any costs for Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion Work in excess of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen One Hundred Twelve Thousand Eight Hundred Seventy Dollars (14$112,870.00) days of completion, such items shall be deemed approved by Tenantdebited against the Initial Alterations Allowance for the Initial Alterations.

Acceptance of Premises. Within ten (10) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of a. Landlord/Agent expressly warrants that the Premises with Landlord and complete all common areas are in a punch list clean, safe and sanitary condition, free of items needing additional work. Other than the items specified rodents and vermin, in the punch list, if anya habitable condition, and latent defects in complete compliance with applicable law, as required by Prince Xxxxxx's County Code Sec. 13-153 at the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expensetime tenancy commences. Tenant acknowledges that neither Landlord nor Xxxxxx has been given an opportunity to examine the Premises, that Xxxxxx has examined the Premises and found the Premises to be in satisfactory condition, unless otherwise specified herein. b. Tenant has the right to have the Premises inspected by the Landlord/Agent in the Tenant's Agents have made any representations or warranties as presence for the purpose of making a written list of damages that exist at the commencement of the tenancy if the Tenant so requests by certified mail to the suitability or fitness Landlord/Agent within fifteen (15) days of the Premises Tenant's occupancy. This list is for information only, and Landlord/Agent shall not be obligated to make any repairs except as specified herein or as required by law. c. If Landlord/Agent imposes a security deposit, Landlord/Agent must promptly give to tenant, upon Xxxxxx’s written request, a report describing all existing damage in the conduct unit, as required by the Real Property Article of the Annotated Code of Maryland. Tenant’s request must be made within fifteen (15) days of the start of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease’s occupancy. If Tenant fails disagrees with the report, Xxxxxx should give Xxxxxx’s own statement to submit a punch list to the Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty five (305) days after receiving Landlords report. Landlord is liable to Tenant for three (3) times the walkamount of the security deposit if Landlord fails to give Tenant such report. Xxxxxxxx is presumed responsible for the conditions noted in the report. If Xxxxxx notices a defective condition in the unit which the Landlord/Agent may not know about Tenant must report it to Landlord/Agent within forty-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within eight (48) hours. If the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same defect may cause serious damage to completion. Upon completion of such punch-list itemspersons or property, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantmust report it immediately.

Acceptance of Premises. Within ten (10a) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject Subject to Landlord's representations and warranties described Construction Warranty (as defined below, by taking possession of the Premises), Tenant shall be deemed to have accepted acknowledges and agrees the Premises in goodwill be delivered in, clean and completed condition and repairTenant shall accept the Premises on the Delivery Date in, its "as- is" condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinances. Any damage restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall disburse the Tenant Improvement Allowance in accordance with the terms of the Tenant Work Letter, and shall cure any violation of Legal Requirements in any portion of the Base Building Improvements to the extent such violation prevents the issuance of any permits required to be obtained by Tenant in connection with the construction of the Tenant Improvements (provided in no event shall the absence of Building systems as part of the Base Building Improvements be considered a violation of Legal Requirements for purposes of this paragraph and further provided that in no event shall Landlord be required to make changes or modifications to the Base Building Improvements to comply with Legal Requirements to the extent such compliance or non-compliance is triggered by the type or layout of any Tenant Improvements, Tenant-Made Alterations, Bloom Boxes, Generators, utilities or other improvements performed by or on behalf of Tenant, or any particular use of the Premises caused by Tenant's move-Tenant [as opposed to Legal Requirements applicable generally to office/industrial/warehouse buildings in shall be repaired the market area] or corrected the installation of any furniture, fixtures or equipment by Tenant, at its Tenant hereby acknowledging that all Legal Requirements triggered by the same are Tenant's sole cost and expenseresponsibility). Tenant acknowledges that neither Landlord nor Landlord's Agents have has made any representations no representation or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended purposes. Tenant acknowledges and agrees that by taking possession of the Premises it shall be conclusive evidence that, subject to Landlord's Construction Warranty: (i) Tenant has inspected and accepted the Premises in an "As-Is, Where-Is" condition, (ii) the Base Building Improvements are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (iii) the Premises are in good and satisfactory condition at the time Tenant takes possession thereof, (iv) no representations as to the repair of the Premises, nor has Landlord promises