Common use of Condition of Demised Premises Clause in Contracts

Condition of Demised Premises. Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

Condition of Demised Premises. Tenant hereby acknowledge acknowledges and confirms agrees that Tenant has undertaken a full it shall hire and complete examination of take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Improvements located on Demised Premises “as is,” in the Land existing condition and state of repair as of the date hereofhereof and without recourse to Landlord. Tenant is fully familiar therewithfurther agrees that no representations, the condition thereofstatements or warranties, and the Permitted Encumbrancesexpress or implied, have been made by or on behalf of Landlord and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without has not relied on any representation representations, statements or warrantywarranties, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which respect of the Demised Premises or any part in respect of the condition thereof or the present or future use or occupation that may be put. Tenant expressly acknowledges that made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly provided set forth in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease). Without limiting the generality of the foregoing provisions of this Sectionforegoing, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, warranties other than as expressly set forth herein as to (i1) the current or future real estate tax liability, assessment or valuation of the Demised Premises; , (ii2) the potential qualification of the Demised Premises for any and all benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing mortgages, or any other benefits, whether similar or dissimilar to those enumerated; , (iii3) the compliance of the Demised Premises Premises, in its current or any future state state, with applicable zoning ordinances and/or and the ability to obtain Approvals a change in the zoning or any other governmental approvals or variances a variance with respect to the Demised Premises and possible Premises’ non-compliance compliance, if any, with any of said zoning ordinances or other laws governing the use of the Demised Premises; ordinances, (iv4) the availability of any financing for the alterationpurchase, rehabilitation alteration or operation of the Demised Premises of from any source; , (v5) the current or future use of the Demised Premises (Premises, including, without limitationbut not limited to, the Permitted Use); Demised Premises’ use for residential or commercial purposes, (vi6) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements building, (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii7) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of Requirements and any violations of any Legal Requirementsthereof, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; and (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or 8) the presence or absence of any Hazardous Material at Materials (as hereinafter defined), and the Demised Premises; and compliance or non-compliance with any Environmental Laws (xi) the layout, rents, income, expenses and/or operation of the Demised Premisesas hereinafter defined). Landlord is not liable or bound shall in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not no event whatsoever be (i) liable for any latent or patent defect defects in the Demised Premises. Requirements shall mean any and all present and future laws, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices rules, orders, ordinances, regulations, statutes and requirements of any such violations have been issued, filed or recorded), or Governmental Authority (iiias hereinafter defined) required to furnish relating in any services or facilities or to make any repairs or Alterations in or way to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement DatePremises.

Condition of Demised Premises. Tenant hereby acknowledge Notwithstanding anything to the contrary in this Sublease, Sublandlord warrants and confirms represents that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewithCommencement Date (as defined in Article III below), the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liabilityDemised Premises will be in good condition and repair and the electrical, assessment valuation of mechanical, HVAC, plumbing, elevator and other systems serving the Demised PremisesPremises will be in good condition and repair; and (ii) the potential qualification of the Demised Premises for any benefits conferred by any federalshall conform to all requirements of covenants, state conditions, restrictions and encumbrances ("CC&R's"), all underwriter's requirements, and all rules, regulations, statutes, ordinances, laws and building codes, (collectively, "Laws") applicable thereto. Subtenant shall not be required to construct or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) pay the compliance cost of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance complying with any CC&R's, underwriter's requirements or Laws requiring construction of said zoning ordinances or other laws governing improvements in the Premises which are properly capitalized under general accounting principles, unless such compliance is necessitated solely because of Subtenant's particular use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation . Subtenant's acceptance of the Demised Premises shall not be deemed a waiver of any source; (v) the current or future use of Subtenant's right to have defects in the Demised Premises (includingrepaired at Sublandlord's sole expense. Subtenant shall give notice to Sublandlord whenever any such defect becomes reasonably apparent, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and Sublandlord shall repair such defect as soon as practicable. Sublandlord also hereby assigns to Subtenant all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title warranties with respect to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; , which would reduce Subtenant's maintenance obligations hereunder and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining shall cooperate with Subtenant to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Personenforce all such warranties. Except as otherwise expressly provided in this LeaseSublease, Landlord shall not be (i) liable for any latent Subtenant accepts possession of the Demised Premises in its "as is" condition as of the date of this Sublease. SCIDA makes no representations or patent defect in warranties to the condition of or title to the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

Condition of Demised Premises. 14.1 Tenant hereby acknowledge and confirms acknowledges that Tenant neither Landlord nor any agent of Landlord has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without made any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances warranty with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence the Building or absence of any rules or notices of violations of any Legal RequirementsProject, or any obligations affecting with respect to the suitability for the conduct of Tenant's business except as expressly set forth in this Lease. The taking of possession of the Demised Premises incurred under by Tenant shall, except as otherwise agreed in writing by Landlord and Tenant conclusively establish that the provisions of any federalDemised Premises and Building were at such time in good, state or local laws or any regulations promulgated thereunder; sanitary and satisfactory condition and repair. Notwithstanding the foregoing, Landlord shall provide that, on the applicable Term Commencement Date with respect to each Suite being tendered, (ixi) the state electrical, plumbing, and mechanical systems servicing such Suite are in working order and in good condition, (ii) all ceiling area over such Suite is covered by ceiling tiles that are unbroken, (iii) the roof over such Suite is in good condition and water tight, (iv) there are no cracks, holes, or other damage to walls, floors, and doors at such Suite known to Landlord that have not been repaired, (v) all broken or damaged glass at such Suite has been replaced with new glass, and (vi) the carpet at such Suite is in good condition and there are no areas in need of title immediate replacement to the Demised Premises; (x) any environmental condition at make such areas suitable for occupancy. Tenant's acceptance of the Demised Premises or submission of a "punch list" shall not be deemed a waiver of Tenant's right to have construction defects in the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable Tenant Improvements or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operationrepaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, and Landlord shall cause such defects to be repaired. Not withstanding the above, Tenant's right to have Landlord cause such defects to be repaired shall be deemed waived if written notice is not be given to Landlord within thirty (i30) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management days of the entire Demised Premises from and after the Commencement Datedate Tenant discovers such defect.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord it is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to leasing the Demised Premises during the term Extension Term in its “as is” condition and that Landlord has no obligation to perform any work in the Demised Premises (other than the installation of this Leasethe Demising Wall, as described below) nor shall Landlord have any obligation to provide Tenant with an allowance for any improvements. At any time during the Extension Term, Landlord shall have the right, upon thirty (30) days notice to Tenant, at in its sole cost discretion, to a build demising wall so as to separate the Demised Premises from the Surrendered Space in accordance with the floor plan attached hereto as Exhibit A (the “Demising Wall”), which provides Tenant with a minimum of 27 feet 10 inches of width in the IT room. During the construction of the Demising Wall, Landlord agrees to use all reasonable efforts and expenseto adhere to all reasonable construction practices to prevent debris and other materials arising from the construction of the Demising Wall from entering the Demised Premises. Until such time that Landlord constructs the Demising Wall, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management Tenant shall (a) enjoy beneficial use of the entire current IT room, including that portion of the IT room currently located within the Surrendered Space, and (b) be permitted to use the Surrendered Space solely for ingress to and egress from the Demised Premises. In no event shall Tenant be permitted to utilize any portion of the Surrender Space (other then the IT room as provided above) for Tenant’s business. At such time as Landlord constructs the Demising Wall, Landlord may relocate the electrical panels currently located in the portion of the IT room which is part of the Surrendered Premises to a new location within the IT room, which location shall be determined by Landlord in its sole discretion after consultation with Tenant. Landlord agrees that it shall cooperate with Tenant regarding the timing of the relocation of the electrical panel so as to minimize interference with Tenant’s business. Landlord shall be permitted to create new entrances and exits to and from the Premises and/or locate the Demising Wall in a location other than the location shown on Exhibit A in order to (a) comply with any laws, rules or regulations of local, county, state or federal authorities having jurisdiction over the Complex and after (b) provide adequate ingress and egress to the Commencement DateDemised Premises, provided, that any relocation of the Demising Wall shall not materially affect the square footage of the third floor that Tenant is entitled to occupy pursuant to the Lease. All costs and expenses associated with creating new entrances and exits and the creation of the Demising Wall shall be paid for by Landlord.

