Common use of Condition of Premises Clause in Contracts

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

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

Condition of Premises. The Premises are demised to Tenant acknowledges and Tenant accepts the same “as-is”, except that neither (a) if, not later than sixty (60) days following the date of this Lease, Tenant notifies Landlord nor any agent that the Initial Premises or a portion thereof (clearly designated in such notice to Landlord) are to be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to perform the Shell Work, time being of the essence of such notice), the Landlord has made any representation or warranty shall, with respect to the condition such designated portion(s) of the Premises, perform the Building or the ProjectShell Work described in Exhibit B-1 at Landlord’s sole cost and expense prior to September 1, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date2013, and (b) Landlord shall have no obligation all other work necessary to alter, repair or otherwise prepare the Initial Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease and (b) as to space added to the Premises pursuant to Section 42.01, if Tenant elects as provided therein, that some or all of the space so added shall be delivered in shell condition (but absent such notice Landlord will not otherwise be obligated to pay for or construct any improvements perform the Shell Work, time being of the essence of such notice), the Landlord shall, with respect to such designated portion(s) of the Premises, except with respect to payment of perform the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) Shell Work described in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Exhibit B-1 at Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed sole cost and expense prior to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that which is ninety (90) days after following the Execution Date. In date on which the event additional space would be delivered under Section 42.01 but for the Tenant election that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinesame be delivered in shell condition, and provided thatall other work necessary to prepare the space so added under Section 42.01 for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, (r) in accordance with the Delivery Shortfall applicable provisions of this Lease. Tenant’s taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession, and except for latent defects not readily apparent from a careful inspection of the Premises without cutting into or otherwise disturbing walls, floors or ceilings and punchlist items of which Tenant has delivered notice to Landlord, excluding items of damage caused by (Tenant or did not arise from) (i) the misuseits agents, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s independent contractors or subcontractors, or any suppliers (subject to the provisions of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Section 3.01 of this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation No promise of Landlord to remedy such Delivery Shortfall under alter, remodel or improve the immediately preceding sentence and/or (z) any failure Property and no representation by Landlord or its agents respecting the condition of the Existing Building Systems Property has been made to Tenant or relied upon by Tenant other than as may be contained in good working order arising from this Lease or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of written amendment hereto signed by Landlord and Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not he obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building or the Project(as defined in Section 1 of Exhibit B), or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” existing as of such date without regard to any of the Execution DateTenant Improvements, and (b) Landlord shall have no obligation to alter, repair alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any other improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant in the Premises or Tenant's use of the Premises, and based solely on an unoccupied basis, (including A) does not comply with applicable Laws in effect as of the Tenant Improvements) date hereof, or (ivB) any other event, circumstance contains latent defects (not caused by Tenants acts or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsomissions), then Landlord shallshall be responsible, at Landlord’s its sole cost and expense which shall not be included in Building Operating Expenses (except as otherwise permitted in (and not as an Operating Expenseexcluded in) Section 4 2 hereof), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have for correcting any obligations or liabilities in connection with (y) a Delivery Shortfall except such non-compliance to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as and when required by this Leaseapplicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (iiiB) any modifications, Alterations or improvements constructed by or on behalf of Tenant hereinabove within eighteen (including the Tenant Improvements18) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Lease Commencement Date, and in then the correction of any such caseIntent defects shall, no Delivery Shortfall shall subject to Landlords repair obligations in Section 72 hereof, be deemed to have occurred as a result thereofTenant's responsibility at Tenant's sole cost and expense.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building or Premises in its "As Is" condition on the ProjectLease Commencement Date; provided, or with respect however, in the event that, as of the Lease Commencement Date, the Tenant Improvements (as defined in Exhibit B), in their condition existing as of such date without regard to the suitability Tenant's use of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that and based solely on an unoccupied basis, (aA) it is fully familiar does not comply with the condition of the Premises and agrees to take the same applicable Laws in its condition “as is” effect as of the Execution Datedate hereof, and or (bB) contains latent defects (not caused by Tenant's acts or omissions), then Landlord shall have no obligation to alterbe responsible, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance at its sole cost and the Furniture Allowance. Notwithstanding the foregoing, Landlord expense which shall deliver possession of the Premises to Tenant not be included in Operating Expenses (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to permitted in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Section 4.2 hereof), then Tenant mayfor correcting any such non-compliance to the extent and as and when required by applicable Laws, and/or correcting any such latent defects as its sole and exclusive remedy, deliver soon as reasonably possible after receiving notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)thereof from Tenant; provided, furtherhowever, that if Tenant fails to give Landlord written notice of any Shortfall Notice must be received by Landlord no later than the date such latent defects described in clause (the “Shortfall Notice Deadline”B) that is ninety hereinabove within twelve (9012) days months after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Lease Commencement Date, and in then the correction of any such case, no Delivery Shortfall latent defects shall be deemed to have occurred as a result thereof.Tenant's responsibility at Tenant's sole cost and expense

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, if Tenant determines within the first thirty (30) days following the Commencement Date that any of the Building systems serving the Premises are not in working order (consistent with the applicable manufacturer’s specifications), Landlord shall deliver possession promptly rectify any such condition or detect at its sole cost and expense after receipt of written notice from Tenant within such time setting forth the nature and extent of any such condition or defect. If after expiration of such initial thirty (30) day period, Tenant is required to make repairs to any component of the Premises for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to Tenant (m) in broom clean condition and (n) with pursue its rights under any such warranties for the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)benefit of Tenant. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Landlord and Tenant agree and acknowledge that Landlord’s Delivery Obligation was satisfied; provided thatthe Exit Audit Report for Gemini Science dated August 20, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2006, then Tenant mayperformed by URS, as its sole the radioactive materials license release survey referenced therein, and exclusive remedythe fume hood decontamination report dated July 18, deliver notice 2008, shall constitute the baseline environmental condition of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date Premises (the “Shortfall Notice DeadlineBaseline Phase I”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineand, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding notwithstanding anything to the contrary in this LeaseArticle 27, Landlord Tenant shall not have no obligation to perform any obligations or liabilities in connection remediation recommendations that are inconsistent with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Baseline Phase I environmental condition of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofPremises.

