Common use of Condition of Expansion Premises Clause in Contracts

Condition of Expansion Premises. Within thirty (30) days after the Expansion Commencement Date, Landlord, at no cost to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises to be in good working condition. Thereafter, the repair and maintenance obligations of the respective parties with respect to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premises.

Condition of Expansion Premises. Within thirty Tenant acknowledges that (30a) days after it is fully familiar with the condition of the Expansion Premises and, notwithstanding anything contained in this Amendment to the contrary, agrees to accept the same in its condition “as is” as of the date hereof, except as may be expressly provided otherwise in this Amendment, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Expansion Premises for Tenant’s occupancy or to pay for any improvements to the Expansion Premises, except with respect to the Tenant Improvements (as defined below). The Expansion Premises have not undergone inspection by a Certified Access Specialist. Tenant’s taking possession of the Expansion Premises on the Expansion Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Expansion Premises and the 11055 Building were at such time in good, sanitary and satisfactory condition and repair. Notwithstanding anything to the contrary (but subject to the last grammatical sentence of this Section 2.2), Landlord hereby represents and warrants that, as of the Expansion Commencement Date, Landlord, at no cost to Tenant, shall cause (ix) the roofroof of the 11055 Building shall be in good condition and repair, roof membrane(y) the plumbing (including flood avoidance equipment), foundationslighting, structural elements electrical and windows of heating, ventilating and air conditioning systems serving the Expansion Premises, shall be in good working order, condition and repair and (iiz) the sprinkler Expansion Premises and fire/life safety systems parking areas serving the Expansion Premises to will be in good working condition. Thereaftercompliance with all applicable laws, codes and ordinances (including, without limitation, Title 24 and the repair and maintenance obligations Americans with Disabilities Act) as required for Tenant’s legal occupancy of the respective parties with respect Expansion Space (provided that any legal requirements which are specific to the Expansion Premises Tenant’s use (i.e., for other than typical lab and office use) shall be governed by the applicable provisions Tenant’s responsibility and this warranty will not extend to such items. Tenant’s sole and exclusive remedy for a breach of the Lease, except foregoing representation and warranty shall be to deliver notice to Landlord (“Repair Notice”) on or before the date that Tenant shall have until ninety is twelve (9012) days months after the Expansion Commencement Date (such date, the “Warranty Date”) detailing the nature of such breach. In the event that Landlord receives a Repair Notice on or before the Warranty Date, Landlord shall, at Landlord’s expense, promptly make any repairs reasonably necessary to ascertain correct the breach described in the Repair Notice (but only to the extent that all such elements and systems were Landlord reasonably determines that the breach described in good working condition as the Repair Notice constitutes an actual breach of the date that was thirty representation and warranty provided by Landlord in subsections (30x), (y) days after the Expansion Commencement Dateand (z)). The representation and warranty provided by Landlord in subsections (x), (y) and (z) above shall expire, and to notify Landlord in writing be of any respects in which such elements no further force or effect, on the Warranty Date and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant not have any further obligations or liabilities in connection with such representation and warranty (except with respect to any physical inspection reports actual breaches identified in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required a Repair Notice delivered by Tenant for its occupancy and use of to Landlord on or before the Expansion PremisesWarranty Date).

Condition of Expansion Premises. Within thirty (30) days after Except as to Landlord’s obligations set forth in the Lease regarding the condition of the Project, Building and Premises, and except as otherwise set forth below or in Section 2, above, Tenant shall accept the Expansion Commencement DatePremises in its presently existing, Landlord“as is” condition upon delivery thereof to Tenant in accordance with Section 2, at no cost above. Notwithstanding the foregoing, (a) Landlord shall construct the multi-tenant corridor adjacent to Tenantthe Expansion Premises and the Demising Walls, shall cause each with Building standard materials, and (ib) the roofExpansion Premises shall be improved by Tenant with Tenant Improvements in accordance with the terms and procedures of the Tenant Work Letter attached as Exhibit B to the Lease, roof membraneexcept that, foundations, structural elements and windows as to the improvement of the Expansion Premises, the provisions and (ii) modifications specific to the sprinkler and fire/life safety systems serving Expansion Promises shall supersede any contrary provisions contained in the Lease, including Exhibit B thereof. 5.1 The Tenant Improvement Allowance for the improvement of the Expansion Premises (the “Expansion Premises Improvement Allowance”) shall be a total of Three Hundred Twenty-Six Thousand Two Hundred Seventy-Four and No/100 Dollars ($326,274.00) (i.e., $39.00 per rentable square foot of the Expansion Premises), which shall be used for Tenant Improvement Allowance Items to be constructed by Tenant in good working conditionthe Expansion Premises only. Thereafter, the repair and maintenance obligations The Expansion Premises Improvement Allowance shall be available for use by Tenant commencing as of the respective parties with respect Delivery Date and ending as of the Expansion Premises Commencement Date, at which time any unused portion thereof shall revert to Landlord; 5.2 All references to the “Premises” shall be deemed to refer to the Expansion Premises; 5.3 All references to the “Tenant Improvement Allowance” shall be deemed to refer to the Expansion Premises Improvement Allowance; 5.4 All references to the “Lease Commencement Date” shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after deemed to refer to the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Premises Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premises.;