Condition of Demised Premises. 14.1 Tenant hereby acknowledge and confirms acknowledges that Tenant neither Landlord nor any agent of Landlord has undertaken a full and complete examination made any representation or warranty with respect to the condition of the Demised Premises or the Building or Project, or with respect to the suitability for the conduct of Tenant’s business. Except for Landlord Work, the Landlord Payment and the Improvements located on the Land as of the date hereof. Allowance, Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance take possession of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to “as-is” condition. Landlord shall deliver the Demised Premises to Tenant on the Delivery Date with all Building systems in proper working order. 14.2 Landlord agrees at Landlord’s sole cost to do the following as “Landlord’s Work”: (a) Landlord shall install a sign similar to the sign at Tenant’s former address (22 Firstfield Road) at the drive-entrance from West Xxxxxxx Mill Road identifying the tenants in the Building. (b) Landlord shall leave in place for Tenant’s use, and possible non-compliance with at no extra charge to Tenant, all furniture, fixtures, equipment and other things (collectively, the “Furniture”) which were in the Demised Premises as of August 26, 2004. Anything to the contrary contained herein notwithstanding, Tenant shall not be required to remove any of said zoning ordinances the Furniture from the Demised Premise at the expiration or other laws governing termination of the Term. Landlord makes absolutely no representation or warranty about the Furniture, all of which Tenant may use at Tenant’s sole risk. No part of the rent paid under this Lease is attributable to the use of such furniture fixtures and equipment. If Tenant no longer wants any of the Demised Premises; Furniture, Tenant may so notify Landlord in writing, and if Landlord does not remove such Furniture within ten (iv10) business days, Tenant may dispose of such Furniture at Tenant’s cost. (c) Landlord shall at no cost to Tenant program the availability of any financing for data card reader in the alteration, rehabilitation or operation of elevator servicing the Demised Premises of any source; (v) to restrict access from the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title elevator to the Demised Premises; , and shall provide Tenant with access cards. (xd) any environmental condition at Upon possession of space in the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner Building by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Leasetenants, Landlord shall not be (i) liable for any latent or patent defect in install the Demised Premises, (ii) liable for any violations monitoring systems to verify compliance by tenants with the limitations imposed by Section 16.9 on the use of Legal Requirements affecting electrical power from the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement DateGenerator.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. TenantSublandlord shall, at its sole cost and expense, hereby assumes add certain walls to separately demise the full and sole responsibility Demised Premises as set forth on EXHIBIT B, all in accordance with Prime Landlord's standards for the Building. In addition, Sublandlord shall perform those alterations set forth on the attached EXHIBIT C ("SUBLANDLORD'S WORK"), in accordance with plans attached hereto as EXHIBIT D. All of Sublandlord's Work (and any demising wall installation) shall be performed in good and workmanlike manner in accordance with all applicable laws, codes and regulations. Except for Sublandlord's Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty except as described in Section 21 hereinbelow and in broom clean condition but otherwise in its "as is" condition. Except as set forth herein, operationSublandlord shall not be required to make any alterations, repairimprovements, replacementrepairs or decorations to the Demised Premises, maintenance and management the Subtenant acknowledges that the provisions of Article 4 of the entire Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises from and after are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement DateDate (as defined hereafter) shall be conclusive evidence that the Demised Premises have been delivered in accordance with the provisions of this Sublease and are acceptable to Subtenant, except for punch-list items and latent defects. Sublandlord shall be solely responsible for the cost of architectural and engineering plans detailing Sublandlord's Work for the scope of work set forth on the attached EXHIBIT D, said plans to be provided by Xxxxxx Architects. To the extent that Subtenant makes material changes or additions to the scope of work set forth on EXHIBIT D, then Subtenant shall be solely responsible for any revised or additional architectural and engineering plans, unless such change or addition is required by applicable governmental authority. In addition to the cost of architectural plans as set forth in this paragraph, Sublandlord shall be responsible for up to the sum of Ninety Thousand One Hundred Five and 00/100 Dollars ($90,105.00)(the "SUBTENANT ALLOWANCE") towards the construction costs incurred in connection with Sublandlord's Work. All other costs and expenses in connection with Sublandlord's Work shall be borne by Subtenant, provided, however, Sublandlord shall finance and pay to the general contractor performing Sublandlord's Work any costs in excess of the Subtenant Allowance up to the maximum amount of Ninety Thousand One Hundred Five and 00/100 Dollars ($90,105.00), plus interest imputed at an annual rate of eight percent (8%)("CONSTRUCTION FINANCING"). The Construction Financing shall be amortized over the term of this Sublease (to be paid by Subtenant in equal monthly installments on the basis of $0.236 for each dollar of Construction Financing). Said additional Construction Financing shall constitute "Base Rent" as set forth in Section 5 below, and any failure to pay said amount shall be a default hereunder. Any additional construction costs in excess of One Hundred Eighty Thousand Two Hundred Ten and 00/100 Dollars ($180,210.00)(consisting of the Subtenant Allowance plus the amount of the Construction Financing to be amortized as set forth in this paragraph) shall be referred to as "EXCESS CONSTRUCTION COSTS" and shall, after Sublandlord has paid and exhausted the Subtenant Allowance and Construction Financing, be paid in full within fifteen (15) from the date of Subtenant's receipt of invoices and reasonable supporting information sent by Sublandlord. Sublandlord shall promptly provide Subtenant with copies of all invoices(s) and any reasonable supporting documentation with respect to all of Sublandlord's Work. Sublandlord shall act as construction manager with respect to Sublandlord's Work, at no additional cost to Subtenant. Subtenant shall have the right to request that Sublandlord accepts bids for Sublandlord's Work from one (1) additional general contractor in addition to Xxxxxxx Construction. Subtenant shall have the right to review all bids obtained by Sublandlord, and the parties shall mutually agree on the selection of the general contractor. The general contractor retained to perform Sublandlord's Work shall be required to obtain three (3) separate bids from subcontractors for each phase of Sublandlord's Work. Sublandlord shall not agree to any change order relating to the scope, price or completion date of Sublandlord's Work without having obtained the prior written consent of Subtenant. Sublandlord further agrees to take reasonable efforts to enforce the one (1) year labor and materials guaranty that will be provided by the general contractor; provided however, that "reasonable efforts" shall not require Sublandlord to expend any sums or commence any proceedings in connection with the same. Subtenant shall make no alterations, additions or improvements to the Demised Premises without the prior written consent of Sublandlord and Prime Landlord.