Condition of Premises. Completion of the Tenant Improvements (as defined in the Work Letter) by Tenant shall be governed by the terms and conditions of the Work Letter which is attached hereto as Exhibit “B”. Tenant’s obligation to construct the Tenant Improvements pursuant to the Work Letter is independent of, and in addition to, Tenant’s obligation to pay Rent under this Lease. Tenant acknowledges that neither Tenant has had an opportunity to conduct a thorough and diligent inspection and investigation of the Premises, Common Area and Building Systems (as defined in Paragraph 8(a) below) for each Building (including, without limitation, the electrical and HVAC capacity and distribution systems to and throughout the Premises). Landlord nor shall deliver to Tenant, and Tenant shall accept, the Premises in their “as-is, where-is condition, with all faults” as of the date of this Lease; provided, however, that the roof and Building Systems of each Building shall be delivered in good order and working condition, and if Tenant notifies Landlord within three (3) months following either Delivery Date that any agent of the Building Systems (excluding any portion of such Building Systems damaged or altered by Tenant as part of, or during installation of, the Tenant Improvements) serving the applicable Building are not in good working condition, then Landlord shall perform the necessary maintenance, repair and/or replacement of said portions of the Building Systems so that they are in good working condition and the cost of any resulting capital repairs or replacements (as opposed to routine maintenance) of such Building Systems that are deemed necessary by Landlord will not be included in Expenses; provided, however, that the foregoing warranty and undertaking by Landlord shall not apply to the extent of any damage caused by Tenant’s construction of the Tenant Improvements or by other acts or omissions of Tenant or Tenant’s agents that affect the condition of the roof or Building Systems. Other than the express warranty in the preceding sentence, Landlord has not made and will not make any representation or warranty warranty, express or implied, with respect to the condition of the Premises, the Buildings, Common Area or Building or the ProjectSystems, or with respect to the suitability suitability, fitness or capacity of any of the Premises, the Building or the Project foregoing for the conduct of Tenant’s businessPermitted Use or for any other purpose. Subject to the foregoing, by accepting delivery of the Premises, Tenant acknowledges shall be deemed to have accepted the same as suitable for the purpose herein intended, and to have acknowledged that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises complies with Landlord’s obligations for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession delivery of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofParagraph 3(b).

Condition of Premises. Landlord shall deliver the Expansion Premises to Tenant in good, vacant, broom clean condition, in compliance with all laws (to the extent required to obtain or maintain a certificate of occupancy for the Expansion Premises), with the roof water-tight and shall cause the plumbing, electrical systems, fire sprinkler system, lighting, and all other building systems serving the Expansion Premises to be in good operating condition and repair on or before the Expansion Commencement Date. Further, Landlord at its sole cost (and at no cost to Tenant through Operating Expenses or otherwise) shall be responsible to cause the exterior of the 900 Building and the structural portions of the 900 Building to be in compliance with applicable ADA requirements to the extent required to allow the legal occupancy of the Expansion Premises for the permitted use (subject to Tenant's interior design and utilization of existing entrances for required egress from the 900 Building). Tenant acknowledges that neither except as provided in this Section, Tenant shall accept the 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 nor shall have no obligation to make or pay for any agent of Landlord has made any representation or warranty with respect improvements to the condition Premises. Further, any hazardous materials (as defined by applicable laws) existing in the Expansion Premises as of the date of delivery of the Expansion Premises to Tenant, if any, shall be removed or remediated by Landlord as required by applicable laws, at Landlord's sole cost and expense (i.e., the cost of the Tenant Improvements shall not include such costs, and the Tenant Improvement Allowance shall not be used for such costs), except to the extent (if any) that such hazardous materials were brought onto or released onto the Expansion Premises, the Building or the Project, Center through the acts or with respect to the suitability omissions of the Premises, the Building Tenant or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcontractors.