Condition of Expansion Premises. Within thirty (30) days after the Expansion Commencement Date, Landlord, at no cost to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows Tenant shall accept each Premises Component of the Expansion PremisesPremises in its as-is condition without any obligation on the Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto and, except as expressly set forth in this Fourth Amendment with respect to the Tenant Improvement Allowance, without any obligation on the part of Landlord to pay any improvement allowance to prepare or improve the same for Tenant’s occupancy during the Lease Term. Tenant, at its sole cost and expense (iisubject to Tenant’s right to apply the Tenant Improvement Allowance, as hereinafter defined, towards such costs and Landlord’s obligations under Section 4(d) the sprinkler and fire/life safety systems serving below of this Fourth Amendment) shall perform all work necessary to prepare the Expansion Premises for Tenant’s occupancy in accordance with plans and specifications prepared by an architect, licensed by the Commonwealth of Massachusetts, such architect and such plans and specifications to be in good working conditionsubject to the reasonable approval of Landlord (provided that Landlord herby approves Xxxxxxx & Xxxxxxxx as Architect). Thereafter, Tenant shall submit to Landlord a full set of construction plans and specifications (the repair and maintenance obligations “Tenant’s Submission”) for work to be performed by Tenant to prepare each Premises Component of the respective parties Expansion Premises for Tenant’s occupancy (all such work to the Expansion Premises collectively referred to as the “Tenant’s Expansion Premises Work”). In connection with respect to the foregoing, it is understood and agreed that the Tenant’s Expansion Premises Work for each Premises Component of the Expansion Premises shall be governed treated as separate projects and that the obligations of both Landlord and Tenant under this Section 4 shall apply separately to each such portion of the Tenant’s Expansion Premises Work. Such construction plans and specifications (the “Tenant’s Plans”) shall contain at least the information required by, and shall conform to the requirements of, Exhibit C-1 to the Lease and be in suitable form for filing with an application for a building permit with the City of Waltham. Provided that the Tenant’s Plans contain at least the information required by, and conform to the requirements of, said Exhibit C-1, Landlord’s approval of the Tenant’s Plans shall not be unreasonably withheld, conditioned or delayed; however, Landlord’s determination of matters relating to aesthetic issues relating to alterations or changes which are visible outside the Premises shall be in Landlord’s sole discretion. Landlord agrees to respond to Tenant’s Submission of the Tenant’s Plans and all earlier iterations thereof submitted under this Section 4(a)(i) within ten (10) business days after receipt thereof. If Landlord disapproves of any submission of the Tenant’s Plans, it shall do so in writing and with reasonable detail, and then Tenant shall promptly have the Tenant’s Plans revised by its architect to incorporate all objections and conditions presented by Landlord and shall resubmit such plans to Landlord. Landlord shall respond to the resubmission of any plans by Tenant within five (5) business days of Landlord’s receipt thereof (or such longer time as may be reasonably necessary in the case of a major redesign). Such process shall be followed until the Tenant’s Plans shall have been approved by the Landlord without objection or condition. Landlord’s review and approval of any such Tenant’s Plans and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable provisions Legal Requirements and Insurance Requirements nor be deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. If Landlord fails to respond to any Tenant’s Submission of the LeaseTenant’s Plans within ten (10) business days following receipt of Tenant’s Submission, except or to any resubmission of the Tenant’s Plans within five (5) business days after Landlord’s receipt thereof, Tenant may deliver a second notice to Landlord at Landlord’s addresses set forth in the Lease and with a duplicate copy sent to Landlord’s address to the attention of Mr. Xxx Xxxxxxx (or to such other notice address as Landlord may specify in a written notice to Tenant), which notice shall state conspicuously at the top of the first page of such notice in bold type and in all capital letters “IF LANDLORD SHALL FAIL TO RESPOND TO THIS SECOND REQUEST FOR APPROVAL WITHIN THREE (3) BUSINESS DAYS AFTER RECEIPT, LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE ALTERATIONS SHOWN ON THE ATTACHED PLANS AND WHICH ARE THE SUBJECT OF THIS REQUEST” and if Tenant shall deliver such second notice to Landlord as aforesaid and Landlord fails to respond within such three (3) Business Day period, then Landlord’s failure to respond to the Tenant’s Submission or resubmission, as applicable, of the Tenant’s Plans shall be deemed to be an approval by Landlord of the applicable Tenant’s Submission or resubmission. To the extent that Landlord has previously approved a particular element shown in an earlier iteration of the Tenant’s Plans (or such element has been deemed approved by virtue of Landlord’s failure to respond to such Tenant’s Plans within the applicable time period), Landlord shall not have the right to disapprove such element in any subsequent plans, provided that (i) such element has not been modified, (ii) such element was approved without objection or condition by Landlord in the earlier iteration of the plans, and (iii) in the case of plans that had been deemed approved, the element was shown in sufficient detail in the earlier iteration of the plans that Landlord could reasonably have responded to the same at the time. (ii) Once the Tenant’s Plans for the applicable Premises Component of the Expansion Premises have been approved by Landlord, Tenant, at its sole cost and expense (subject to Tenant’s right to apply the Tenant Improvement Allowance towards such costs), may proceed to perform Tenant’s Expansion Premises Work to the applicable Premises Component of the Expansion Premises as set forth on the Tenant’s Plans, and, in connection therewith, the Tenant shall obtain all necessary governmental permits and approvals for Tenant’s Expansion Premises Work, including, without limitation, payment of any mitigation costs and connection fees imposed by the City of Waltham in connection with Tenant’s Expansion Premises Work. All of Tenant’s Expansion Premises Work shall be performed strictly in accordance with the Tenant’s Plans and in accordance with applicable Legal Requirements and Insurance Requirements. Tenant shall have until ninety (90) days after the Tenant’s Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement DatePremises Work performed by contractors, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event reasonably approved by Landlord, at no cost which contractors shall provide to Tenant, shall be responsible for any maintenance, repair or replacement (Landlord such insurance as reasonably and mutually determined required by Landlord and Tenant) necessary to put the applicable systems in the required conditionexcept that Landlord approves X. Xxxxxx Associates as Contractor. Landlord shall have the right to provide reasonable rules and regulations relative to the performance of Tenant’s Expansion Premises Work (which rules shall be applied in a non-discriminatory manner), and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment by Tenant of any costs of Building personnel providing or coordinating services to Tenant or Tenant’s contractor, and the then standard charge for Tenant’s use of any Building services incurred in connection with any physical inspection reports in Landlordthe Tenant’s possession covering the Expansion PremisesPremises Work, including any such reports pertaining to the roof and/or mechanical (HVAC) without limitation, overtime HVAC services, and fees associated with shut downs of Building systems. Except as otherwise specifically provided in this Amendment, Tenant It shall be solely responsible, at Tenant’s own expense, obligation to obtain a certificate of occupancy or other like governmental approval for any the use and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion PremisesPremises to the extent required by Legal Requirements, and Tenant shall not occupy the Expansion Premises for the conduct of business until and unless it has obtained such approval and has submitted to Landlord a copy of the same. Tenant shall also prepare and submit to Landlord promptly after Tenant’s Expansion Premises Work is substantially complete a set of as-built plans in both print and electronic forms showing the work performed by Tenant to the Expansion Premises including, without limitation, any wiring or cabling installed by Tenant or Tenant’s contractor for Tenant’s computer, telephone and other communication systems.