Condition of Demised Premises. The parties acknowledge that the Demised Premises shall consist of an unfinished and unimproved space in which Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination will, promptly after delivery of possession of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes commence to construct its office space within a portion of the full Demised Premises, including all HVAC servicing the Demised Premises, and sole responsibility the procuring of all relevant permits and approvals therefor, in accordance with the provisions of Article 6 hereof. Tenant specifically acknowledges and agrees that this Lease and the commencement of Rent hereunder shall not be delayed or affected by the Tenant’s completion or failure to complete Tenant’s improvements to the Demised Premises by the Rent Commencement Date. Landlord makes no representation or warranty, express or implied in fact or by law, as to the nature or condition of the Demised Premises, or its fitness or availability for any particular use, or the conditionincome from or expenses of operation of the Demised Premises. Landlord shall not be liable for any latent or patent defects therein, provided, however, nothing contained herein shall reduce Landlord’s or Tenant’s obligations under Article 9 hereof. Tenant represents that Tenant has examined and is fully familiar with the physical condition of the Demised Premises, the improvements thereon, the sidewalks, the uses thereof, and all zoning and other rules and requirements applicable to the Demised Premises, and subject to the provisions of this Lease, Tenant shall accept the Demised Premises without recourse to Landlord, “as is”, in the condition and state in which they now are and agrees, that the Demised Premises complies in all respects with all requirements of this Lease. Except as expressly set forth in this Lease, Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy. Except as set forth in this Lease, Tenant acknowledges and agrees that Landlord has not made, and does not make, any representation or warranty, and Landlord shall have no liability or obligation with respect to any matter relating to the Demised Premises or this transaction, including, without limitation (i) income, expenses, operation, repairincome-producing potential, replacementzoning, maintenance physical condition, gross and management rentable square footage of the entire Building, access, fitness for any specific use, merchantability, habitability, soil or the lie and topography, of any portion of the Demised Premises; (ii) violations, if any, (iii) any patent or latent defect in or about the Demised Premises, or in any portion thereof; (iv) the compliance of the Demised Premises with any Legal Requirements; (v) the presence or absence of asbestos, asbestos-containing materials, lead paint or any hazardous substances or wastes in, under or upon the Demised Premises (except as set forth in Article 39 hereof); (vi) the existence, location or availability of utility lines for water, sewer, drainage, electricity or any other utility; (vii) any licenses, permits, approvals or commitments from governmental authority in connection with the Demised Premises; (viii) parking availability and/or (ix) any other matter affecting or relating to the Demised Premises, including the legal state thereof, which is not expressly set forth in this Lease. Tenant is relying upon Tenant’s independent investigations with respect to the foregoing and after with respect to all other matters relating to the Demised Premises, other than as expressly set forth in this Lease. Notwithstanding anything herein to the contrary contained in this Lease, (a) Landlord shall promptly cure, at Landlord’s expense, and pay all fines, interest and penalties with respect to, any violations (including any open building permits or stop work orders) or non-compliance with law affecting the Demised Premises or the Building, which actually delays or prevents Tenant from obtaining applicable building permits for Tenant’s Work or otherwise prevents or delays the performance of Tenant’s Work or obtaining of any governmental sign-offs (including, but not limited to, a temporary certificate of occupancy) for Tenant’s Work, or Tenant’s ability to open for business in the Premises, and Rent shall xxxxx on a day for day basis for each day that Landlord is effecting a cure thereof (in addition to the free rent period) and (b) Landlord shall promptly xxxxx or remediate, at Landlord’s expense, any Hazardous Materials (including, without limitation, asbestos) existing in or on the Demised Premises on the Commencement DateDate that is required by applicable law to be abated or remediated, and Rent shall xxxxx on a day for day basis to the extent Tenant is delayed in performing Tenant’s Work as a result thereof until such legally required abatement or remediation is completed (in addition to the initial free rent period).