Condition of Premises. Within thirty (30) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch-list of items needing additional work by Landlord. Other than the items specified in the punch- list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as improved with the Tenant Improvements in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor its Agents have agreed to undertake any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for Alterations or construct any improvements Tenant Improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord this Lease. If Tenant fails to satisfy Landlord’s Delivery Obligation (submit a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure punch-list to Landlord detailing the nature of within such failure thirty (a “Shortfall Notice”); provided30) day period, further, it shall be deemed that any Shortfall Notice must be received by Landlord there are no later than the date items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (the “Shortfall Notice Deadline”) that is ninety (9030) days after the Execution Datewalk-through inspection or as soon as practicable thereafter. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission Upon completion of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasepunch-list items, Landlord shall not have any obligations or liabilities so notify Tenant. Tenant shall approve such completed items in connection with writing to Landlord. If Tenant fails to reasonably approve such items within fifteen (y15) a Delivery Shortfall except to the extent days of notice of completion by Landlord, such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall items shall be deemed to have occurred as a result thereofapproved by Tenant.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect other than pursuant to payment the terms and provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Work Letter. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding anything to the contrary in this Lease (but subject to the last grammatical sentence of this Section 5), Landlord hereby represents and that Landlord’s Delivery Obligation was satisfied; provided warrants that, if Landlord fails to satisfy Landlord’s Delivery Obligation as of the Term Commencement Date, (a “Delivery Shortfall”y) the Premises shall be in compliance with the ADA (as defined below), then Tenant mayand (z) the (i) roof of the Building, as its (ii) plumbing, electrical and heating, ventilating and air conditioning systems serving the Premises, and (iii) centralized vacuum, industrial hot water and deionized water systems serving the Premises, shall be in good working order, condition and repair; provided, however, that Tenant’s sole and exclusive remedy, remedy for a breach of such representation and warranty shall be to deliver notice of such failure to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Execution Date (such date, the “Warranty Date”) detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datebreach. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Warranty Date, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice Deadline(but only to the extent that Landlord determines that the breach described in the Repair Notice constitutes an actual breach of the representation and warranty provided by Landlord in subsections (y) and (z) above). The representation and warranty provided by Landlord in subsections (y) and (z) above shall expire, and provided thatbe of no further force or effect, (r) on the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Warranty Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (y) except with respect to any actual breaches identified in a Delivery Shortfall except to the extent such Delivery Shortfall is identified Repair Notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Warranty Date); provided, however, that the expiration of such representation and such Delivery Shortfall gives rise to an obligation warranty shall not derogate from Landlord’s repair and maintenance obligations under Section 18.1 of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord represents and warrants to Tenant that, as of the Lease Commencement Date, all mechanical, elevator, HVAC, plumbing and electrical systems servicing the Premises, all structural elements of the Building and the roof of the Building (collectively, the “Building Elements”) shall be in good working order and condition, without taking into account the effect thereon of any Tenant Improvements, Alterations or other modifications to the Premises by Tenant or its agents, employees or contractors; and prior to the Lease Commencement Date, Landlord shall, at no cost to Tenant, undertake such work as may be required to place such Building Elements in good working order and condition. In the event that it is determined, and Tenant notifies Landlord in writing within one hundred twenty (120) days after the Lease Commencement Date, that such representation and warranty above is untrue as of the Lease Commencement Date, and such failure was not caused by Tenant, then it shall be the obligation of Landlord, and the sole right and remedy of Tenant, after receipt of written notice from Tenant setting forth with specificity the nature of the failed performance, to promptly, within a reasonable time and at no cost to Tenant, to correct such failure. Tenant’s failure to give such written notice to Landlord within one hundred twenty (120) days after the Lease Commencement Date shall constitute a conclusive presumption that the Premises and all Building Elements were in good working order and condition as of the Lease Commencement Date. Except as provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees Neither party has been induced to take the same in its condition “as is” as of the Execution Dateenter into this Lease by, and (b) Landlord shall have no obligation to alterneither party is relying on, repair any representation or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary warranty outside those expressly set forth in this Lease, . Neither Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord nor anyone acting on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on its behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed liable for, nor shall this Lease be subject to have occurred as a result thereofrescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and/or damages based on nondisclosure of any facts.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Development or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDevelopment.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that the Systems and Equipment (as defined in Section 4.2.4 below) serving the Building shall be in good working order and condition, the Premises will be broom- 908728.01/SD 374622.00146/4-30-21/MLT/bp ActiveUS 186012966v.2 clean condition, free and clear of all occupants and personal property, and the Building and Project will be compliant with all applicable laws, rules, orders, and regulations, including, without limitation, the Americans with Disabilities Act of 1990 (as amended, the “ADA”). Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancesuch zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord shall deliver possession represents and warrants to Tenant that, as of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyEffective Date, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Property is zoned to permit laboratory, office, life science, research and development uses as of right. Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that condition, subject to Landlord’s Delivery Obligation was satisfied; representations, warranties and obligations expressly set forth in the Lease and, except as provided thatherein, if Landlord fails to satisfy without any obligation on Landlord’s Delivery Obligation (a “Delivery Shortfall”)part to make any alterations, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. (a) Except to the extent otherwise expressly provided in this Section 2.3, Tenant acknowledges that neither it will accept and occupy the Premises in “AS IS” condition as the Premises exist on the Direct Term Commencement Date, immediately following the termination or expiration of the Prior Lease and Amgen Sublease and of Tenant’s occupancy of the Premises as a subtenant thereunder; provided, however, that the foregoing provisions of this sentence shall be subject to any rebuilding obligations expressly imposed upon Landlord nor under the Prior Lease (to the extent any agent of Landlord such rebuilding is in progress on the Direct Term Commencement Date) or pursuant to a future written agreement (if any) as contemplated in Section 2.1(b)(i) above. Accordingly, except as expressly set forth in this Section 2.3, this Lease has made any representation or warranty no specific delivery requirements with respect to the physical condition of the Premises, Premises as of the Building Lease Commencement Date or as of the Project, or Direct Term Commencement Date; the obligations of the applicable parties with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the physical condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date(including, and (b) Landlord shall have no obligation to alterbut not limited to, repair or otherwise prepare and maintenance obligations) shall be governed by the Premises for Tenant’s occupancy or to pay for or construct any improvements to the PremisesPrior Lease (and, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord between Amgen and Tenant, conclusively establish that by the Premises, Amgen Sublease) for the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything period prior to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Direct Term Commencement Date, and in any such caseby this Lease for the period commencing on the Direct Term Commencement Date. Without limiting the generality of the foregoing, no Delivery Shortfall shall be deemed to have occurred as a result thereofTENANT ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2.3, NEITHER LANDLORD NOR ANY AGENT OF LANDLORD IS MAKING OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE BUILDING, THE PREMISES AND THE IMPROVEMENTS THEREIN, OR WITH RESPECT TO THE PRESENT OR FUTURE SUITABILITY OF THE BUILDING, THE PREMISES OR THE IMPROVEMENTS THEREIN FOR THE CONDUCT OF TENANT’S BUSINESS OR PROPOSED BUSINESS THEREIN, AS OF THE LEASE COMMENCEMENT DATE OR AS OF THE DIRECT TERM COMMENCEMENT DATE.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, that in the event that, in the first twelve (12) months of the Lease Term only, a repair is required for the Base, Shell and Core or the Premises (which is Tenant’s responsibility pursuant to Section 7.1 of the Lease), and if any such repair is covered by a warranty held by Landlord, then Landlord shall use commercially reasonable efforts to cause the repair of such repair items. Pursuant to Civil Code Section 1938, Landlord states that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyLandlord’s delivery obligations hereunder, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: 2 GENESIS 1900 ALAMEDA [BigHat Biosciences, Inc.] “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsapplicable laws, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or date hereof; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the “CASp Reports”) the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant’s receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any legally required improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection ordered by Tenant; and (E) if such CASp inspection ordered by Tenant identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within ten (10) business days after Tenant’s contractors or subcontractors, or any receipt of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofan invoice therefor from Landlord.