Condition of Expansion Premises. Within thirty (30a) days after the Expansion Commencement Date, LandlordLandlord shall, at no Landlord’s sole cost and expense, repair any water leak and related water damage or other issues associated with such leak/damage including but not limited to Tenant, shall cause (i) mold in the roof, roof membrane, foundations, structural elements and windows storage closet of the Expansion Premises. In addition, any future water damage or moisture or other issues associated with such damage/moisture including but not limited to mold, that may occur in the storage closet shall be corrected by Landlord, at Landlord’s sole cost and expense, provided the same was not caused by Tenant. (iib) Landlord represents and warrants that to its actual knowledge, without duty of investigation, the sprinkler Expansion Premises and fire/life safety systems the Building do not currently suffer from any violation of any Laws. As provided in Section 1.1 of Exhibit B hereto, if any barrier removal work or other work is required to the Building, the Common Areas or the Project under the ADA as a result of the construction of the Tenant Improvements by Tenant, then such work shall be the sole responsibility of Landlord and the costs thereof shall not be included in the cost of the Tenant Improvements. (c) Landlord shall cause the Systems (as defined in Paragraph 4(b)(ii)(A)(3) of the Original Lease) serving the Expansion Premises to be in good working conditionorder on the Effective Date. ThereafterAny claims by Tenant under the preceding sentence shall be made in writing not later than the twentieth (20th) day after the Effective Date. In the event Tenant fails to deliver a written claim to Landlord on or before such twentieth (20th) day, the then Landlord shall be conclusively deemed to have satisfied its obligations under this Section 5. Landlord’s obligations under this Section 5 shall specifically exclude any obligation to repair and maintenance obligations of the respective parties with respect any damage caused to the Expansion Premises shall be governed Systems by the applicable provisions of the LeaseTenant or Tenant’s Agents. (d) Except as expressly set forth above, except Tenant agrees that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing has made no representations or warranties of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair kind or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering nature whatsoever respecting the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at their condition or suitability for Tenant’s own expenseuse, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of agrees to accept the Expansion PremisesPremises on the Effective Date in its then “as is, where is” condition, with all faults, without any obligation on the part of Landlord to modify, improve or otherwise prepare the Expansion Premises for Tenant’s occupancy.

Condition of Expansion Premises. Within thirty (30) days after Subtenant has inspected the Expansion Commencement DatePremises and shall accept delivery of same on the Expansion Effective Date in their “as is” and “with all faults” condition existing on the date Subtenant executes this Amendment. Notwithstanding the foregoing, Landlord, at no cost to Tenant, Sublandlord shall cause (i1) the roof, roof membrane, foundations, structural elements patch and windows repair walls of the Expansion Premises, ; (2) repair sprinkler and electrical systems in the Expansion Premises; and (ii2) the sprinkler and fire/life safety systems serving deliver the Expansion Premises to be with the base building systems (including HVAC, electrical, plumbing and lighting) in good working condition. ThereafterIf the base building systems are not so delivered, the repair Sublandlord shall cause such building systems to be repaired at no expense to Subtenant within a reasonable period of time after Sublandlord’s receipt of a written request from Subtenant. Subtenant acknowledges that any supplemental systems, including but not limited to supplemental cooling and maintenance obligations of the respective parties with respect to wiring for voice and data, on the Expansion Premises are provided t o Subtenant in “as-is” condition and that Sublandlord is not making any representation or warranty concerning the condition of these supplemental systems. The responsibility for the maintenance of these supplemental systems shall be governed by the applicable provisions sole responsibility of Subtenant throughout the Term of the Lease, except that Tenant shall have until ninety Sublease. Unless Subtenant provides written notice to Sublandlord of any unsatisfactory conditions of the Expansion Premises within forty-five (9045) days after of the Expansion Commencement Date Effective Date, Subtenant shall be conclusively deemed to ascertain that have accepted the Expansion Premises and to have waived all such elements and systems were in good working claims relating to the condition as of the date Expansion Premises. Subtenant acknowledges and agrees that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were Sublandlord shall not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for making any maintenance, repair improvements or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary alterations to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including nor shall Sublandlord provide Subtenant with any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premisesimprovement allowance therefor.

Condition of Expansion Premises. Within thirty (30) days after Tenant acknowledges that except as provided in this Tenant Work Letter and the Second Amendment to which it is attached, Tenant shall accept the Expansion Commencement DatePremises in their existing, Landlord, at no cost "as-is" condition on the date of delivery thereof to Tenant. Except for the payment of the Tenant Improvement Allowance as provided in Section 2, below, Landlord shall cause (i) have no obligation to make or pay for any improvements to the roofExpansion Premises. Notwithstanding the foregoing, roof membrane, foundations, structural elements and windows upon the date Tenant accepts possession of the Expansion Premises, and (ii) Landlord hereby covenants that the sprinkler and fire/life safety Building systems serving the Expansion Premises to be in good working condition. Thereafter, the repair and maintenance obligations of the respective parties with respect to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were are in good working condition and repair. Notwithstanding anything in the Lease, as amended, to the contrary, Landlord shall, at Landlord's sole cost and expense (which shall not be deemed an "Operating Expense," as that term is defined in Section 7.2(a) of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenanceOriginal Lease), repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put replace any failed or inoperable portion of the applicable Building systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering serving the Expansion Premises, including any such reports pertaining to Premises during the roof and/or mechanical first twelve (HVAC12) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use months immediately following the date upon which Landlord delivers possession of the Expansion PremisesPremises to Tenant ("Warranty Period"), provided that the need to repair or replace was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant (collectively, "Tenant Damage"), or by any modifications, alterations or improvements constructed by or on behalf of Tenant. To the extent repairs which Landlord is required to make pursuant to this Section 1 are necessitated in part by Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the cost of such repair.