Condition of Demised Premises. Tenant hereby acknowledge and confirms that NOTICE OF ACCIDENTS 16.01. Tenant has undertaken a full and complete examination of inspected the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and "as is," without any representation reliance upon any representation, warranty or warrantyguarantee, either express or implied, in fact or by law, by Landlord, and without recourse to Landlord, its employees or agents as to the title thereto, the nature, condition or usability thereof or the use or uses to which state of repair of the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that Premises, except as expressly provided in this Lease. 16.02. Except as otherwise specifically set forth herein, LANDLORD MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO THE DEMISED PREMISES OR THE FURNITURE. NO WARRANTY OR GUARANTEE SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE (OTHER THAN THE WARRANTY OF TITLE AS PROVIDED UNDER THE UNIFORM COMMERCIAL CODE) OR OTHERWISE AS TO ANY PROPERTY OR FIXTURES COMPRISING PART OF THE DEMISED PREMISES OR THE FURNITURE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 16.03. Tenant shall promptly notify Landlord has not made of (a) any representations accident occurring in or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of about the Demised Premises; ; (iib) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances fire or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation casualty occurring in or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at about the Demised Premises or the presence of any Hazardous Material at the Demised PremisesParking Area; and and (xic) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable all damage or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations defects in or to the Demised Premises during or any Building system, facility or installation therein. (a) Landlord represents and warrants that, to the term best of this its knowledge, there is no asbestos or hazardous substances or materials in the Building, other than those materials normally found in commercial office buildings (i.e. cleaning supplies, copier toner, etc.). (b) Tenant and Landlord shall at all times comply with applicable local, state and federal laws, ordinances and regulations relating to Hazardous Substances. (c) If at any time Landlord or Tenant shall become aware or have reasonable cause to believe that any hazardous material, substance, or waste has been released or has otherwise come to be located on or beneath the Premises (except as permitted in the Lease), such party shall immediately upon discovering the release or presence or suspected presence of the hazardous material, substance, or waste, give written notice of that condition to the other party. 16.05. TenantLandlord shall, at its sole cost and Landlord's expense, hereby assumes keep and maintain the full Development, including without limitation, the Building, in compliance with all applicable governmental laws, rules, and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Dateregulations.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that (a) Tenant has undertaken a full and complete examination of examined the Demised Premises and agrees to accept the Improvements located on the Land same in their condition and state of repair existing as of the date hereof. Tenant is fully familiar therewith, the condition thereof, hereof subject to normal wear and the Permitted Encumbrances, and Tenant accepts tear and agrees that the Owner shall not be required to lease the same in their present “AS IS” condition and without perform any representation work, supply any materials or warranty, express or implied, in fact or by law, by Landlord, and without recourse incur any expense to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which prepare the Demised Premises or any part thereof may be put. Tenant expressly acknowledges for Tenant's occupancy; provided, however, that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as Owner agrees to (i) complete, at its own cost and expense, the current work set forth in Exhibit B attached hereto and made a part hereof (hereinafter referred to as "Owner's Work"), and (ii) within the initial ninety (90) days of the term of the Lease, in connection with the two (2) westerly bathrooms, Owner shall (w) remove existing partitions and replace with new partitions, (x) remove existing mechanically suspended ceiling, repair all walls and ceilings and install new 6"x6" type flourescent lighting fixtures on stems, (y) replace existing toilets with new toilets, and (z) furnish and install new vinyl composition tile flooring and paint all walls, doors and trim. Tenant's Work and work done by Owner under subparagraph (iii) (x)-(z) shall be coordinated and each shall use reasonable efforts to coordinate their respective work and avoid undue interference with the work of the other party. No substitution shall be permitted on building standard work except when specifically approved in writing. No credit shall be given for omissions or future real estate tax liabilityreductions which Tenant may request to standard installation. Notwithstanding the foregoing, assessment valuation Tenant may select materials or increase the number of electrical fixtures, outlets or switches which would otherwise be initially furnished by Owner provided that (i) such selection is indicated on Tenant's plans prior to commencement of construction and (ii) such additions or substitutions shall not increase the cost of construction. Any other changes made after commencement of construction shall be made by Owner at Owner's option but at Tenant's sole cost and expense. (b) Tenant represents that it shall install Building Standard (i) electrical wiring and receptacles (in accordance with the terms of this Lease), and (ii) voice and data wiring, which installations shall be coordinated with, and shall not interfere with or impede, Owner's installation of partitions in the Demised Premises; , provided that such wiring in new and existing Building Standard partitions shall be concealed, and in all other areas installed in such a manner as to be as inconspicuous as possible (e.g. at inside corners of walls, and ceilings at beams). (i) The term of this Lease shall commence on the date the Demised Premises are ready for Tenant's occupancy (as provided in subparagraph (ii) the potential qualification below), or such earlier date as Tenant shall occupy any portion of the Demised Premises for any benefits conferred the conduct of its business (the "Commencement Date") (but Tenant's occupancy for the purpose of doing its work described in subparagraph (b) hereinabove shall not be considered occupancy by any federal, state or municipal laws, whether Tenant for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; the purposes of this subparagraph). (iiiii) the compliance of the The Demised Premises shall be deemed ready for occupancy on the date that Owner's Work (referred to in its current subparagraph (a)(i) hereinabove) shall have been substantially completed; and it shall be so deemed notwithstanding the fact that minor or any future state with applicable zoning ordinances and/or insubstantial details of construction, mechanical adjustment or decoration remain to be performed, the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance completion of which do not materially interfere with any of said zoning ordinances or other laws governing the Tenant's use of the Demised Premises; . (iviii) If the availability occurrence of any financing for the alteration, rehabilitation or operation conditions set forth in this Section 60(c) and thereby the making of the Demised Premises ready for occupancy shall be delayed due to any act or omission of Tenant or any source; (v) the current of its employees, agents or future use of contractors, the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment shall be deemed ready for occupancy on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations date when they would have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility ready but for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Datesuch delay.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of Sublandlord shall deliver the Demised Premises in broom clean but otherwise in its current "as is" condition, except for adding certain demising walls and completing other work to make the Building suitable for more than one tenant ("Sublandlord's Work"). Sublandlord shall promptly commence Sublandlord's Work after Prime Landlord has consented to this Sublease and shall use diligent efforts to complete said work as soon as practicable, although Subtenant expressly acknowledges that Sublandlord's Work may not be completed as of the Commencement Date (as defined hereafter), and Sublandlord's failure to have completed Sublandlord's Work by said date shall not delay the Commencement Date or any future state of Subtenant's obligations hereunder. In the event Sublandlord's Work is not completed by the Commencement Date, Sublandlord shall use diligent efforts to complete said work as soon as practicable thereafter, and shall use reasonable efforts to minimize any interference with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the Subtenant's use of the Demised Premises; (iv) . Except as set forth herein, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the availability Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any financing for the alteration, rehabilitation or operation other provision requiring work to be completed prior to occupancy of the Demised Premises of any source; (v) the current or future use are not applicable to this Sublease. Subtenant's possession of the Demised Premises on the Commencement Date (including, without limitation, the Permitted Use); (vias defined hereafter) present and future condition and operating state of any and all machinery or equipment on shall be conclusive evidence that the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under have been delivered in accordance with the provisions of any federalthis Sublease and are acceptable to Subtenant. Except as set forth in the attached EXHIBIT C, state Subtenant shall make no alterations, additions or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining improvements to the Demised Premises or without the operationprior written consent of Sublandlord and Prime Landlord, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord which consent shall not be (i) liable for any latent unreasonably withheld or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Datedelayed by Sublandlord.

Condition of Demised Premises. (A) Tenant hereby acknowledge acknowledges and confirms agrees that Landlord has performed all work and made all installations required of Landlord under the Existing Lease, that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of accepting the Demised Premises in its current “as is” condition, and that, except as otherwise expressly set forth in Section 2.16(B) of this Agreement, and that Landlord shall not be required to perform any work, make any installations or incur any future state with applicable zoning ordinances and/or the ability to obtain Approvals expense in or any other governmental approvals or variances with respect to the Demised Premises in order to prepare same for continued occupancy by Tenant. (B) (i) Notwithstanding anything to the contrary contained in Section 2.16(A) of this Agreement, Landlord, at its expense (except as otherwise provided in Section 2.16(B)(ii), below, except as pursuant to any extra work orders or change orders authorized by Tenant and possible non-compliance except as may be otherwise noted on Exhibit “1” annexed hereto or on the final construction drawings prepared in connection with any of said zoning ordinances or other laws governing the use of Extension Work), shall cause its designated contractor (the Demised Premises; (iv“Contractor”) the availability of any financing for the alteration, rehabilitation or operation of to perform and make certain work and certain installations in and to the Demised Premises in order to prepare same for continued occupancy by Tenant and in and to certain portions of any sourcethe common areas of the Building; such work and installations to be performed in accordance with final construction drawings to be developed by Landlord or the Contractor on the basis of the specifications shown and described, and subject to the terms and conditions set forth, in and on the Concept Plan that has been annexed hereto as Exhibit “1” (vsuch work and installations sometimes herein referred to as the “Extension Work”). The parties acknowledge and agree that the Exhibit “1” Concept Plan shall be deemed to have been supplemented and clarified by the set of General Notes that has been annexed hereto as an Exhibit “1-A” to this Agreement. In the event that there is a conflict or inconsistency between the provisions of this Agreement (including the Exhibit annexed hereto) and the current work set forth on the final construction drawings to be prepared by Landlord or future use the Contractor for the Extension Work and approved by Landlord and Tenant after the date hereof, such final construction drawings shall be controlling. Tenant shall be responsible for moving and relocating all personnel and all furniture, equipment and other items of personal property in and about the Demised Premises (in order to accommodate performance of the Extension Work, including, without limitation, all necessary disconnection, moving and re-connection of computer, data and telecommunications wiring and equipment in order to accommodate performance of the Permitted Use); (vi) present Extension Work. Tenant acknowledges and future condition agrees that the Extension Work may be performed generally during a period while Tenant remains in use and operating state occupancy of any and all machinery or equipment on the Demised Premises Premises, and the present that Landlord shall not be liable for any inconvenience to Tenant or future structural and physical condition of any of the improvements (latent for interference with Tenant’s business or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title use of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting portion thereof during the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation performance of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statementsExtension Work, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, although Landlord shall not be (i) liable for any latent or patent defect use its reasonable efforts to have the Contractor cooperate with Tenant to avoid unreasonably disrupting the conduct of Tenant’s business in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or provided, however, that such efforts shall not notices be construed as to require any aspect of any such violations have been issuedthe Extension Work to be performed on an overtime basis, filed or recorded), or (iii) required unless Tenant specifically requests same and agrees to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility reimburse Landlord for the condition, operation, repair, replacement, maintenance and management incremental cost increase associated with the performance of the entire Demised Premises from and after the Commencement Datesubject work item on an overtime basis [as compared to performance thereof on a straight-time basis]).