to alter, remodel or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to improve the Premises have been made by Landlord except as otherwise expressly set forth in this Lease, and (v) there are no representations or warranties except as expressly provided set forth in this Lease, or implied or statutory warranties that extend beyond the description of the Premises. Except as provided in Paragraph 10 of this Lease and Paragraph 2(c) below, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Subject to Landlord’s Construction Warranty, the taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in the required condition at the time possession was taken except for items that are Landlord's responsibility under Paragraph 10. (b) The Building was constructed in substantial accordance with the specifications attached hereto as Exhibit B (the "Base Building Specifications"). Landlord shall deliver the Premises to Tenant on the Delivery Date, and Tenant shall accept delivery of the Premises, in such condition. The work performed by Landlord as described in such Base Building Specifications shall be referred to herein as the "Base Building Improvements". For the avoidance of doubt, the Building has been constructed in "cold shell" condition without HVAC or other Building systems except for (i) the ESFR system to the extent described in Exhibit B, and (ii) the restrooms serving the Building. In addition, included in the Base Building Improvements are any existing office improvements in the office area consisting of approximately square feet located at the NE corner of the Premises. (c) Subject to the terms and conditions of this Paragraph 2(c), Landlord warrants ("Landlord's Construction Warranty"), for a period of twelve (12) months following the Commencement Date, that (I) the ESFR system of the Building shall be in good working order and repair; (II) the Building is equipped with an electrical pull section to accommodate up to 4,000 amps of electrical capacity, and the connection is 800 amps of electrical service to the Building; (III) the Building shall be water protected pursuant to industry standard (including, without limitation, the roof and roof membrane, subject to Tenant's building penetrations and installations and other work); (IV) the structural elements of the Building and the restrooms and the office portion of the Building were constructed in compliance with applicable Legal Requirements (including without limitation, the Americans With Disabilities Act) in effect as of the date of this Lease (but without regard to any Legal Requirements triggered by the remainder of Building systems [other than the ESFR system] to be installed by Tenant, the Tenant Improvements [including the layout of Tenant Improvements], Tenant-Made Alterations, Bloom Boxes, Generators, utilities or other improvements performed by or on behalf of Tenant, or any particular use of the Premises by Tenant [as opposed to Legal Requirements applicable generally to office/industrial/warehouse/manufacturing buildings in the market area] or the installation of any furniture, fixtures or equipment by Tenant, Tenant hereby acknowledging that all Legal Requirements triggered by any of the same being Tenant's sole responsibility);and (V) the Base Building Improvements (including without limitation the floor slab) will be free from material defects in workmanship and materials and otherwise in a good and working condition. If there is a breach of Landlord's Construction Warranty, Landlord shall, following timely written notice from Tenant identifying such breach with reasonable specificity, as Tenant's sole and exclusive remedy, perform the work (at Landlord’s sole cost and expense and without right of reimbursement from Tenant) reasonably necessary to cure such breach in Landlord's Construction Warranty. In connection with the performance of any such warranty work, (a) subject to the terms and conditions of the Lease, Landlord shall have the right to enter upon the Premises and/or into the Building with reasonable prior notice at any time during business hours (except that Landlord may enter at any time, without notice, in case of an emergency) to perform such work, and in no event shall the performance of such work by Landlord entitle Tenant to any abatement of rent or other compensation so long as Landlord uses commercially reasonable good faith efforts to minimize any material interference with Tenant's access to or use of the Premises for Tenant's normal business operations as a result of the performance of any such work; and (b) Tenant shall cooperate with Landlord in identifying the defect in question. Notwithstanding the foregoing, Landlord's Construction Warranty shall not apply with respect to defects or damage arising due to work performed by Tenant (including, without limitation, the Tenant Improvements and/or any Tenant-Made Alterations) and/or the negligence or willful misconduct of Tenant and/or any Tenant Party. If Tenant fails to submit a punch list does not deliver written notice to Landlord within such 10of any breach of Landlord's Construction Warranty on or before the aforementioned 12-day month period, it then Tenant shall be deemed that there are to have inspected and accepted the Premises in their present condition and Landlord shall have no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedfurther obligation to correct such condition under this Paragraph 2(c), however, that if but rather such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items condition shall be deemed approved by Tenantsubject to the repair, maintenance and replacement obligations of Landlord and Tenant as expressly set forth in the Lease.