Condition of Expansion Premises. Within thirty Tenant is accepting the Expansion Premises “as is,” in their presently existing condition, except as otherwise expressly set forth in this Amendment, and acknowledges that the provisions of the Workletter (30Exhibit B to the Lease) days after do not apply to the Expansion Premises and that Landlord has no obligation to make any improvements to the Premises or to provide any improvement allowance to Tenant in connection with this Amendment, except as follows: (a) Tenant acknowledges that any furniture, equipment, trade fixtures and other personal property belonging to and removed by the Preceding Tenant prior to the Expansion Commencement DateDate is excluded from the “as is” delivery condition described above. Landlord shall deliver the Expansion Premises on the Expansion Commencement Date in broom-clean condition, Landlordwith all furniture, equipment, trade fixtures and personal property of the Preceding Tenant removed, and with any material damage caused by such removal repaired at no cost expense to Tenant. Such repair obligation shall include patching of any holes or similar damage caused by such removal, but shall not include painting of interior walls (such painting being the responsibility of Tenant as set forth in Paragraph 3(d) below). (b) Landlord shall cause (i) the roof, roof membrane, foundations, and structural elements and windows of the Expansion Premises, Building and (ii) the sprinkler all mechanical, electrical, plumbing, HVAC and fire/life safety systems serving the Expansion Premises to be in good working conditioncondition as of the Expansion Commencement Date. Thereafter, the repair and maintenance obligations of the respective parties with respect to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) 120 days after the Expansion Rent Commencement Date to ascertain that all such elements and systems serving the Expansion Premises were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, Date and to notify Landlord in writing Landlord, by “punch list” or other written notice, of any respects in which such elements and systems were not in the required conditioncondition as of the Expansion Commencement Date. (c) In addition to any remaining balance of the Tenant Improvement Allowance under the Initial Lease (which remaining balance the parties acknowledge is presently approximately $372,930), in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports a tenant improvement allowance pursuant to this Amendment in Landlord’s possession covering the amount of Two Hundred Twenty-eight Thousand Seventy Dollars ($228,070) (the “Expansion Premises TI Allowance”), which Expansion Premises TI Allowance is equivalent to a rate of $10 per rentable square foot in the Expansion Premises, including any such reports pertaining for construction of office improvements in the Expansion Premises. Terms and conditions relating to the roof and/or mechanical Expansion Premises TI Allowance and to the construction of any alterations and improvements that Tenant elects to construct or install in the Premises with the Expansion Premises TI Allowance shall be the same as those set forth in the Initial Lease and in the Workletter with respect to the Tenant Improvement Allowance and the construction of alterations, additions, improvements and Tenant’s work thereunder, subject to the following modifications and clarifications: (HVACi) systemsAny portion of the Expansion Premises TI Allowance that has not been claimed or drawn by Tenant by October 31, 2008 (the “Expansion Premises TI Allowance Expiration Date”) shall expire and shall no longer be available to Tenant thereafter; except that if the Expansion Commencement Date does not occur by November 1, 2007, then the Expansion Premises TI Allowance Expiration Date shall be delayed until the day immediately preceding the first anniversary of the Expansion Commencement Date. Except The expiration date with respect to the Tenant Improvement Allowance under the Initial Lease shall remain unchanged. The cost of any refurbishments, alterations or improvements made by Tenant that are not eligible for expenditure of the Expansion Premises TI Allowance funds, and any amount by which the cost of refurbishments, alterations and improvements made by Tenant exceeds the available Expansion Premises TI Allowance (plus, to the extent applicable, the remaining balance of the Tenant Improvement Allowance under the Initial Lease), shall be Tenant’s sole cost and expense. The Expansion Premises TI Allowance is provided as otherwise specifically part of the basic consideration to Tenant under this Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in this Amendmentthe Lease as modified by Paragraph 1 hereof and Schedule 1 attached hereto. (d) In connection with Tenant’s refurbishment, improvement and occupancy of the Expansion Premises, Tenant shall agrees to cause the interior walls of the Expansion Premises to be solely responsiblepainted and patched where needed to ensure an overall sightly appearance, at Tenant’s own sole expense (subject to Tenant’s right to use the Expansion Premises TI Allowance), except that any material damage caused by the removal of any signage, furniture, equipment, trade fixtures and personal property of the Preceding Tenant shall be repaired by Landlord, at Landlord’s sole expense, as provided for in Paragraph 3(a) hereof (except with respect to any required repainting, which shall be Tenant’s responsibility and all tenant improvements expense, subject to Tenant’s right to use the Expansion Premises TI Allowance). (e) In connection with Tenant’s refurbishment, improvement and alterations required by Tenant for its occupancy and use of the Expansion Premises, Tenant shall have the right to install interior signage on or about the entrance to the Expansion Premises, at Tenant’s sole expense, subject to (i) Landlord’s prior approval as to location, size, design and composition of such signage (which approval shall not be unreasonably withheld or delayed), (ii) Landlord’s established sign criteria or signage program for the Center, consistent with other tenant signage programs in the Center, (iii) all restrictions and requirements imposed by applicable law and/or by applicable governmental authorities, and (iv) any additional restrictions and requirements set forth in the Initial Lease regarding signage.