Condition of Premises. Tenant acknowledges that Except as expressly set forth in this Sublease, neither Landlord Sublandlord nor any agent of Landlord has Sublandlord’s agents, employees, or contractors have made any representation representations, warranties, or warranty promises with respect to the Premises, or the equipment, furniture, or improvements therein situated, if any, or the physical condition or size of the Premises. Subtenant accepts the Premises in its present “as-is where is and with all faults” condition, and subject to normal wear and tear between the Building or date of this Sublease and the Projectdate of occupancy by Subtenant. Except as expressly set forth in the attached Exhibit A, neither Sublandlord nor the Prime Landlord shall be under any obligation to make and/or pay for any alterations, additions, installations, substitutions, improvements, or with respect decorations to the suitability of Premises. Sublandlord hereby grants to Subtenant a license to use the existing furniture, fixtures, equipment and wiring located in or serving the Premises, which is detailed on the Building attached Exhibit B (collectively, “Furniture”), for no additional consideration so long as this Sublease is in force. Subtenant shall not acquire any title or other ownership rights in or to the Project Furniture during the Term; provided, however Subtenant shall have the right to remove all or any portion of same during the Term so long as Subtenant replaces same with other furniture of equal or greater value and quality; provided further, however, Subtenant shall remain responsible to return all of the Furniture to Sublandlord in the event of an early termination of this Sublease. Upon expiration or earlier termination (for the conduct reasons other than an Event of Tenant’s business. Tenant acknowledges that Default) of this Sublease, Subtenant shall: (a) it is fully familiar with be required to purchase the Furniture from Sublandlord for the amount of one dollar ($1.00); (b) remove the Furniture from the Premises; and (c) return the Premises to the condition of the Premises and agrees to take the same was in its condition “as is” as of the Execution Sublease Commencement Date, normal wear and (b) Landlord shall have no obligation to altertear permitted by the Prime Lease and damage for which Subtenant is not responsible excepted, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements and to the Premises, except with respect to payment extent required by the terms of the TI Allowance Prime Lease. During the Term, Subtenant shall, at Subtenant’s sole cost and expense, insure the Furniture Allowancefor its full replacement value (with Sublandlord named as an additional insured and as loss payee). Notwithstanding Subtenant shall not hold over after the foregoing, Landlord shall deliver expiration of the Term. If Subtenant fails or refuses to surrender possession of the Premises pursuant to Tenant the provisions of this Sublease at the natural expiration or earlier termination of this Sublease (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systemswhich, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking event of possession an earlier termination is due to an earlier termination of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Prime Lease), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure possession shall be construed to Landlord detailing the nature of such failure (be a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinetenancy at sufferance, and provided that, (r) Subtenant shall remain liable to Sublandlord for daily use and occupancy at the Delivery Shortfall was not caused by (or did not arise from) daily rate the greater of: (i) the misuseamount due on a daily basis (or monthly if not prorated on a daily basis pursuant to the terms of the Prime Lease) from Sublandlord, misconduct, damage, destruction, negligence and/or any other action or omission as “Tenant” under the Prime Lease in the event of Tenant, TenantSublandlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, holdover thereunder for the entire Original Premises; (ii) Tenant’s failure to properly repair the amount due on a daily basis during the last month of the Term; or maintain the Premises as required by this Lease, (iii) any modificationsthe amount which would be due if the Premises had been relet at market rent (as reasonably determined by Sublandlord) at the time of such holdover, Alterations or improvements constructed and, in addition to the foregoing, Subtenant shall indemnify, defend (using counsel reasonably determined by or on behalf Sublandlord), and hold Sublandlord harmless from and against all damages, losses, and expenses, including, without limitation, consequential damages, arising from such holdover. To the Sublandlord’s actual knowledge, without duty of Tenant inquiry, no Hazardous Material is present in the Premises (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expenseasbestos), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasecontrary, Landlord under no circumstance shall not have Subtenant be liable for any obligations Hazardous Material present at any time on or liabilities in connection with (y) a Delivery Shortfall about the Premises or the Building, or the soil, air, improvements, groundwater or surface water thereof, or the violation of any laws, orders or regulations, relating to any such Hazardous Material, except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) that any failure of the Existing Building Systems to be in good working order arising foregoing actually results from the release or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action emission of Hazardous Material by Subtenant or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, its agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf employees in violation of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofapplicable environmental laws.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition Tenant’s taking possession of the Premises, the Building Premises or the Project, or with respect to the suitability any portion thereof shall be conclusive evidence against Tenant that such portion of the PremisesPremises was then in good order and satisfactory condition, subject to Landlord’s obligations under this Lease and the Building or the Project for the conduct of Tenant’s businessWorkletter. Tenant acknowledges that, except as otherwise expressly set forth in this Lease or the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and that (a) it is fully familiar with no promise by or on behalf of Landlord, any of Landlord’s Constituent Members, the leasing agent of the Project or any of their respective agents, partners or employees, to alter, remodel, improve, repair, decorate or clean the Premises has been made to or relied upon by Tenant, and that no representation respecting the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in goodby or on behalf of Landlord, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsconstituent members, or any of their respective employeesagents, agents partners or inviteesemployees has been made to or relied upon by Tenant, except as provided below and in the Workletter, and further provided that during the three (ii3) Tenant’s failure to properly repair or maintain year period commencing on the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseDate, Landlord shall reimburse Tenant for alterations, improvements and/or refurbishment (collectively, the “Refurbishment”) of the Original Premises, in an aggregate amount not have any obligations or liabilities in connection with to exceed $116,888.00 (ythe “Refurbishment Allowance”). The Refurbishment Allowance shall be payable to Tenant within thirty (30) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered days after presentation to Landlord on or before the Shortfall Notice Deadline of paid invoices, contractor’s sworn statements, final waivers of lien and such Delivery Shortfall gives rise to an obligation other documentation as may reasonably required by Landlord showing that the Refurbishment has been completed and fully paid for in accordance with the requirements of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) Section 14 hereof, provided that any failure undisbursed portion of the Existing Building Systems to be in good working order arising from or in connection with (i) Refurbishment Allowance for which Tenant has not requested reimbursement and submitted the misuseaforesaid documentation within the aforesaid 3-year period, misconducttime being of essence, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofforfeited by Tenant and retained by Landlord without any claim thereon by Tenant.

Condition of Premises. After the Expiration Date or earlier termination of this Lease, or the termination of Tenant’s right to possess the Premises, Tenant acknowledges that neither shall (i) deliver to Landlord nor any agent of the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition, reasonable wear and tear excepted (subject, however, to Tenant’s maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (ii) deliver to Landlord has made any representation or warranty the Premises with respect cleaned floors, (iii) deliver to Landlord all keys and parking and access cards to the condition of Premises, (iv) remove all signage placed on the Premises, the Building or Building, the Project, or with respect to the suitability of Land by or at Tenant’s request, and (v) remove all racking and repair any damage caused thereby. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises, the Building or the Project for the conduct of Tenantunless removal was required as a condition to Landlord’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceconsent thereto. Notwithstanding the foregoing, Tenant shall remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). All items not so removed shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items, and Tenant shall deliver possession pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the Building or unreasonably interfere with other tenants’ use of their premises. Tenant shall, at its expense, repair all damage caused by any work performed by Tenant under this Section 17, provided that in the case of alterations or improvements that Tenant is required to remove, Tenant shall restore the Premises to the condition existing prior to the installation of such alterations. If Tenant (m) in broom clean condition and (n) with the existing base building heatingfails to perform work under this Section 17, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing Tenant shall pay all costs incurred by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at in performing such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation work within ten (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result request thereof.