Acceptance of Premises. Within ten (10a) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection By entering into possession of the Premises with or any part thereof and except for such matters as Tenant shall specify to Landlord and complete a punch list of items needing additional work. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premiseswriting within sixty (60) days thereafter, Tenant shall be conclusively deemed to have accepted the Premises and to have agreed that the Premises are in good, clean and completed satisfactory condition and repairin full compliance with the requirements of this Lease as of the date of such possession, except for (i) latent defects and (ii) minor details of construction, decoration and mechanical adjustments. Landlord shall, promptly upon receiving notice from Tenant of any defects or deficiencies in the work conducted pursuant to the Final Plans, repair or correct the same in such manner as shall not cause unreasonable interference to Tenant in its use of the Premises, provided that (except in the case of latent defects) Tenant gives such notice to Landlord within sixty (60) days following Tenant entering into occupancy. Landlord (a) shall have no responsibility to correct, or liability with respect to, any defects in any portion of any tenant improvements installed by a contractor of Tenant, and (b) shall be responsible for repair of and liable for latent defects in the improvements to the Premises installed by Landlord's contractors, subject to all applicable lawsstatutes of limitation. Landlord acknowledges that Landlord shall pay Tenant the balance of a tenant improvement allowance in the amount of $40.00 per rentable square foot of Floors 1, codes 2 and ordinances. Any damage 3 of the Premises and $20.00 per rentable square foot of Xxxxx X-0 of the Premises, a portion of which allowance has been funded by Landlord prior to the Premises caused date of this Lease. (b) If Landlord and Tenant disagree as to the Commencement Date of this Lease, the date maintained by Tenant's move-in Landlord to be the Commencement Date shall be repaired or corrected binding on the parties unless and until the matter is resolved by Tenant, at its sole cost and expensearbitration pursuant to Article 34. Tenant acknowledges that neither Landlord nor Landlord's Agents have any agent ---------- of Landlord has made any representations representation or warranties warranty, except as otherwise expressly provided in this Lease, with respect to the Project (including the Premises and the Building), including without limitation, any representation or warranty with respect to the suitability or fitness of the Project (including the Premises and the Building), or any portion thereof, for the conduct of Tenant's business or for any other purpose, nor has Landlord or business. (c) To Landlord's Agents agreed knowledge, as of the date of this Lease, the Premises are in compliance in all material respects with all existing laws, rules, regulations, ordinances and orders of all applicable federal, state, city and other governmental authorities in effect as of the date of this Lease (collectively, "Laws"), including, without limitation, (i) the Americans' with Disabilities Act, 42 U.S.C. 12102 et seq. and (ii) all Laws with respect to undertake building, fire and health codes, environmental protection and sanitation and pollution control. Landlord has received no notice of, and has no knowledge of, any Alterations condition currently or construct previously existing on the Premises or any Improvements portion thereof which may give rise to any violation of any existing law applicable to the Premises except as expressly provided if it were disclosed to the authorities having jurisdiction over the Premises. (d) Landlord has not received any communication (written or oral), whether from a governmental authority or third party that alleges that Landlord is not in this Leasefull compliance with any applicable environmental law. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. To Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after knowledge, there is no environmental claim pending or threatened with regard to the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within Premises or the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantProject.

Acceptance of Premises. Within ten (10a) days after completion of the Tenant ImprovementsSubject to Paragraph 2(b) below, Tenant shall conduct a walk-through inspection of accept the Premises with Landlord and complete a punch list of items needing additional work. Other than on the items specified Commencement Date in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repairits “as-is” condition, subject to all applicable laws, codes ordinances, regulations, covenants and ordinances. Any damage restrictions, and Landlord shall have no obligation to perform or pay for any repair or other work therein, except that Landlord shall perform Landlord’s Work as provided in Exhibit C. Subject to the Premises caused by Tenant's move-in shall be repaired performance of Landlord’s Work, Landlord has made no representation or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made any representations or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business ’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Subject to the performance of Landlord’s Work, Tenant acknowledges that (a) it has inspected and accepts the Premises in an “As-ls, Where-Is” condition, (b) the Building and improvements in the Premises are suitable for the purpose for which the Premises are leased and Landlord has made no warranty, representation, covenant, or agreement with respect to the merchantability or fitness for any other purposeparticular purpose of the Premises, (c) the Premises are in good and satisfactory condition, (d) no representations as to the repair of the Premises, nor has Landlord promises to alter, remodel or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to improve the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day periodhave been made by Landlord, it shall be deemed that and (e) there are no Improvement representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises. Except as provided in Exhibit C and Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Except