Condition of Expansion Premises. Within (a) Tenant shall accept the Expansion Premises in their "AS IS" condition effective as of the First Extension Period Commencement Date, subject to the terms of this Section 7. Promptly following the Reference Date and approval of the Final Plan, Landlord, at its sole cost, shall (i) erect a demising wall to separate the Expansion Premises as set forth on such Final Plan from the remainder of the space in Building B and (ii) install a separate submeter and controls for HVAC service and electricity for the Expansion Premises. Subject to the foregoing and Landlord's obligation to fund a tenant improvement allowance as more particularly set forth in Section 8 below, Tenant acknowledges that Landlord shall have no obligation to make any improvements to the Expansion Premises or to otherwise prepare the Premises for Tenant's occupancy during the First Extension Period. Tenant acknowledges that neither Landlord nor Landlord's agents has made any representation or warranty as to the suitability of the Expansion Premises for the conduct of Tenant's business. (b) Notwithstanding Section 7(a) to the contrary, the Expansion Premises shall be delivered with the roof in water tight condition and with all electrical, mechanical and plumbing systems and the roll-up doors in good, working and operable condition. Landlord shall repair at its sole cost any defective or malfunctioning aspect of the roof or such building systems of which Landlord has received written notice from Tenant describing such failure or malfunction within thirty (30) days after of the Expansion First Extension Period Commencement Date. Further, and notwithstanding anything in this Section 4 to the contrary, Landlord, at its sole cost, shall install a new roof membrane on both Building A and Building B by no cost to later than December 31, 2007. When Landlord replaces the roof membrane of each of the two (2) Buildings, Tenant, at its sole expense and without liability to Landlord of any kind, shall cause (i) remove and/or temporarily relocate any equipment, piping and other mechanical systems located on the roof, roof membrane, foundations, structural elements and windows shall coordinate the timing of same with Landlord's roofing contractor so as to minimize interference with completion of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises to be in good working conditionroof replacement work. Thereafter, the repair and maintenance obligations Paragraph 14 of the respective parties with respect Lease shall expressly not apply to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premises. (c) Landlord reserves the right to reasonably access the Building systems located within the Expansion Premises in order to complete necessary utility connections to the remainder of Building B in anticipation of the leasing of all or any portion of such space to third parties.

Condition of Expansion Premises. Within thirty (30) days after Landlord shall not be responsible for the Expansion Commencement Daterenovation, Landlord, at no cost construction or installation of any leasehold improvements relating to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises to be in good working conditionexcept as expressly hereinafter set forth. Thereafter, the repair and maintenance obligations of the respective parties Tenant acknowledges that Landlord has not made any representations or warranties with respect to the condition of the Expansion Premises and neither Landlord nor any assignee of Landlord shall be governed by the applicable provisions liable for any latent defect therein. The taking of possession of the Lease, except that Expansion Premises by Tenant shall have until ninety (90) days after be conclusive evidence that the Expansion Commencement Date to ascertain that all such elements and systems were Premises was in good working and satisfactory condition at the time such possession was taken. Landlord shall perform the improvements to the Expansion Premises shown on Exhibit “B” attached hereto (the “Tenant Improvements”). All work will be scheduled by Landlord during normal business hours on normal business days in cooperation with Tenant in a manner as to not inconvenience other tenants of the date that was thirty (30) days after the Expansion Commencement DateBuilding. If applicable, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, Tenant shall be responsible for the movement of any maintenance, repair or replacement (as reasonably of its equipment and mutually determined by furniture necessary to accommodate Landlord’s work schedule. Landlord and its contractor assume no liability for Tenant’s equipment, furniture or other personal property at the Expansion Premises during the construction of the Tenant Improvements and Tenant shall hold Landlord, its contractors and their respective agents and employees (“Landlord’s Indemnified Parties”) necessary harmless and indemnify same from and against any damage or injury relating to put the applicable systems Tenant’s equipment, furniture or personal property left in the required condition. Landlord shall provide Expansion Premises during the construction of the Tenant with any physical inspection reports in Improvements, unless caused by the willful misconduct of the Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion PremisesIndemnified Parties.

Condition of Expansion Premises. Within Landlord represents and warrants to Tenant that on the Expansion Premises Commencement Date the roof of the Expansion Premises will be in good condition and repair and the following parts of the Expansion Premises shall be in good working order: (a) plumbing systems, (b) electrical systems and (c) all HVAC units (collectively, the "Building Systems"). In the event that it is determined that this warranty is untrue, Landlord shall not be in default under the Lease if after Landlord receives written notice of the representation or warranty that is untrue, Landlord promptly takes the actions, at Landlord's sole expense, necessary to put the applicable Building System in working order. The foregoing representation and warranty shall apply only to the condition of the Building Systems as of the Expansion Premises Commencement Date and shall not apply to any point in time thereafter. Tenant shall notify Landlord in writing (the "Warranty Notice") within thirty (30) days after the Expansion Premises Commencement Date, Landlord, at no cost to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows time being of the Expansion Premisesessence, (the "Notice Date") of each way, if any, that the forgoing representation and (ii) the sprinkler and fire/life safety systems serving warranty was untrue on the Expansion Premises to be Commencement Date (an "Untrue Warranty"). The Warranty Notice shall state the specific way in which one or more Building System was not in good working conditionorder on the Expansion Premises Commencement Date. ThereafterLandlord shall have no responsibility to repair any Building System unless Tenant notifies Landlord on or before the Notice Date in a Warranty Notice of the Untrue Warranty, and if Tenant notifies Landlord that a Building System was not in good working order on the Expansion Premises Commencement Date after the Notice Date, Landlord shall have no obligation pursuant to this section to repair the Building System that is not in good working order. Notwithstanding the forgoing, Landlord shall have no obligation pursuant to this section to repair a Building System if the repair and maintenance obligations is necessitated by the negligence or misuse of the respective parties with respect Tenant or by Alterations or other modifications made to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premises.