Condition of Demised Premises. (a) Tenant hereby acknowledge and confirms acknowledges that Tenant has undertaken a full and complete examination it is in occupancy of the Demised Retained Premises and hereby accepts the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same Retained Premises in their present “AS IS” physical condition and without any representation or warrantystate of repair as of the Surrender Date, express or impliedsubject, in fact or by lawhowever, by Landlord, and without recourse to Landlord, as to the title theretoterms of this Paragraph 6. Landlord shall have no obligation to do any work, the nature, condition perform any services or usability thereof grant any construction allowances in connection with this Agreement or the use or uses to which extension of the Demised term of the Lease, except as set forth in this Paragraph 6. (b) Within sixty (60) days after the date of this Agreement, Landlord shall shampoo the carpets in the Retained Premises or any part thereof may be put(“ Landlord’s Work ”). After Landlord commences Landlord’s Work, Landlord shall complete Landlord’s Work in a reasonably diligent manner. Tenant expressly acknowledges that except as expressly provided shall cooperate with Landlord in this Leaseconnection with Landlord’s Work, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenantmoving, at its sole Tenant’s cost and expense, hereby assumes such employees, personal property and trade fixtures in the full Retained Premises as Landlord may reasonably request. Tenant acknowledges and sole responsibility for agrees that the conditionperformance of Landlord’s Work may result in inconvenience to Tenant and agrees that Landlord’s Work and the resulting inconvenience shall not constitute an actual or constructive eviction, operationin whole or in part, repairor entitle Tenant to any abatement of Minimum Rent or Adjusted Minimum Rent, replacementor relieve Tenant from any of its obligations under the Lease, maintenance and management as amended hereby, or impose any liability upon Landlord or its agents. (c) Landlord shall reimburse Tenant in an amount equal to the lesser of (i) Tenant’s out-of-pocket expenses actually paid in connection with painting the entire Demised Premises from and Retained Premises, or (ii) $10,000.00 (such lesser amount being referred to herein as the “ Painting Allowance ”) . Provided Tenant is not in default beyond the expiration of any applicable cure or grace period under the Lease (as amended hereby) , Landlord shall pay the Painting Allowance to Tenant within fifteen (15) days after Tenant submits to Landlord invoices evidencing Tenant’s out-of-pocket expenses actually paid in connection with painting the Commencement DateRetained Premises.

Condition of Demised Premises. Tenant hereby acknowledge Sublandlord shall perform those alterations set forth on the attached EXHIBIT C (the "BUILDOUT WORK") in a good and confirms workmanlike manner, and in accordance with plans attached hereto as EXHIBIT D. Sublandlord acknowledges and agrees that Tenant has undertaken the Buildout Work shall be more fully described in a full set of plans and complete examination specifications and construction documents acceptable to Sublandlord and Subtenant and to be prepared by Margulies & Associates and AHA Engineers (the "Architectural and Engineering Plans") following good engineering practices. The costs for the Buildout Work shall be paid by Sublandlord and Subtenant in accordance with the allocation set forth on EXHIBIT D. Except for Buildout Work, Sublandlord shall deliver the Demised Premises vacant and free of Sublandlord's personalty with all Supplemental Systems in good operating order, and in broom clean but otherwise in its "as is" condition, in accordance with all town, state and local codes, ordinances, regulations and requirements. Except as set forth herein and in the Architectural and Engineering Plans, Sublandlord shall not be required to make any alterations, improvements, repairs or decorations to the Demised Premises, and the Subtenant acknowledges that the provisions of Article 4 of the Prime Lease, Article 6 of the First Amendment to the Prime Lease, Article 5 of the Second Amendment to the Prime Lease, or any other provision requiring work to be completed prior to occupancy of the Demised Premises and the Improvements located on the Land as of the date hereofare not applicable to this Sublease. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification Subtenant's possession of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; on the Commencement Date (iiias defined hereafter) the compliance of shall be conclusive evidence that the Demised Premises have been delivered in its current or accordance with the provisions of this Sublease and are acceptable to Subtenant; provided, however, that Subtenant shall have a period of thirty (30) days following the Commencement Date in which to examine the Demised Premises to determine whether there are any future state with applicable zoning ordinances material variations in the Demised Premises from the requirements set forth in EXHIBIT C, EXHIBIT D and/or the ability Architectural and Engineering Plans. In the event that Subtenant discovers any such variations, Subtenant shall submit a written description of such items (the "Punch List") to obtain Approvals Sublandlord within such thirty (30) day period, and Sublandlord shall promptly remedy such variations. Sublandlord shall be solely responsible for the cost of the Architectural and Engineering Plans detailing the Buildout Work for the scope of work set forth on the attached EXHIBIT D. To the extent that Subtenant makes material changes or additions to the scope of work set forth on EXHIBIT D, then Subtenant shall be solely responsible for any other governmental approvals revised or variances additional Architectural and Engineering Plans. Sublandlord shall act as construction manager with respect to the Demised Premises Buildout Work, at no additional cost to Subtenant. Sublandlord and possible non-compliance Subtenant agree to cooperate with any each other in order to obtain the certificate of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing occupancy for the alteration, rehabilitation or operation of the Demised Premises from the Town of any source; (v) the current Bedford. Subtenant shall make no alterations, additions or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises without the prior written consent of Sublandlord and Prime Landlord (Sublandlord's consent not to be unreasonably withheld or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recordeddelayed), or (iii) required except that Subtenant shall be allowed to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.perform certain "SUBTENANT'S WORK" as set forth on EXHIBIT E.

Condition of Demised Premises. 4.1 Tenant hereby acknowledge accepts the Demised Premises in current “as-is” condition, subject to all faults, and confirms agrees and acknowledges that the Landlord has made absolutely no representations and/or warranties to the Tenant has undertaken a full and complete examination concerning the Demised Premises or Building, including without limitation, the physical condition thereof. 4.2 Notwithstanding anything contained herein to the contrary, if Landlord fails to deliver possession of the Demised Premises to Tenant on or before the Commencement Date, for any reason, other than Tenant Delays or Events of Force Majeure, then the rent and charges reserved herein shall be abated for each day that delivery of possession of the Improvements located on Demised Premises to Tenant is delayed beyond the Land Commencement Date. 4.3 Landlord hereby represents and warrants to Tenant that, as of the date hereof. Tenant this Lease is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, executed by Landlord, the following shall be true and without recourse correct in all material respects: (a) Landlord has not received written notice, and to Landlord’s actual knowledge is not aware, as to of the title theretoviolation of any applicable laws, the naturecodes, condition ordinances, rules or usability thereof or the use or uses to which regulations (“Applicable Laws”) concerning the Demised Premises that would have a material adverse effect on Tenant or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances conduct its business with respect to the Demised Premises Premises; (b) Landlord has the full right, power and possible non-compliance with authority to execute and deliver this Lease; (c) Landlord has not filed and is not presently contemplating filing, any of said zoning ordinances action under any state or federal bankruptcy, insolvency or other laws governing the use of the Demised Premises; similar laws; (ivd) the availability Landlord has not received any formal notice of any financing for the alteration, rehabilitation pending condemnation or operation of the Demised Premises of similar proceeding by any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at governmental authority which will affect the Demised Premises or the presence of any Hazardous Material at Building, and to Landlord’s actual knowledge, there is no proposed or contemplated eminent domain proceeding that would affect the Demised PremisesPremises or Building; and and (xie) To Landlord’s actual knowledge, there is no litigation or other proceedings pending or threatened against Landlord affecting title to or the layout, rents, income, expenses and/or operation intended uses of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