as provided in Exhibit C, the taking of possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items needing additional work or repair. that are Landlord's contractor shall complete all reasonable ’s responsibility under Paragraph 10 and any punch-list items within thirty agreed to in writing by Landlord and Tenant. (30b) days after Landlord hereby assigns to Tenant, to the walkextent assignable, on a non-through inspectionexclusive basis, all warranties and guaranties by Landlord’s contractor relating to the portions of the Premises that Tenant is responsible to maintain and repair pursuant to Paragraph 11 below. Subject to the terms and conditions of this Paragraph 2(b), Landlord warrants that the work performed by Landlord’s contractor (if any) with respect to the construction of the Base Building and Landlord’s Work will be free from material defects in workmanship and materials for a period of one (1) year following the Delivery Date, and that the mechanical, electrical, plumbing, sanitary sewer, sprinkler, heating, ventilation and air conditioning (“HVAC”), security, life-safety, elevator and other service systems or facilities of the Premises (inclusive of all lighting and electrical outlets in the Premises) will be in good condition and repair and working order as of the Delivery Date and for a period of a period of one (1) year following the Delivery Date (“Landlord’s Construction Warranty”). If there is a breach of Landlord’s Construction Warranty, Landlord shall, following timely written notice from Tenant identifying such breach with reasonable specificity, as Tenant’s sole and exclusive remedy, perform the work as is reasonably necessary to cure such breach in Landlord’s Construction Warranty. In connection with the performance of any such warranty work, (a) Landlord shall have the right to enter upon the Premises and into the Building in accordance with Paragraph 19 below (except that Landlord may enter at any time, without notice, in case of an emergency) to perform such work, and in no event shall the performance of such work by Landlord entitle Tenant to any abatement of rent or other compensation; providedand (b) Tenant shall cooperate with Landlord in identifying the defect in question. Notwithstanding the foregoing, howeverin the event that such repairs in, that if about or affecting the Premises, substantially interferes with Tenant’s use of the Premises and Tenant is forced to close the entire Premises for business as a result thereof for a period in excess of three (3) consecutive business days, then Tenant shall have the right to an abatement of Rent for the time period following the end of such punch-list items cannot reasonably be completed within three (3) consecutive business day period until such interference is sufficiently removed to allow Tenant to reopen the 30-day periodPremises for business. Notwithstanding the foregoing, Landlord's contractor ’s Construction Warranty shall commence such performance within not apply with respect to defects arising in connection with the 30-day period and diligently thereafter prosecute Tenant Improvements, any work performed by Tenant and/or the same to completion. Upon completion misuse, overuse, negligence or willful misconduct of such punch-list itemsTenant and/or its agents, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completionemployees, such items shall be deemed approved by Tenantcontractors, successors, assigns, licensees and/or invitees.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by By taking possession of the Premisesoccupancy, Tenant shall be deemed to have accepted the Premises as being in goodgood and sanitary order, clean and completed condition and repairrepair and takes possession of the Premises, subject to (i) all applicable laws, codes covenants, conditions, restrictions, easements and ordinances. Any damage other matters of public record and (ii) the rules and regulations as may be from time to time promulgated by Landlord governing the use of the Premises, subject to the Premises caused by Tenant's move-in shall be repaired or corrected by consent of Tenant, at its sole cost which consent shall not be unreasonably withheld, and expensefurther, to have accepted as functional all improvements. Tenant acknowledges that it has conducted or had the opportunity to conduct all investigations, tests and studies concerning the Premises and the Parking Area that Tenant deems appropriate and material to its decision to Lease the Premises. In regard to Hazardous Materials, Landlord shall be responsible for, and bear any clean-up costs related to, problems affecting the Premises that are attributable to occurrences taking place before the Commencement Date of the term of the Lease, and Tenant shall be responsible for, and bear any costs or damages related to, any problems affecting the Premises that Tenant causes during the term of the Lease. Tenant acknowledges that (i) neither Landlord nor Landlord's Agents agents have made any representations representation or warranties warranty as to the suitability or fitness of the Premises for the conduct of Tenant's business, the condition of the Premises (except as otherwise provided in Section 2.2), or the use or occupancy which may be made thereof and (ii) Tenant has independently investigated and is satisfied that the Premises are suitable for Tenant's intended use as set forth in Section 1.9 above. It has been orally represented to Tenant that certain manufacturing areas may have a "moisture" problem with the floor, and Tenant enters this Lease with a full and complete knowledge of this condition, and assumes full responsibility for any damage to its business or for any other purposeoperations related to this condition, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within (i) Landlord shall repair any damage that this condition has caused or may cause to the 30-day periodPremises, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, (ii) Tenant shall approve such completed items not bear any responsibility or costs associated with repairing any damage to the Premises (flooring) occurring after the Commencement Date related to the "moisture" problem unless Tenant desires to repair same in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenant's sole discretion.