Condition of Expansion Premises. Within thirty (30) days after Tenant is accepting the Expansion Commencement DatePremises “as is,” in their presently existing condition, except as otherwise expressly set forth in this Amendment, and acknowledges that the provisions of the Workletter (Exhibit B to the Lease) do not apply to the Expansion Premises and that Landlord has no obligation to make any improvements to the Expansion Premises or to provide any improvement allowance to Tenant in connection with this Amendment, except as follows: (a) Landlord shall perform Landlord, at no cost ’s Work (as defined in Section 2.3(a) of the Lease) with respect to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows each phase of the Expansion PremisesPremises on or before the applicable Expansion Commencement Date for such phase, and or as soon thereafter as practicable (ii) the sprinkler and fire/life safety systems serving but in all events prior to the Expansion Premises to be in good working conditionRent Commencement Date for the applicable phase). Thereafter, the repair and maintenance obligations of the respective parties with respect to such phase of the Expansion Premises shall be governed by the applicable provisions of the LeaseLease (as modified by this Amendment). Notwithstanding the foregoing provisions, except the provisions of the Initial Lease as they apply to Landlord’s Work in the Expansion Premises are modified to provide that Tenant shall have until ninety thirty (9030) days after the Phase I Expansion Commencement Date Date, in the case of the Phase I Expansion Premises, and until thirty (30) days after the Phase II Expansion Commencement Date, in the case of the Phase II Expansion Premises, to ascertain that all such elements and systems covered by Landlord’s Work which serve the applicable phase of the Expansion Premises were in good working condition as of the date that was thirty (30) days after the such phase’s respective Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement . (as reasonably and mutually determined by Landlord and Tenantb) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports a tenant improvement allowance of One Million Thirty-Two Thousand Two Hundred Fifty Dollars ($1,032,250) (the “Expansion Premises TI Allowance”), which Expansion Premises TI Allowance is equivalent to a rate of $25 per rentable square foot in Landlord’s possession covering the Expansion Premises, including any such reports pertaining for construction of tenant improvements in the Expansion Premises. Terms and conditions relating to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided Expansion Premises TI Allowance to the construction of any alterations and improvements which Tenant elects to construct or install in this Amendment, Tenant the Expansion Premises with such Expansion Premises TI Allowances shall be solely responsiblethe same as those set forth in the Initial Lease and in the Workletter with respect to the Tenant Improvement Allowance and the construction of alterations, at additions, improvements and Tenant’s own expenseWork thereunder, for any subject to the following modifications and all tenant improvements and alterations required by Tenant for its occupancy and use clarifications: (i) The Expansion Premises TI Allowance may be used in either phase of the Expansion Premises, without any minimum or maximum limit on the amount allocable to one phase or the other. In addition, any portion of the Expansion Premises TI Allowance which is not used by Tenant in the course of Tenant’s initial build-out of the Expansion Premises may, in Tenant’s discretion, be applied to alterations or improvements in the Initial Premises (subject, however, to all applicable restrictions under the Initial Lease and Workletter with respect to the kinds of improvements eligible for application of funds from the Tenant Improvement Allowance). (ii) Any portion of the Expansion Premises TI Allowances which has not been claimed or drawn by Tenant by June 30, 2009 shall expire and shall no longer be available to Tenant thereafter. The cost of any refurbishments, Alterations or improvements made by Tenant which are not eligible for expenditure of Expansion Premises TI Allowance funds, and any amount by which the cost of refurbishments, Alterations and improvements made by Tenant exceeds the available Expansion Premises TI Allowance, shall be Tenant’s sole cost and expense. The Expansion Premises TI Allowance is provided as part of the basic consideration to Tenant under this Amendment and will not result in any rental adjustment or additional rent beyond the minimum monthly rent expressly provided in the Lease as modified by Paragraphs 1 and 2 hereof and Schedule 1 attached hereto.

Condition of Expansion Premises. Within thirty Tenant acknowledges that except as provided below, Tenant shall accept the Expansion Premises in their existing, "as-is" condition on the date of delivery thereof to Tenant. Except for the payment of the Tenant Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Expansion Premises. Notwithstanding anything set forth in this First Amendment to the contrary (30) days after but without limiting any other repair and maintenance obligations of Landlord that are expressly set forth in the Lease, as amended), upon the Expansion Commencement Date, Landlord, at no cost to Tenant, Landlord shall cause (i) the roof, roof membrane, foundations, structural elements and windows of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises Base Building to be in good working condition. Thereaftercondition and repair, (ii) the repair Base Building and maintenance obligations the Common Area to be compliant with Applicable Laws which were enacted and enforced as of the respective parties with respect Lease Commencement Date to the extent necessary to obtain or maintain a certificate of occupancy (or its legal equivalent) for the Expansion Premises for general office use (collectively, the "Delivery Conditions"). Further, Landlord shall, at Xxxxxxxx's sole cost and expense (which shall not be governed by deemed an Operating Expense), make such repairs or replacements as necessary to satisfy the applicable provisions of the Lease, except Delivery Conditions; provided that Tenant shall have until ninety (90) days after the Expansion Commencement Date delivers written notice thereof to ascertain that all such elements and systems were in good working condition as of Landlord prior to the date that was occurs thirty (30) days after following Tenant's occupancy of the Expansion Premises for the Permitted Use; and provided further that any such repair, replacement or work was not caused by the misuse, misconduct, damage, destruction, omissions, and/or negligence (collectively, "Tenant Damage") of Tenant, its subtenants and/or assignees, if any, or any company which is acquired, sold or merged with Tenant, or by any modifications to the Tenant Improvements, Alterations, or other improvements constructed by or on behalf of Tenant. To the extent the Base Building is not in the Delivery Condition upon the Expansion Commencement Date as a result of Tenant Damage, then Tenant shall reimburse Landlord for an equitable proportion of the reasonable cost of such repair. If (1) it is determined that the Base Building was not in the Delivery Condition upon the Expansion Commencement Date, and (2) Tenant delivers written notice thereof to notify Landlord prior to the date that occurs thirty (30) days following Tenant's occupancy of the Expansion Premises for the Permitted Use, then Landlord shall not be liable to Tenant for any damages, but as Tenant's sole remedy (but without limiting Tenant's right to xxxxx Base Rent, Xxxxxx's Share of Direct Expenses and any parking charges in writing accordance with the terms and conditions of any respects in which such elements and systems were not in Section 19.5.2 of the required conditionLease), in which event LandlordLandlord shall, at no cost to TenantTenant (and which shall not be included in Operating Expenses), shall subject to the terms and conditions of this Section 1 above, promptly commence such work or take such other action as may be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put cause the applicable systems in Delivery Conditions to be satisfied, all to the required condition. extent not caused by Tenant Damage, and Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering thereafter diligently pursue the Expansion Premises, including any such reports pertaining same to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premisescompletion.