Condition of Demised Premises. 4.1 Tenant hereby acknowledge accepts the Demised Premises in current “as-is” condition, subject to all faults, and confirms agrees and acknowledges that the Landlord has made absolutely no representations and/or warranties to the Tenant has undertaken a full and complete examination concerning the Demised Premises or Building, including without limitation, the physical condition thereof. 4.2 Notwithstanding anything contained herein to the contrary, if Landlord fails to deliver possession of the Demised Premises to Tenant on or before the Commencement Date, for any reason, other than Tenant Delays or Events of Force Majeure, then the rent and charges reserved herein shall be abated for each day that delivery of possession of the Improvements located on Demised Premises to Tenant is delayed beyond the Land Commencement Date. 4.3 Landlord hereby represents and warrants to Tenant that, as of the date hereof. Tenant this Lease is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without any representation or warranty, express or implied, in fact or by law, executed by Landlord, the following shall be true and without recourse correct in all material respects: (a) Landlord has not received written notice, and to Landlord’s actual knowledge is not aware, as to of the title theretoviolation of any applicable laws, the naturecodes, condition ordinances, rules or usability thereof or the use or uses to which regulations (“Applicable Laws”) concerning the Demised Premises that would have a material adverse effect on Tenant or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances conduct its business with respect to the Demised Premises Premises; (b) Landlord has the full right, power and possible non-compliance with authority to execute and deliver this Lease; (c) Landlord has not filed and is not presently contemplating filing, any of said zoning ordinances action under any state or federal bankruptcy, insolvency or other laws governing the use of the Demised Premises; similar laws; (ivd) the availability Landlord has not received any formal notice of any financing for the alteration, rehabilitation pending condemnation or operation of the Demised Premises of similar proceeding by any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at governmental authority which will affect the Demised Premises or the presence of any Hazardous Material at Building, and to Landlord’s actual knowledge, there is no proposed or contemplated eminent domain proceeding that would affect the Demised Premises; and Premises or Building; (xie) To Landlord’s actual knowledge, there is no litigation or other proceedings pending or threatened against Landlord affecting title to or the layout, rents, income, expenses and/or operation intended uses of the Demised Premises. Landlord . (f) To Landlord’s actual knowledge, it is not liable or bound in default under any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from Occupancy Agreements, and after no condition exists which with the Commencement Dategiving of notice or passage of time could result in Landlord being in default under the Occupancy Agreements.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that a. Tenant has undertaken examined the demised premises and is familiar with the physical condition thereof. Owner, and anyone in Owner’s behalf, has not made and does not make any representations, express or implied, about the demised premises as to the physical condition, expenses, operations, taxes, water, sewer charges, or the amounts thereof, the fitness for use, occupation or a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereofparticular purpose, or any other matters. Tenant is fully familiar therewith, accepts the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same demised premises in their present an “AS IS” condition condition, with all faults and without any representation or warranty, express or impliedimplied (all of which Owner disclaims), in fact including as to quality, layout, area/footage, physical condition, operation, compliance with specifications, absence of latent defects, compliance with laws and regulations (including those relating to health, safety or by law, by Landlordthe environment, and without recourse to Landlordthe federal Americans with Disabilities Act (“ADA”) or any state or local accessibility standards), as fitness for any particular use or merchantability, or any other matter whatsoever affecting or relating to the title theretodemised premises; without limiting the foregoing, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord Owner has not made and does not make any representations representation or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting warranty regarding the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules hazardous materials on, under or notices of violations of any Legal Requirements, about the demised premises or any obligations affecting adjacent real property or the Demised Premises incurred under compliance or non-compliance of the provisions of demised premises with the comprehensive environmental response, compensation and liability act, the resource conservation recovery act or any other federal, state or local laws statute, law, ordinance, code, rule or regulation relating to or imposing obligations, liability or standards of conduct concerning any regulations promulgated thereunder; (ix) hazardous materials, including the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises presence, use, transportation, storage, disposal, treatment or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premisesremediation thereof. Landlord is Owner shall not be liable or nor bound in any manner by any verbal or written statements, representationrepresentations, real estate brokers “broker set-ups” , or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents demised premises furnished by any real estate broker, agent, employee employee, servant or any other Person. Except as otherwise expressly provided in this Leaseperson, Landlord firm or corporation. b. Owner shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish perform any services work, supply any materials or facilities incur any expense with respect to the demised premises. c. Tenant shall not be entitled to any abatement or reduction of rent or additional rent, or to make any claim for partial or total eviction, actual or constructive, interference with or disruption of business or use of the demised premises, loss of profits, or direct or consequential damages, by reason of or arising from any defects pertaining to the demised premises, any repairs or Alterations replacements heretofore or hereafter made, any interference with Tenant’s operations, or any other matter or thing, or cause arising from or in or to connection with the Demised Premises during the term subject matter of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Dateparagraph.