Acceptance of Premises. Within ten Must-Take Space, Machine Shop Space and First Offer Space. Except as expressly set forth in this Lease (10) days after completion including Section 8.4 below), Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Building, the Initial Premises, the Must-Take Spaces, the Machine Shop Space, if leased by Tenant Improvementspursuant to Section 1.5 below, or any First Offer Space leased by Tenant pursuant to Section 1.6 below, and Tenant shall conduct a walkaccept the Building, the Initial Premises, the Must-through inspection Take Space, the Machine Shop Space and any such First Offer Space so leased by Tenant in their "As Is" condition on the applicable Lease Commencement Date, Must-Take Delivery Date, the Machine Shop Delivery Date, and the date of Landlord's delivery to Tenant of the Premises with Landlord and complete a punch list of items needing additional work. Other than applicable First Offer Space so leased by Tenant, as the items specified case may be; provided, however: (i) in the punch listevent that as of the date of execution of this Lease with respect to the Initial Premises, if anyor as of the Must-Take Delivery Date with respect to the Must-Take Space, or as of the Machine Shop Delivery Date with respect to the Machine Shop Space, or as of date of Landlord's delivery to Tenant of such applicable First Offer Space, as the case may be, (A) the Systems and latent defects Equipment of the Building located outside of the Initial Premises, the Must-Take Space, Machine Shop Space, or such applicable First Offer Space, as the case may be, or (B) the structural components of the Building and the common areas of the Building (including the lobby and restrooms on the ground floor of the Building) or Real Property located outside of the Initial Premises, the Must-Take Space, the Machine Shop Space or such applicable First Offer Space, as the case may be, each in their condition existing as of such applicable date, do not comply with applicable Laws (including Environmental Laws, as defined in Section 5.2 below) in effect as of such date, as such noncompliance shall be determined on an unoccupied basis without regard to any improvements to be constructed in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection Initial Premises, the Must-Take Space, the Machine Shop Space, or such applicable First Offer Space, as the case may be, or to Tenant's use of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Initial Premises, Tenant the Must-Take Space, the Machine Shop Space or such applicable First Offer Space, as the case may be, then Landlord shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenantresponsible, at its sole cost, which cost shall not be included in Direct Expenses, for correcting any such noncompliance; and expense(ii) prior to the Lease Commencement Date, Landlord shall, at its cost, perform certain work pertaining to the existing HVAC equipment serving the Building, as set forth on EXHIBIT H attached hereto (collectively, the "LANDLORD'S HVAC WORK"). Landlord shall perform Landlord's HVAC Work pursuant to a schedule mutually approved by Landlord and Tenant. Tenant hereby acknowledges that neither Landlord nor Landlordthat, notwithstanding Tenant's Agents have made any representations or warranties as to the suitability or fitness occupancy of the Premises during the performance of the Landlord's HVAC Work, in connection therewith: (A) Landlord shall be permitted to perform the Landlord's HVAC Work during normal business hours, without any obligation to pay overtime or other premiums; (B) Tenant hereby accepts any and all inconveniences associated with the performance of the Landlord's HVAC Work which may occur during Tenant's occupancy including, without limitation, dust, noise, etc; (C) the performance of the Landlord's HVAC Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Base Rent payable pursuant to this Lease; (D) Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's business arising from the conduct construction of the Landlord's HVAC Work; and (E) Tenant shall not be entitled to any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises or of Tenant's business personal property or improvements resulting from the construction of the Landlord's HVAC Work, or for any inconvenience or annoyance occasioned thereby, except for any injury to persons or damage to property (but not loss of business or other purpose, nor has Landlord or consequential damages) to the extent caused by Landlord's Agents agreed negligence or willful misconduct and not insured or required to undertake any Alterations or construct any Improvements be insured by Tenant under this Lease; provided, Landlord shall use commercially reasonable efforts to minimize interference with Tenant's use of and access to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. result of Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantHVAC Work.