Condition of Expansion Premises. Within thirty (30) days after Tenant hereby acknowledges and agrees that the Expansion Premises shall be taken “as is” as of the Expansion Premises Commencement Date, Landlord“without any representations or warranties”, at and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Expansion Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Expansion Premises or the suitability of same for Tenant’s purposes. Tenant further agrees that no cost tenant improvements are to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows of be made by Landlord to the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises to be except as expressly set forth in good working conditionthis Section 2. Thereafter, the repair and maintenance obligations Tenant acknowledges that neither Landlord nor any agent nor any employee of the respective parties Landlord has made any representation or warranty with respect to the Expansion Premises shall be governed by or with respect to the applicable provisions suitability of either for the Lease, except conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements has relied solely on its own investigation and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion PremisesPremises and the Project in its decision to enter into this Amendment and let the Expansion Premises in the above-described condition. The taking of possession of the Expansion Premises by Tenant shall conclusively establish that the Expansion Premises and the Project were at such time in satisfactory and good condition.

Condition of Expansion Premises. Within thirty (30) days after Tenant hereby acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the Expansion Commencement Date, Landlord, at no cost to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows condition of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving Building or the Expansion Premises Project, or with respect to be in good working condition. Thereafter, the repair and maintenance obligations suitability of any of the respective parties with respect foregoing for the conduct of Tenant’s business, except as specifically set forth in the Lease or in the Tenant Work Letter attached hereto as Exhibit B (the “Expansion Work Letter”). The construction of the Tenant Improvements, as that term is defined in Exhibit B, to the Expansion Premises shall be governed by the applicable provisions terms of Exhibit B and the terms of Article 8 of the Lease; provided that in the event of a conflict between the provisions of Article 8 as to the construction of the Tenant Improvements to the Expansion Premises, except that the provisions of Exhibit B shall control. Except as specifically set forth in the Lease or the Tenant Work Letter, attached hereto as Exhibit B, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises, and Tenant shall have until ninety (90) days after accept the Expansion Commencement Date Premises in its presently existing, “as-is” condition, subject to ascertain that all such elements and systems were in good working condition as Landlord’s obligations under Article 7 of the date that was thirty Lease (30) days after including Landlord’s obligations with respect to the maintenance of the Building Systems serving the Expansion Commencement DatePremises and the Building Structure) of the Lease and the Expansion Work Letter. Tenant hereby acknowledges and agrees that any improvements, and alterations, additions or changes to notify Landlord in writing of any respects in which such elements and systems were not in the required conditionPremises, in which event Landlord, at no cost to Tenantother than the Tenant Improvements, shall be responsible for any maintenancecompleted pursuant to the terms and conditions of Article 8 of the Lease. Notwithstanding the foregoing, repair or replacement on the Expansion Delivery Date, (as reasonably and mutually determined by Landlord and Tenanti) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering a master key to the entrance into the Expansion Premises, including any such reports pertaining to ; and (ii) all window blinds and treatments in the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant Expansion Premises shall be solely responsible, at Tenant’s own expense, for any in good working order and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premisesrepair.

Condition of Expansion Premises. Within thirty Tenant acknowledges and agrees: (i) that it has been a tenant of the Project since 1991 and is generally familiar with, and has satisfied itself with respect to, the condition of the Project (including, without limitation, the Project’s mechanical, plumbing, electrical and fire sprinkler systems and security); (ii) that Tenant has made such investigations as it deems necessary or appropriate regarding the Project (including, without limitation, the expansion premises) with regard to the matters specified in subpart (i) above and the Project’s environmental condition and compliance with applicable laws, and to otherwise satisfy itself that the premises (including, without limitation, the expansion premises) are suitable for Tenant’s intended use; (iii) that neither Landlord, nor any of Landlord’s agents, has made any oral or written representations or warranties regarding the Project (including, without limitation, the expansion premises) other than as expressly set forth in this Amendment; (iv) that other than (I) Landlord’s obligation to upgrade one (1) time, at Landlord’s expense, any currently existing restrooms located within the existing premises and the expansion premises to comply with the then applicable requirements of the Americans with Disabilities Act as required by the government agency having jurisdiction (any such upgrade, if required, to be performed by Landlord at the time Tenant is constructing its initial (but not any subsequent) Alterations (as hereinafter defined) in the portion of the existing premises or expansion premises, as the case may be, containing any such restrooms(s)), (II) Landlord’s obligation to perform, at Landlord’s expense, at the time Tenant is constructing its initial (but not any subsequent) Alterations in the existing premises and in any portion or portions of the expansion premises delivered to Tenant, such work, if any, as may be required by the government agency having jurisdiction to keep the common areas of the Project (meaning the building entrances, lobbies, elevators, parking garage and other public areas of the Project) in compliance with then applicable building code requirements (provided, however, that Landlord’s obligation pursuant to this subpart (II) shall exist only with respect to such compliance work, if any, as is required by reason of the approval of plans for Tenant’s Alterations that are approved by the City of San Francisco Building Department prior to June 30, 2002 (the “Approval Deadline”), provided further that the Approval Deadline for any portion of the expansion premises delivered to tenant more than sixty (60) days after the Expansion Commencement Date, Landlord, at no cost to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows lease expiration date specified in Exhibit C for such portion of the Expansion Premisesexpansion premises shall be the later of June 30, 2002 or the date that is one (1) year after the delivery to Tenant of such portion of the expansion premises), and (iiIII) Landlord’s obligation to provide Landlord’s Tenant Improvement Funds (as defined in Paragraph 6(e) below), neither Landlord, nor any of Landlord’s agents, has agreed to undertake (and Landlord shall not be obligated to provide) any improvements or other alterations (including, without limitation, any tenant improvements) or provide any funds in connection with the sprinkler delivery and/or Tenant’s use and fire/life safety systems serving the Expansion Premises to be in good working condition. Thereafter, the repair and maintenance obligations occupancy of the respective parties with respect expansion premises; and (v) that anything in the Lease to the Expansion Premises contrary notwithstanding, including without limitation Paragraph 6 thereof (but subject to Landlord’s obligations under clauses (I), (II) and (III) of subpart (iv) of this provision), Landlord shall be governed by deliver the applicable provisions of the Leaseexpansion premises, except that and each portion thereof, and Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements accept same, in AS IS condition and systems were in good working condition repair as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost delivery thereof to Tenant. The foregoing notwithstanding, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant continue to be obligated to comply with any physical inspection reports in Landlord’s possession covering obligations under the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use second paragraph of Paragraph 6 of the Expansion PremisesLease.