Condition of Demised Premises. A. Supplementing the provisions of Articles 15 and 21 hereof, Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination shall take possession of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS,” condition and without any representation it being expressly agreed that Owner shall have no obligation to alter, improve, decorate or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which otherwise prepare the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties for Tenant’s occupancy other than (a) to demolish and has held out no inducement to Tenant to execute this Lease. Without limiting slab over the generality staircase between the 8th and 9th floors of the foregoing provisions of this Section, Tenant has not relied on Building and (b) to remove any representations friable asbestos and any other asbestos or warranties, and Landlord has not made any representations and warrantiesasbestos-containing materials required by law to be removed or encapsulated, in either case, express or implied, as each case to the extent discovered within the Demised Premises provided that (i) Tenant notifies Owner of such asbestos in writing promptly after the current or future real estate tax liabilitydiscovery thereof, assessment valuation of the Demised Premises; (ii) Owner shall not be responsible for removing any floor tiles containing asbestos, (iii) the potential qualification discovery of such asbestos did not occur in connection with the negligence, improper act or omission or violation of this Lease by Tenant or Tenant’s contractors or subcontractors or any other party claiming by, through or under Tenant, (iv) such asbestos-containing materials were not brought in to the Demised Premises by Tenant or any party claiming by, through or under Tenant and (v) Tenant shall cooperate as reasonably requested by Owner in connection with such removal (including by vacating such portions of the Demised Premises for any benefits conferred as shall be reasonably necessary therefor) (such items of work to be done by any federalOwner pursuant to such clauses (a) and (b), state or municipal lawscollectively, whether for subsidies“Owner’s Work”). Owner’s Work shall be done at Owner’s sole cost and expense, special real estate tax treatmentin a good and workerlike manner and in compliance with all applicable Laws, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect and to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of violations of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord extent Owner’s Work shall not be completed by the Commencement Date, Owner and Tenant shall cooperate reasonably and in good faith to coordinate the performance and completion of Owner’s Work and Tenant’s Changes (ias hereinafter defined) liable for any latent such that one shall not unreasonably delay the other. If Owner’s Work is not substantially completed on or patent defect in before the Demised Premises, day that is ninety (ii90) liable for any violations days after Tenant’s written request to Owner to commence Owner’s Work (subject to Force Majeure (as hereinafter defined) and delays caused by the improper acts or omissions of Legal Requirements affecting Tenant) (the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded“Fixed Substantial Completion Date”), then the Rent Commencement Date shall be extended by one (1) day for each day (or portion of a day) from and after the Fixed Substantial Completion Date through and including the day Owner’s Work is substantially completed. As used herein, “substantially completed” shall mean achieving the stage of progress of Owner’s Work as shall not prevent or materially impair Tenant’s Initial Changes (iiias hereinafter defined) required due to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term unfinished aspects of this LeaseOwner’s Work. Tenant, at its sole cost and expenseexpense and in compliance with all applicable requirements of insurance bodies having jurisdiction and the provisions of this Lease (including, hereby assumes without limitation, Articles 3 and 42), may make such Tenant’s Changes in the full and sole responsibility Demised Premises as Tenant may consider necessary or desirable to prepare the same for Tenant’s occupancy. B. Notwithstanding anything to the contrary contained in any other provision of this Lease, in the event that at any time during the Term (a) Tenant is unable to use or have access to the Demised Premises or any portion thereof for the ordinary conduct of Tenant’s business solely due to (I) the failure by Owner to provide repairs, heat, air cooling, water, elevator, electric and/or other services expressly required to be furnished by Owner under this Lease, or to comply with Laws expressly required to be complied with by Owner under this Lease, or (II) Owner’s performance of any alterations, restorations, work, installations or repair in the Building or the Demised Premises (other than any such alteration, restoration, work, installation or repair that Owner performs at Tenant’s request or by reason of Tenant’s failure to perform such alteration, restoration, work, installation or repair) and any such condition continues for a period in excess of ten (10) consecutive days (or, if such condition is the result of Force Majeure, thirty (30) consecutive Business Days) after Tenant gives a notice to Owner (the “Abatement Notice”) stating that Tenant’s inability to use the Demised Premises or such portion thereof is solely due to such condition, operation(b) neither Tenant nor any party claiming by, repairthrough or under Tenant actually uses or occupies the Demised Premises or such portion thereof during such period, replacementand (c) such condition has not resulted from a casualty or condemnation or from the default, maintenance and management negligence or willful misconduct of Tenant, Tenant’s agents or employees or any subtenant or other occupant of the entire Demised Premises, then Fixed Annual Rent and Additional Rent under Article 38 shall be abated as to the Demised Premises or affected portion (pro rata according to the proportion of the rentable square footage of the Demised Premises so affected) on a per diem basis for the period commencing on the eleventh (11th) day (or thirty-first (31st) Business Day, in the case of Force Majeure) after Tenant gives the Abatement Notice, and ending on the earlier of (i) the date Tenant or any party claiming by, through or under Tenant reoccupies the Demised Premises or such portion thereof for the ordinary conduct of its business, or (ii) the date on which such condition is substantially remedied such the Demised Premises can be reoccupied for the ordinary conduct of business. As used herein, “Force Majeure” shall mean strike, lockouts or other labor or industrial troubles, governmental pre-emption in connection with a national emergency, any enforcement or adoption of a Law in connection with an emergency or other catastrophic event, conditions of supply or demand that are affected by declared war or other national, state or municipal emergency, fire or other casualty, such as (by way of example) civil disturbance, acts of the public enemy, riot, sabotage, blockade, embargo, explosion or any other cause beyond a party’s reasonable control, whether or not similar to any of the causes hereinabove stated. Notwithstanding the foregoing, a party’s failure to make a payment of money, or any other event that derives from and after the Commencement Datesuch party’s lack of funds, shall not constitute a “Force Majeure” event for purposes hereof.

Condition of Demised Premises. Section 27.01. Tenant hereby acknowledge and confirms represents that Tenant has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewithPremises, the condition title thereto, any sidewalks, parking areas adjoining the same, and subsurface conditions thereof, and the Permitted Encumbrancespresent permitted uses and prohibited uses thereof, have been examined by Tenant and that Tenant accepts and agrees to lease the same in their present “"AS IS” " in the condition and or state in which they or any of them now are, without any representation or warranty, express or implied, implied in fact or by law, by Landlord, Landlord and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Section 27.02. Tenant expressly acknowledges that except as expressly provided is fully familiar with the physical condition of the Demised Premises and with each and every part thereof, and accepts same in the condition in which they are in on the date of this Lease, and Landlord has not made any representations makes no representation or warranties and has held out no inducement warranty with respect to Tenant to execute this Lease. Without limiting the generality condition of the foregoing provisions Demised Premises or of this Section, Tenant has not relied on its fitness or availability for any representations or warrantiesparticular use, and Landlord has shall not made be liable for any representations and warrantieslatent or patent defects therein, except as otherwise provided herein. Section 27.03. Nothing in either casethis Lease contained shall be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, as by inference or otherwise, to (i) any contractor, subcontractor, laborer or materialman for the current performance of any labor or future real estate tax liability, assessment valuation the furnishing of the Demised Premises; (ii) the potential qualification of the Demised Premises any materials for any benefits conferred by any federalspecific improvement, state alteration to or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title repair of the Demised Premises or any personal Demised Premises located thereon; (viii) presence part thereof, nor as giving Tenant any right, power or absence authority to contract for or permit the rendering of such services or the furnishing of any rules or notices of violations materials that would give rise to the filing of any Legal Requirements, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (ix) the state of title to the Demised Premises; (x) any environmental condition at lien against the Demised Premises or the presence of any Hazardous Material at the Demised Premises; and (xi) the layout, rents, income, expenses and/or operation of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not be (i) liable for any latent or patent defect in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices of any such violations have been issued, filed or recorded), or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Datepart thereof.

Condition of Demised Premises. (a) Tenant hereby acknowledge acknowledges and confirms agrees that Tenant has undertaken a full it shall hire and complete examination of take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Improvements located on Demised Premises “as is,” in the Land existing condition and state of repair as of the date hereofhereof and without recourse to Landlord. Tenant is fully familiar therewithfurther agrees that no representations, the condition thereofstatements or warranties, and the Permitted Encumbrancesexpress or implied, have been made by or on behalf of Landlord and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without has not relied on any representation representations, statements or warrantywarranties, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which respect of the Demised Premises or any part in respect of the condition thereof or the present or future use or occupation that may be put. Tenant expressly acknowledges that made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly provided set forth in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease). Without limiting the generality of the foregoing provisions of this Sectionforegoing, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, warranties other than as expressly set forth herein as to (i1) the current or future real estate tax liability, assessment or valuation of the Demised Premises; , (ii2) the potential qualification of the Demised Premises for any and all benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing mortgages, or any other benefits, whether similar or dissimilar to those enumerated; , (iii3) the compliance of the Demised Premises Premises, in its current or any future state state, with applicable zoning ordinances and/or and the ability to obtain Approvals a change in the zoning or any other governmental approvals or variances a variance with respect to the Demised Premises and possible Premises’ non-compliance compliance, if any, with any of said zoning ordinances or other laws governing the use of the Demised Premises; ordinances, (iv4) the availability of any financing for the alterationpurchase, rehabilitation alteration or operation of the Demised Premises of from any source; , (v5) the current or future use of the Demised Premises (Premises, including, without limitationbut not limited to, the Permitted Use); Demised Premises’ use for residential or commercial purposes, (vi6) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements building, (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii7) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of Requirements and any violations of any Legal Requirementsthereof, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; and (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or 8) the presence or absence of any Hazardous Material at Materials (as hereinafter defined), and the Demised Premises; and compliance or non-compliance with any Environmental Laws (xi) the layout, rents, income, expenses and/or operation of the Demised Premisesas hereinafter defined). Landlord is not liable or bound shall in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not no event whatsoever be (i) liable for any latent or patent defect defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined). (b) Except as hereinafter set forth, (i) the Landlord shall cure all notes or notices of violations of law or municipal ordinances, and all orders or requirements issued as of the Commencement Date by any Governmental Authority (“Existing Violations”), (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices shall be leased to Tenant free of any such violations have been issuedall Existing Violations, filed or recorded), or and (iii) required Landlord’s duty to furnish any services or facilities or to make any repairs or Alterations in or to cure Existing Violations shall survive delivery of possession of the Demised Premises during to the term Tenant. Notwithstanding anything in this Lease to the contrary, (A) Landlord shall not be obligated to cure Existing Violations if same shall be cured by Tenant’s Initial Construction (as hereinafter defined) and (B) Landlord shall not be obligated to remove of this Lease. Tenantrecord prior to delivery of possession of the Demised Premises boiler violation v1160/77 noted against the Demised Premises; provided, at its sole cost however, that Landlord shall have taken all required actions to cure such boiler violation noted against the Demised Premises and expensepay all fees in connection therewith and shall take all further necessary actions to remove such boiler violation of record. (c) Landlord represents and warrants that the mortgage loan from American Airlines, hereby assumes Inc. to Varsity Transit, Inc. (predecessor-in-interest to Landlord), dated May 31, 1977, and recorded on June 3, 1077, in Reel 991, page 423, in Queens County, in the original principal amount of $602,082.00 (the “American Airlines Mortgage”), has been paid in full and sole responsibility for covenants to take all commercially reasonable steps necessary to satisfy the condition, operation, repair, replacement, maintenance and management American Airlines Mortgage of the entire Demised Premises from and after the Commencement Daterecord.