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project (except as expressly provided in this Lease). Not by way of limitation of the foregoing, no representation or warranty has been made with respect to the suitability or fitness for any purposes of the Premises, the Building or the Project, nor regarding the compliance of Tenant’s use of the Premises with the applicable zoning or regarding any other land use matters, and Tenant shall be solely responsible as to such matters. Further, neither Landlord nor any representative of Landlord has made any representations or warranties as regarding (i) what other tenants or uses may be permitted or intended in the Building or the Project, (ii) any exclusivity of use by Tenant with respect to the suitability or fitness its permitted use of the Premises for as set forth in Item 3 of the conduct Basic Lease Provisions, or (iii) any construction of Tenant's business or for portions of the Project not yet completed. Tenant further acknowledges that neither Landlord nor any other purpose, nor representative of Landlord has Landlord or Landlord's Agents agreed to undertake any Alterations alterations or additions or construct any Improvements improvements to the Premises except as expressly provided in this Lease. If As of the Commencement Date, Tenant fails shall be conclusively deemed to submit have accepted the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease, which acceptance shall mean that it is conclusively established that the Premises and those portions of the Building and Project in which Tenant has any rights under this Lease were in satisfactory condition and in conformity with the provisions of this Lease, subject only to (A) those defective or incomplete portions of the Tenant Improvements constructed by Landlord pursuant to the Work Letter, if any, attached hereto as Exhibit X (“Work Letter”), which Tenant shall have itemized on a written punch list and delivered to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspection; providedCommencement Date (as defined in Section 3.1), however, that if such punch-and (B) Landlord’s obligations expressly contained in Section 2.4 of this Lease. Nothing contained in this Section shall affect the commencement of the Term or the obligation of Tenant to pay rent. Landlord shall diligently complete all punch list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantwhich it is notified as provided above.

Acceptance of Premises. Within ten Except as set forth below, the Subleased Premises will be delivered by the Sublessor, and accepted by the Sublessee, in their "as-is" condition subject to latent defects not reasonably discoverable through visible inspection. Sublessor is not obligated to make any improvements or repairs to the Subleased Premises. Notwithstanding the foregoing, Sublessor shall cooperate with Sublessee to enforce and obtain the performance of Landlord's obligations under the Prime Lease, without cost to Sublessor. The Sublessee has had an opportunity to inspect the Subleased Premises and has found the Subleased Premises to be fit for the Sublessee's use. The Sublessee accepts the premises with all systems (10including, without limitation, heating, ventilating, air conditioning, telephone, etc.) to be in good working order and repair. Failure of Sublessee to notify Sublessor of any problems or issues with such systems within 30 days after completion the commencement date of the Tenant Improvementsterm shall be deemed an acceptance by Sublessee that such systems are in good working order. In the event Sublessee requires that alterations be made to the Subleased Premises, Tenant all alterations shall conduct a walk-through inspection be subject to the reasonable approval of the Sublessor and to the terms and conditions of the Prime Lease. Any alterations or improvements made to the Subleased Premises with Landlord and complete a punch list of items needing additional workby Sublessee shall be removed at Expiration Date if so requested by Sublessor or the Prime Lessor at the time Sublessee requests consent from Sublessor or the Prime Lessor to improve or alter Subleased Premises. Other than Sublessor shall be responsible for any damage done to the items specified Subleased Premises in the punch list, if any, and latent defects process of Sublessor moving in or out of the Premises. Sublessee shall not be required to remove any improvements that were located in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of Premises on the Capital ImprovementsSublease Commencement Date. Sublessee shall pay to Sublessor as rent for the Subleased Premises, the following: Eleven thousand, One hundred, Eighty-Eight and subject to Landlord00/100 Dollars ($11,188.00) per month commencing on Sublessee's representations and warranties described below, by taking possession of the Subleased Premises, Tenant and continuing up to and including May 31, 2001; Eleven Thousand, Five Hundred, Twenty-Three and 64/100 Dollars ($11,523.64) per month commencing on June 1, 2001 and continuing up to and including May 31, 2002; Eleven Thousand, Eight Hundred, Sixty-Nine and 35/100 Dollars ($11,869.34) per month commencing on June 1, 2002 and continuing up to and including May 31, 2003; Twelve Thousand, Two Hundred, Twenty-Five and 43/100 Dollars ($12,225.43) per month commencing on June 1, 2003 and continuing up to and including November 30, 2003. Rent for any period during the term hereof which is for less than one month shall be deemed to have accepted a pro rata portion of the Premises monthly installment. The rent will be paid in goodadvance, clean on or before the first day of each month during the term of this Sublease. Rent and completed condition additional rent and repair, subject to all applicable laws, codes and ordinances. Any