Condition of Premises. Tenant hereby agrees to accept the Premises (including the Existing Premises and the Expansion Space) in its “as-is” condition and Tenant hereby acknowledges that neither Landlord nor Landlord, except as otherwise provided below and in the Lease, shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises and agrees except as set forth in the Lease. Notwithstanding anything above to take the same contrary, in its condition “as is” the event that, as of the Execution Datedate of execution of this Second Amendment, the Building’s “Systems and Equipment” (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment as defined in Section 4.2.4 of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingOriginal Lease), Landlord shall deliver possession in their condition existing as of such date without regard to any of the Premises to Tenant (m) Improvements, alterations or other improvements existing in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession Expansion Space as of the Premises shall, except as otherwise agreed date hereof and/or to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant (including in the Tenant Improvements) Expansion Space or (iv) any other eventTenant’s use of the Expansion Space, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsbased solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Original Lease), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Expansion Commencement Date, then the correction of any such latent defects shall, at subject to Landlord’s expense repair obligations in Section 7.2 of the Original Lease (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall correction is identified by a responsibility of Tenant in a Shortfall Notice delivered pursuant to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Section 7.1 of the Existing Building Systems to Original Lease), be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) responsibility at Tenant’s failure sole cost and expense. Pursuant to properly repair or maintain Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the Premises as required date hereof, the Expansion Space has not undergone inspection by this Lease, a Certified Access Specialist (iii“CASp”) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including to determine whether the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpansion Space meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of this Lease), in their condition existing as of such date without regard to any of the Tenant Improvements, alterations or other improvements existing in the Premises as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Premises or Tenant’s use of the Premises, and based solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Lease Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent Except as provided below, Tenant’s taking possession of the Premises shall be deemed to be Tenant’s acceptance of the Premises in the order and condition as then exists. No promise of Landlord has made any representation to alter, remodel, decorate, clean or warranty with respect to improve the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except for “Landlord’s Work” described in the Work Letter attached as Exhibit “B”, or as otherwise contained herein. Landlord shall deliver the existing Building systems and agrees to take fixtures within, or servicing, the same Premises upon completion of Landlord’s Work in its condition “as is” good working order as of the Execution respective Commencement Date(s), provided the Commencement Date, Rent and Tenant’s other obligations with respect to the Expansion Premises shall be postponed for the period (not to exceed thirty (30) days) that Tenant is not reasonably able to occupy the Expansion Premises because Landlord fails by (without contributory fault by Tenant or Tenant’s space planners, architects, contractors, agents and employees) to: (i) deliver possession of the Expansion Premises, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct substantially complete any improvements to the Premises, except with respect Expansion Premises required to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing be performed by Landlord and under this Lease by the Commencement Date for the Expansion Premises set forth in Section 1. No postponement of rent shall occur in the event there exist any delays due to Tenant, conclusively establish that the Premisesits space planners, the Building and the Project were at such time in goodarchitects, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employeescontractors, agents or inviteesemployees. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, (ii) and Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection sole recourse with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall respect thereto shall be deemed to have occurred as a result thereofthe postponement of Rent and other obligations described herein.

Condition of Premises. Except as set forth in this Lease, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s 's business. Except as set forth in this Lease, Tenant acknowledges that (a) it is fully familiar with the condition of Tenant agrees to accept the Premises and agrees to take the same in its condition “"as is” " as of the Execution Date, subject to the provisions of this Section 5, the Work Letter and (b) Landlord’s ongoing repair and maintenance obligations. For purposes of Section 1938 of the California Civil Code, Landlord shall have no obligation hereby discloses to alterTenant, repair or otherwise prepare and Tenant hereby acknowledges, that the Premises for Tenant’s occupancy or to pay for or construct any improvements have not undergone inspection by a Certified Access Specialist (CASp). Notwithstanding anything above to the Premisescontrary, except with respect to payment during the first twelve (12) months of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingLease Term, Landlord shall deliver possession will ensure that the base, shell and core of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case Building serving the Premises (collectivelyincluding the mechanical, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”electrical, HVAC and plumbing systems). Tenant’s taking of possession , based solely on a typical, legally compliant occupancy of the Premises shall, except as otherwise agreed to in writing by Landlord and based on Tenant, conclusively establish that 's Permitted Use of the Premises, the Building is in good condition, and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before of any breach of the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leaseforegoing warranty, Landlord shall be responsible, at its sole cost and expense, which shall not have be included in Operating Expenses, for correcting such defects as soon as reasonably possible after receiving notice thereof from Tenant’ provided, however, that if Tenant fails to give Landlord written notice of any obligations or liabilities in connection with items described above within twelve (y12) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Commencement Date, and in then the correction of any such caseitems shall, no Delivery Shortfall subject to Landlord’s repair obligations in this Lease, be Tenant’s responsibility at Tenant’s sole cost and expense; provided, however, that with respect to any HVAC units which Landlord is not replacing (as described below) then such warranty shall be deemed apply to have occurred the entire seventy-two (72) month initial Lease Term. As part of the Tenant Improvement work, Landlord shall replace eight (8) of the existing HVAC units serving the Premises (all as a result thereofdescribed on Exhibit G attached hereto) ensure that the remaining units are in good working order as of the Term Commencement Date.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date: provided, however, in the event that, during the first twelve (12) months of the Lease Term, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant’s use of the Premises, (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code Xxxxxxx 0000, Xxxxxxxx xxxxxx that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyLandlord’s delivery obligations hereunder, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken "as is", "without any representations or warranties", subject to latent defects and except as expressly set forth herein, and Tenant hereby acknowledges and agrees that neither Landlord nor any agent of Landlord it has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with investigated and inspected the condition of the Premises and agrees the suitability of same for Tenant's purposes. The Premises shall be initially improved as provided in, and subject to, the terms of this Lease and the Tenant Work Letter attached hereto as Exhibit C and made a part hereof. The work described on attached Exhibit C is referred to take herein as the same in its condition “"Tenant's Work." Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as is” as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Execution DateBuilding pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, in the Premises or the Building provided that such work does not unreasonably interfere with Tenant's intended use of the Premises and/or Tenant's operations within the Premises, and provided that such work does not reduce the size of the Premises, (ii) to alter, close or relocate any facility in the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise, provided that Landlord provides adequate substitute facilities and provided that such work does not reduce the size of the Premises, and (biii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall have no obligation use commercially reasonable efforts to alter, repair or otherwise prepare the Premises for minimize interference with Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance's business. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant that Landlord requires access to the Premises in a Shortfall Notice delivered order to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) exercise any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuserights contained herein, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall access shall be deemed subject to have occurred as a result thereofthe requirements set forth in Article 13 herein.