Condition of Demised Premises. Tenant hereby acknowledge and confirms that Tenant has undertaken a full and complete examination of agrees to accept the Demised Premises "as is," subject to the Permitted Exceptions, in the existing condition and the Improvements located on the Land state of repair as of the date hereofhereof and without recourse to Landlord except as expressly set forth herein. Tenant is fully familiar therewithfurther agrees that no representations, the condition thereofstatements or warranties, and the Permitted Encumbrancesexpress or implied, have been made by or on behalf of Landlord and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without has not relied on any representation representations, statements or warrantywarranties, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which respect of the Demised Premises or any part in respect of the condition thereof or the present or future use or occupation that may be put. Tenant expressly acknowledges that made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly provided set forth in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease). Without limiting the generality of the foregoing provisions of this Sectionforegoing, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, warranties other than as expressly set forth herein as to (i1) the current or future real estate tax liability, assessment or valuation of the Demised Premises; , (ii2) the potential qualification of the Demised Premises for any and all benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing mortgages, or any other benefits, whether similar or dissimilar to those enumerated; , (iii3) the compliance of the Demised Premises Premises, in its current or any future state state, with applicable zoning ordinances and/or and the ability to obtain Approvals a change in the zoning or any other governmental approvals or variances a variance with respect to the Demised Premises and possible Premises' non-compliance compliance, if any, with any of said zoning ordinances or other laws governing the use of the Demised Premises; ordinances, (iv4) the availability of any financing for the alterationpurchase, rehabilitation alteration or operation of the Demised Premises of from any source; , (v5) the current or future use of the Demised Premises (Premises, including, without limitationbut not limited to, the Permitted Use); Demised Premises' use for residential or commercial purposes, (vi6) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements building, (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii7) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any rules or notices of Requirements and any violations of any Legal Requirementsthereof, or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; and (ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or 8) the presence or absence of any Hazardous Material at Materials (as hereinafter defined), and the Demised Premises; and compliance or non-compliance with any Environmental Laws (xi) the layout, rents, income, expenses and/or operation of the Demised Premisesas hereinafter defined). Landlord is not liable or bound shall in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall not no event whatsoever be (i) liable for any latent or patent defect defects in the Demised Premises. Requirements shall mean any and all present and future laws, (ii) liable for any violations of Legal Requirements affecting the Demised Premises (whether or not notices rules, orders, ordinances regulations statutes and requirements of any such violations have been issuedGovernmental Authority (as hereinafter defined). Notwithstanding the foregoing, filed or recorded)Landlord shall, as appropriate, make available to, or (iii) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. share with, Tenant, at its sole cost any remedies available to Landlord with respect to Hazardous Materials and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises Environmental Laws which it may obtain from and after the Commencement Datethird parties.

Condition of Demised Premises. 14.1 Tenant hereby acknowledge and confirms acknowledges that Tenant neither Landlord nor any agent of Landlord has undertaken a full and complete examination of the Demised Premises and the Improvements located on the Land as of the date hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without made any representation or warranty, express or implied, in fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Tenant expressly acknowledges that except as expressly provided in this Lease, Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoing provisions of this Section, Tenant has not relied on any representations or warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (i) the current or future real estate tax liability, assessment valuation of the Demised Premises; (ii) the potential qualification of the Demised Premises for any benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, financing or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance of the Demised Premises in its current or any future state with applicable zoning ordinances and/or the ability to obtain Approvals or any other governmental approvals or variances warranty with respect to the Demised Premises and possible non-compliance with any of said zoning ordinances or other laws governing the use of the Demised Premises; (iv) the availability of any financing for the alteration, rehabilitation or operation of the Demised Premises of any source; (v) the current or future use of the Demised Premises (including, without limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises and the present or future structural and physical condition of any of the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence the Building or absence of any rules or notices of violations of any Legal RequirementsProject, or any obligations affecting with respect to the suitability for the conduct of Tenant's business except as expressly set forth in this Lease. The taking of possession of the Demised Premises incurred under by Tenant shall, except as otherwise agreed in writing by Landlord and Tenant conclusively establish that the provisions of any federalDemised Premises and Building were at such time in good, state or local laws or any regulations promulgated thereunder; sanitary and satisfactory condition and repair. Notwithstanding the foregoing, Landlord shall provide that, on the Term Commencement Date, (ixi) the state of title to electrical, plumbing, and mechanical systems servicing the Demised Premises; Premises are in working order and in good condition, (xii) any environmental all ceiling area over the Demised Premises is covered by ceiling tiles that are unbroken, (iii) the roof over the Demised Premises is in good condition and water tight, (iv) there are no cracks, holes, or other damage to walls, floors, and doors at the Demised Premises known to Landlord that have not been repaired, (v) any broken or the presence of any Hazardous Material damaged glass at the Demised Premises; Premises has been replaced with new glass, and (xivi) the layout, rents, income, expenses and/or operation carpet at the Demised Premises is in good condition and there are no areas in need of immediate replacement to make such areas suitable for occupan cy. Without in any way limiting Tenant's rights pursuant to Section 5.4 of the Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to Work Letter: (a) Tenant's acceptance of the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord submission of a "punch list" shall not be (i) liable for any latent or patent defect deemed a waiver of Tenant's right to have construction defects in the Demised Premises, (ii) liable for any violations of Legal Requirements affecting Leasehold Improvements or the Demised Premises repaired at no cost to Tenant; (whether or not notices of b) Tenant shall give notice to Landlord whenever any such violations defect becomes reasonably apparent, and Landlord shall cause such defect to be repaired; and (c) Tenant's right to have been issued, filed or recorded), or Landlord cause such defects to be repaired shall be deemed waived if written notice is not given to Landlord within thirty (iii30) required to furnish any services or facilities or to make any repairs or Alterations in or to the Demised Premises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management days of the entire Demised Premises from and after the Commencement Datedate Tenant discovers such defect.