damage to the Premises caused by Tenant's move-in other charges shall be repaired payable without notice or corrected by Tenantdemand, at its sole cost and expense. Tenant acknowledges that neither Landlord nor Landlord's Agents have made without any representations deduction, offset, or warranties abatement except as to the suitability or fitness otherwise provided in an immediately available funds of the Premises for United States of America to Sublessor at: Software Technology, Inc. 0000 Xxxxx Xxxx Melbourne, FL 32904-2314 Attention: Xxxxx Xxxx or to such other person or at such other place as Sublessor may designate in writing. Commencing as of the conduct Commencement Date, Sublessee shall also pay to Sublessor, as additional rent, its prorata share (currently 33.32% of Tenant's business or for the Building and 7.72% of the Property) of Operating Expenses and Real Estate Taxes (as such items are defined in the Prime Lease). Notwithstanding the foregoing, the Operating Expenses shall not include any expenses which will be paid fully and directly by Sublessee. Sublessee shall also pay to Sublessor, as additional rent, any other purposesums and charges (except fixed rent) required to be paid by Sublessor to Prime Lessor under the Prime Lease, nor has Landlord whether or Landlord's Agents agreed not referred to undertake any Alterations or construct any Improvements as additional rent for charges incurred during the sublease term. All additional rent payments by Sublessee to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it Sublessor shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items made at least within thirty (30) days after the walk-through inspection; provided, however, that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same of invoice from Sublessor to completion. Upon completion of such punch-list items, Tenant shall approve such completed items in writing to Landlord. If Tenant fails to approve such items within fourteen (14) days of completion, such items shall be deemed approved by TenantSublessee.

Acceptance of Premises. Within ten (10) 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. Other than the items specified in the punch list, if any, and latent defects in the Capital Improvements that could not have been discovered by a reasonably thorough visual inspection of the Capital Improvements, and subject to Landlord's representations and warranties described below, by taking possession of the Premises, Tenant shall be deemed to have accepted accepts the Premises in good, clean and completed their “AS-IS” condition and repair, subject to all applicable laws, codes and ordinances. Any damage to on the Premises caused by Tenant's move-in shall be repaired or corrected by Tenant, at its sole cost and expense. Tenant acknowledges date that neither Landlord nor Landlord's Agents have made any representations or warranties as to the suitability or fitness of the Premises for the conduct of Tenant's business or for any other purpose, nor has Landlord or Landlord's Agents agreed to undertake any Alterations or construct any Improvements to the Premises except as expressly provided in this Lease. If Tenant fails to submit a punch list to Landlord within such 10-day period, it shall be deemed that there are no Improvement items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (30) days after the walk-through inspectionLease is entered into; provided, however, Landlord represents that if such punch-list items cannot reasonably be completed within the 30-day period, Landlord's contractor shall commence such performance within the 30-day period and diligently thereafter prosecute the same to completion. Upon completion as of such punchdate, the Building shall be watertight, free of Hazardous Materials and the Building's Systems shall be in good working order. Other than as provided for herein in this Exhibit D, Landlord shall have no obligation to perform any work in the Premises (including demolition of any improvements existing therein or construction of any tenant finish-list work or other improvements therein), and, except as set forth in this Exhibit D, shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. Landlord shall engage RAND Construction as Tenant’s general contractor for the Work (as hereinafter defined). Tenant hereby acknowledges that the Work shall be performed while Tenant is in occupancy of the Premises, and Landlord’s actions in connection with such Work shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Xxxxxx’s business arising from the performance of the Work, nor shall Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance occasioned by such construction or Landlord’s actions in connection with such construction. Tenant acknowledges that Landlord and Xxxxxx may have to relocate items of Tenant’s furniture, equipment, and personal property in order for Landlord to complete the Work, and that Tenant will be responsible for packing and unpacking any such items, Tenant shall approve which may cause temporary inconvenience in the use of the Premises during the performance of such completed items in writing Work, and Xxxxxx agrees to Landlord. If Tenant fails coordinate with Xxxxxxxx’s property manager and to approve cooperate fully with such items within fourteen (14) days of completion, such items shall be deemed approved by Tenantactivities.