Condition of Premises. Tenant hereby agrees that, except as provided herein or in the Tenant Work Letter attached hereto as Exhibit “D” and made a part hereof, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties.” Except as otherwise provided herein or in Exhibit D, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord or Tenant to implement sustainability practices for the Project or Premises or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment date of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, together with the Improvements (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including as defined in the Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Landlord shall cause the common areas of the Project to comply with all applicable laws (including, without limitation, any applicable requirements of the Americans With Disabilities Act) or (iv) any other event, circumstance or other factor arising or occurring after throughout the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expensemay be extended), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Project, the Premises, the Tenant Improvements therein, the Building and the Project Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided that's part to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfallthereto. Notwithstanding anything to the contrary in Section 11.1 or this LeaseSection 11.2, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure as of the Existing Building Systems to Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order arising from or in connection (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC Landlord warrants that: (i) as of the misusedate hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant's use and enjoyment of the Premises (however, misconduct, damage, destruction, negligence and/or any other action or omission of this warranty shall not apply to defects caused by Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, ); (ii) Tenant’s failure to properly repair or maintain as of the date hereof, Landlord is the fee owner of the Premises as required by this and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease, ; and (iii) any modifications, Alterations or improvements constructed by or on behalf as of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord's sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in any such casetheir "as is" condition. Notwithstanding the foregoing, no Delivery Shortfall shall Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be deemed responsible for the repair of same, subject to have occurred as a result thereofreimbursement by Landlord from the Construction Allowance.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect 2.01. Landlord, at Landlord's sole cost and expense, shall perform the work in and to the condition of Demised Premises described in Exhibit B annexed to this Lease (the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business"Workletter"). Tenant acknowledges that the Workletter represents the agreement of Landlord and Tenant concerning all work to be performed by Landlord in the Demised Premises and that any work not specifically delineated in the Workletter shall not be performed by Landlord. Landlord reserves the right to make such changes and/or substitutions in the Workletter as may be required by any governmental agency having jurisdiction over the Demised Premises or as may be required by site conditions, subject to Tenant's written approval, which approval shall not be unreasonably withheld or delayed. All of the facilities, materials and work to be furnished, installed and performed by Landlord in the Demised Premises pursuant to the Workletter are referred to herein as "Landlord's Work". Any upgrades or additional work not included in the Workletter and any amendments or addendums thereto, that Tenant requests Landlord to perform shall not be deemed a portion of Landlord's Work and may be performed by Landlord after payment by Tenant of the cost of such upgrades or additional work in cash, electronic funds transfer (a"EFT") or by check, as directed by Landlord; it is fully familiar with the condition of the Premises expressly understood and agrees to take the same in its condition “as is” as of the Execution Date, and (b) agreed that Landlord shall have no obligation whatsoever to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallsuch additional work, except as otherwise agreed to stated expressly in writing by Landlord the Workletter and Tenantany amendments or addendums thereto, conclusively establish that unless the Premises, same is required for the Building issuance of the certificate of occupancy for the Original Premises and for the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant mayExpansion Space, as its sole and exclusive remedy, deliver notice the same is applicable. Attached hereto as Exhibit "T" is a list of such failure to Tenant's requested upgrades or additional work that Landlord detailing the nature has agreed as of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datehereof to perform. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be obligated to accept any obligations or liabilities additional requests from Tenant for additional work in connection with (y) a Delivery Shortfall the Demised Premises except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord as set forth on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExhibit "T".

Condition of Premises. Except as otherwise provided in this Section 6.1 below and the Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the PremisesWork Letter, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall accept each Suite Space in the Premises and agrees to take the same in its “AS-IS” condition “as is” as of the Execution Datedate of execution of this Lease and the date Landlord delivers possession of each such applicable Suite Space in the Premises to Tenant, and (b) Landlord shall have no obligation to alter(a) perform any work therein, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct including, without limitation, demolition of any improvements existing therein or the design, permitting or construction of any tenant finish work, alterations or other improvements therein, or (b) pay for, or reimburse Tenant for, or provide Tenant with an allowance to help Tenant pay for, any costs related to the Premisesdemolition or the design, except with respect to payment permitting or construction of the TI Allowance and the Furniture Allowanceany alterations or improvements therein. Notwithstanding the foregoingforegoing to the contrary, Landlord shall deliver possession if (i) as of the Premises date of delivery by Landlord to Tenant (m) of each Suite Space in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at Building’s base building mechanical, electrical, gas, HVAC, plumbing and/or life-safety systems serving such time Suite Space are not in goodgood order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallDefective Condition”), then and (ii) Tenant may, as its sole becomes aware and exclusive remedy, deliver notice of such failure delivers to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date written notice (the “Shortfall Notice DeadlineDefect Notice”) that of such Defective Condition described hereinabove by the date which is ninety six (906) days months after such date of delivery (the Execution “Outside Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists”), then Landlord shall, at Landlord’s expense sole cost and expense, do that which is necessary to correct such Defective Condition identified in the Defect Notice (and not as an Operating Expense), promptly remedy the Delivery Shortfall“Corrective Work”) within a reasonable period of time after Landlord receives the Defect Notice. Notwithstanding anything If Tenant fails to deliver the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Defect Notice delivered to Landlord on or before prior to the Shortfall Notice Deadline and applicable Outside Date, Landlord shall have no obligation to perform the Corrective Work described hereinabove (but such Delivery Shortfall gives rise to an release of such obligation shall not relieve Landlord of Landlord to remedy such Delivery Shortfall its other obligations under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofunder Section 8.1 below).