Condition of Expansion Premises. Within thirty (30) days after the Expansion Commencement Date, Landlord, at no cost to Tenant, Landlord shall cause (i) the roof, roof membrane, foundations, structural elements and windows of the Expansion Premises, and (ii) the sprinkler and fire/life safety systems serving the Expansion Premises to not be in good working condition. Thereafter, the repair and maintenance obligations of the respective parties with respect responsible for making any improvements to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that and Tenant shall have until ninety (90) days after agrees to accept the Expansion Commencement Date to ascertain that all such elements and systems were Premises in good working their “as-is” condition as of the date that was thirty hereof, including without limitation, leaving all currently existing racking in the Expansion Premises for Tenant’s use thereof during the Expansion Period. Landlord shall, at its sole cost and expense, provide Tenant with an allowance of Fifty Six Thousand Two Hundred Twenty Six and No/100 Dollars (30$56,226.00) (the “Allowance”) for the purpose of Tenant’s installation of general improvements to the Expansion Premises subject to compliance with the provisions of Section 10.1 of the Lease. The Allowance shall be available for application to the cost of such improvements only to the extent such improvements have been completed on or before December 31, 2002, absent any Landlord-caused delays related thereto. The Allowance shall be paid to Tenant or to Tenant’s Contractor(s) (as hereinafter defined) or Tenant’s agents at Tenant’s direction, within fifteen (15) business days after the Expansion Commencement Datereceipt of written notice, accompanied by the following (an “Application for Payment”): (i) invoices covering the subject work, (ii) a written certification from Tenant’s architect that the work described on all such invoices has been substantially completed in accordance with the plans and specifications approved by Landlord, and to notify Landlord in writing (iii) copies of any respects in conditional or unconditional, partial or complete waivers of lien, as appropriate, from all contractors subcontractors and materialmen (“Tenant’s Contractor(s)”) covering all work which such elements is the subject of the invoices so submitted, and systems were not (iv) in the required condition, in which event Landlord, at no cost payment is to be made to Tenant, copies of any applicable documentation that indicates that Tenant has made payment to Tenant’s Contractor(s) or agents related to the invoices for which payment is requested. Tenant and Landlord agree that all costs of the work in excess of the Allowance shall be responsible for paid by Tenant prior to any maintenance, repair or replacement (as reasonably and mutually determined disbursement by Landlord and Tenant) necessary of the Allowance. If any portion of the Allowance exceeds the costs of the work for which it is applicable, Tenant shall not be entitled to put any payment, rent reduction, or credit therefor. Tenant may enter the applicable systems in Expansion Premises prior to the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering Effective Date to ready the Expansion Premises for its occupancy upon all of the terms of the Lease other than the obligation to pay rent for the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premiseswhatever form.

Condition of Expansion Premises. Within thirty (30) days after Tenant hereby agrees to accept the Existing Premises and the Expansion Commencement DatePremises in their “as-is” condition, Landlordand Tenant hereby acknowledges that Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises or the Expansion Premises and that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of all or any portion of the Existing Premises or the Expansion Premises. Notwithstanding the foregoing, at no cost Tenant may undertake improvements to Tenant, shall cause (i) the roof, roof membrane, foundations, structural elements and windows of the Expansion Premises, including, without limitation, connecting the Expansion Premises to the Existing Premises, subject to and in accordance with Article 15 of the Lease (the “Expansion Premises Tenant Improvements”). In connection with the prosecution of the Expansion Premises Tenant Improvements, the following professionals are acceptable to Landlord: (i) General Contractors: Xxxxxxx Construction, Xxxxxxx Construction, Burger Construction and Lockrul Construction; and (ii) Architects: Xxxxxx Xxxxxx Design Associates and Xxxxx Consulting Architects. Landlord agrees to reimburse Tenant the sprinkler reasonable, out-of-pocket costs paid by Tenant for the Expansion Tenant Improvements up to, but not exceeding, the sum of $65,420 in the aggregate (the “Expansion Premises TI Allowance”) provided that (a) Tenant complies with the terms and fire/life safety systems serving conditions of said Article 15, (b) Tenant makes a request of the Tenant Improvements Allowance, which request complies with this Section 6, on or before December 31, 2015, time being of the essence, (c) Landlord shall make only one (1) disbursement of the Expansion Premises to be TI Allowance, (d) such disbursement request is made after the completion of and payment in good working condition. Thereafterfull for the Expansion Premises Tenant Improvements and is accompanied by any governmental approvals required or customarily issued for the Tenant Improvements, paid invoices and unconditional lien releases from all contractors and materials suppliers in connection with the repair Tenant Improvements, which lien releases are in the form prescribed by California Civil Code Section 8138, and maintenance obligations such other information as Landlord shall reasonably request, and (e) any portion of the respective parties Expansion Premises TI Allowance not disbursed to Tenant pursuant to this Section 6 shall be the sole property of Landlord and shall not be credited against Tenant’s obligations under the Lease. There is no Moving Allowance with respect to the Expansion Premises shall be governed by the applicable provisions of the Lease, except that Tenant shall have until ninety (90) days after the Expansion Commencement Date to ascertain that all such elements and systems were in good working condition as of the date that was thirty (30) days after the Expansion Commencement Date, and to notify Landlord in writing of any respects in which such elements and systems were not in the required condition, in which event Landlord, at no cost to Tenant, shall be responsible for any maintenance, repair or replacement (as reasonably and mutually determined by Landlord and Tenant) necessary to put the applicable systems in the required condition. Landlord shall provide Tenant with any physical inspection reports in Landlord’s possession covering the Expansion Premises, including any such reports pertaining to the roof and/or mechanical (HVAC) systems. Except as otherwise specifically provided in this Amendment, Tenant shall be solely responsible, at Tenant’s own expense, for any and all tenant improvements and alterations required by Tenant for its occupancy and use of the Expansion Premises.