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant, and Tenant (m) shall accept the same, in broom clean its “AS IS” condition, subject to all recorded matters and governmental regulations, and without any warranties of any kind, including without limitation, any warranty of condition, or compliance with law, or that the Premises or any Building system are suitable for Tenant’s use. Tenant agrees that Landlord has no obligation and has made no promise to alter, remodel, improve, or repair the Premises or any part thereof or to repair, bring into compliance with applicable laws, or improve any condition and (n) existing in the Premises as of the Commencement Date or a condition to Tenant’s acceptance of the Premises. Tenant agrees that neither Landlord nor any of Landlord’s employees or agents has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Tenant’s business therein. Any improvements or personal property located in the Premises are delivered without any representation or warranty from Landlord, either express or implied, of any kind, including merchantability or suitability for a particular purpose. Notwithstanding the foregoing to the contrary, Landlord shall deliver the Premises to Tenant with the existing base building heating, ventilating ventilation and air air-conditioning system and the existing base building unit(s), electrical, lighting life-safety and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)condition as of the date that Landlord delivers the Premises to Tenant. Tenant’s taking of possession Tenant shall notify Landlord in writing within one month after the delivery of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, Tenant if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employeesthe foregoing are not in good condition, agents or invitees, (iiwhich notice shall specify in detail why Tenant believes such item(s) are not in good working condition. Tenant’s failure to properly repair or maintain so notify Landlord in writing within the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall foregoing one month period shall be deemed to be that the foregoing items (or the items for which no notice was provided) serving the Premises were in good working condition as of the date required hereunder. Tenant, pursuant to a separate agreement, has agreed to acquire separate items of furniture from a prior subtenant of the Premises. Landlord shall have occurred as a result thereofno responsibility or liability with respect to such furniture. Tenant agrees that it shall be solely responsible for any sales tax with respect to the transfer of such furniture.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Original Premises and and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Execution first day of the Extension Term, (b) agrees to take the Additional Premises in its condition “as is” as of the First Floor Additional Premises Term Commencement Date and the Fourth Floor Additional Premises Term Commencement Date, and as applicable, except that it shall be vacant of occupants, (bc) Landlord shall have no obligation to alter, repair or otherwise prepare the Original Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Original Premises, except as may be expressly provided in the Lease, and (d) Landlord shall have no obligation to alter, repair or otherwise prepare the Additional Premises for Tenant’s occupancy or to pay for or construct any improvements to the Additional Premises, except with respect to payment of the First Floor TI Allowance and Allowance, or if elected, the Furniture Fourth Floor TI Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of hereby acknowledges that Tenant has no obligation to remove or restore any alteration existing in the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking as of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In , other than such obligations set forth in the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything Third Amendment with respect to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline IT Space and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall as may be required under the immediately preceding sentence and/or (z) any failure Section 18.2 of the Existing Building Systems Lease with respect to be in good working order arising from or in connection with (i) the misusetelephone and data systems, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, wiring and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofequipment.

Condition of Premises. Except to the extent that Landlord is obligated to construct improvements in the Premises, as provided on a Rider 101 attached to this Lease, and except for Landlord’s agreement to complete or correct “punch list items,” as described in the second paragraph of this Section 4.01, the Premises are delivered to Tenant acknowledges that neither and are being leased “AS IS” and “WITH ALL FAULTS,” and Landlord nor any agent of Landlord has made any makes no representation or warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability, fitness or suitability for particular purpose of the Premises, or that the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance Premises have been constructed in a good and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”workmanlike manner). Tenant’s TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS IN THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant conclusively establish establishes that the Premises, Premises and the Building and the Project were at such that time in goodsatisfactory order and condition except for (i) minor matters of structural, sanitary mechanical, electrical, and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails finish adjustment in the Premises (commonly referred to satisfy Landlord’s Delivery Obligation (as “punch list items”) specified in reasonable detail on a “Delivery Shortfall”), then list delivered by Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure within fifteen (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9015) days after the Execution Date. In date on which Tenant takes possession of the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, Premises and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain defects not discoverable on inspection and about which Tenant notifies Landlord within one (1) year after taking possession of the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) Premises. Landlord neither makes nor offers any other event, circumstance construction warranties of any kind or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofnature whatsoever.

Condition of Premises. Tenant acknowledges [THIS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The BUYER agrees that neither Landlord he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the Buyer’s building inspections were completed, on an "as is" basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are in working order and will be in the same condition at the time of closing as they were on the date that all the BUYER’s building inspections were completed, reasonable wear and tear excepted. SELLER represents that the floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor any agent of Landlord has SELLER's agents have made any representation representations or warranty with respect warranties as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businesssaid Premises on which BUYER has relied other than as expressly set forth in this Agreement. Tenant acknowledges The SELLER agrees that (a) it is fully familiar with the condition of the Premises and agrees to take shall be the same in its condition “as is” on the date of closing of title as of the Execution Datedate that all the BUYER’s building inspections were completed, reasonable wear and (b) Landlord shall have no obligation to altertear excepted, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements subject to the Premises, except with respect to payment provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofParagraph 11 hereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is in possession of the Premises, the Building or the Project, or with respect and Tenant has and hereby agrees to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of accept the Premises and agrees to take the same in its condition existing “as isAS-IS,” as of the Execution Date“WHERE-IS,” and “WITH ALL FAULTS” condition, and (b) Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Premises for Tenant’s occupancy or to pay for or construct at any improvements to time through the Premises, except with respect to payment expiration of the TI Allowance and the Furniture Allowance. Notwithstanding Extension Term; provided, however, notwithstanding the foregoing, Landlord shall deliver possession provide Tenant with an allowance of up to (but not to exceed) a total of $51,305.00 (equal to $1.00 per usable square foot in the Premises Premises) (“Allowance”), which Allowance shall be disbursed to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). as a reimbursement of Tenant’s taking of possession of the Premises shall, except as otherwise agreed expenses paid by Tenant to third-parties in writing connection with leasehold improvements made by Landlord and Tenant, conclusively establish that Tenant to the Premises, which leasehold improvements shall be constructed in accordance with and subject to all of the Building existing terms and provisions of the Project were at such time in goodLease, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatincluding, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)without limitation, then Tenant may, as its sole and exclusive remedy, deliver notice Paragraph 4(b) of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateLease. In the event Tenant desires any such reimbursement of the Allowance, Tenant shall notify Landlord of the amounts that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense wants reimbursed (and not as an Operating Expense), promptly remedy such request shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within sixty (60) days following the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Extension Term Commencement Date, and and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such amounts Tenant desires to have reimbursed within said sixty (60) day period, Tenant shall not be entitled to any such casereimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, no Delivery Shortfall or such portion thereof as Tenant may be entitled to, shall be deemed made within thirty (30) days after each and all of the following conditions shall have been satisfied: (a) the improvements shall have been completed in accordance with the plans submitted to and approved by Landlord in accordance with Paragraph 4(b) of the Lease; (b) Tenant shall have occurred as a result thereofdelivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the construction or installation of the leasehold improvements have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the leasehold improvements; and (d) Tenant shall not then be in default of any of the provisions of the Lease. Tenant acknowledges and agrees that any obligations of Landlord originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to the Premises, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Except as otherwise agreed to the condition in writing, Tenant's taking possession of the PremisesPremises shall be conclusive evidence as against the Tenant that the Premises were in good order and satisfactory condition when the Tenant took possession, subject to punch list items and latent defects. No promise of the Landlord to alter, remodel, repair or improve the Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, other than as may be contained herein or in a separate agreement signed by Landlord and agrees to take Tenant. Tenant shall, at the same in its condition “as is” as termination or expiration of the Execution Date, and (b) Landlord shall have no obligation to alter, repair this Lease or otherwise prepare the Premises for upon Tenant’s occupancy or to pay for or construct any improvements to 's abandonment of the Premises, except with respect (i) surrender the Premises to payment Landlord in broom-clean and in good condition and repair - normal wear and tear, casualty and condemnation excepted, and if not returned to Landlord in broom-clean and good condition (normal wear and tear, casualty and condemnation excepted), then Tenant shall pay Landlord the cost to restore the Premises to broom-clean and good condition and repair thereof on Landlord's demand; (ii) return all keys to Landlord; (iii) at its sole expense, remove any of Tenant's equipment which may cause contamination of the TI Allowance property; (vi) clean up any existing contamination caused by Tenant or Tenant's employees, agents, contractors, or invitees in compliance with all Environmental Requirements; and (v) leave the Furniture AllowancePremises totally free of any contamination caused by Tenant or Tenant's employees, agents, contractors or invitees. Notwithstanding Landlord warrants that to the foregoing, Landlord shall deliver best of Landlord's knowledge and based on an environmental assessment performed by an independent company that the Project on the date of the execution of this Lease and on the date possession of the Premises to is given the Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)is free of any environmental contamination. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that shall not be responsible for any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was contamination not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsits employees, agents, contractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Subject to the completion of the Tenant acknowledges Improvements described in the Work Letter attached as Exhibit C to this Lease, Tenant agrees to accept possession of the Premises and agrees that neither the Premises is suitable for the Permitted Use and satisfactory to Tenant in all respects, subject to (i) any “punch list” items identified to Landlord nor pursuant to the Work Letter, if any, and (ii) Tenant’s right to give Landlord written notice of any agent of latent defects within six (6) months following the Commencement Date. Other than as may be expressly provided in this Lease, Landlord has made any representation no representations or warranty with respect warranties to Tenant regarding the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the physical condition of the Premises and hereby expressly disclaims all representations and warranties, express, implied or statutory, with respect to the Premises and any and all leasehold improvements and fixtures contained therein; provided that Landlord agrees to take transfer to Tenant any warranties received by Landlord with respect to the same Tenant Improvements or any equipment to be maintained by Tenant pursuant to this Lease. Tenant further acknowledges and agrees that, except for Landlord’s obligations as provided in its condition “as is” as of the Execution Datesaid Work Letter and in THIS Section 2.2 and Section 8.1 hereof, and (b) Landlord shall have has no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for install or construct any leasehold improvements or to make any alterations or modifications to the Premises, except with respect to payment Premises as a condition of the TI Allowance Tenant’s execution of this Lease. It is further understood and the Furniture Allowance. Notwithstanding the foregoing, agreed that Landlord shall be obligated to deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with on the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date in compliance with all federal, state and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existslocal laws, then Landlord shallordinances, at Landlord’s expense (rules and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofregulations.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is currently in possession of the Premises, the Building or the Project, or with respect to the suitability entirety of the PremisesSuite 400 Space (other than the portion of the Suite 400 Space currently occupied by Western Bank, which Landlord shall deliver to Tenant following Western Bank’s surrender of the Building or same), Xxxxx 000 Xxxxx xxx Xxxxx 000 Space and agrees to accept the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition entirety of the Premises and agrees to take the same in its condition “as is” as (inclusive of the Execution DateSuite 900 Space) from Landlord, in their existing “AS-IS”, “WHERE-IS” and (b) “WITH ALL FAULTS” condition, and, except as provided in the Lease, Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct improve any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession portion of the Premises at any time during the Lease Term; provided, however, Landlord hereby agrees to provide to Tenant an allowance equal to $5,147,765.00 (mwhich is equal to (i) in broom clean condition and $125.00 per square foot of Rentable Area for the Suite 600 Space, plus (nii) with $75.00 per square foot of Rentable Area for the existing base building heatingSuite 500 Space, ventilating and air conditioning system and plus (iii) $25.00 per square foot of Rentable Area for the existing base building electricalSuite 400 Space, lighting and plumbing systems, in each case serving plus (iv) $90.00 per square foot of Rentable Area for the Premises Suite 900 Space) (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallConstruction Allowance”), then which shall be utilized for the construction of certain improvements to the Premises in accordance with the terms and conditions of the work letter attached hereto as Exhibit B. In no event shall the Landlord’s Construction Allowance allocable to the Suite 500 Space be available prior to the Existing Expiration Date unless Tenant mayrequests disbursement of the same prior to such date, in which case, effective as its sole of the date Landlord disburses any portion of the Landlord’s Construction Allowance allocable to the Suite 500 Space, the Basic Annual Rent and exclusive remedyBase Year with respect to the Suite 500 Space shall be adjusted as set forth in Sections 5(a) and 6(b) above. In addition, deliver notice in no event shall the Landlord’s Construction Allowance allocable to the Suite 400 Space be available prior to September 1, 2019 unless Tenant requests disbursement of the same prior to such failure date, in which case, effective as of the date that Landlord disburses any portion of the Landlord’s Construction Allowance allocable to Landlord detailing the nature of such failure (a “Shortfall Notice”); providedSuite 400 Space, further, the Basic Annual Rent and Base Year with respect to the Suite 400 Space shall be adjusted as set forth in Sections 5(a) and 6(c) above. Tenant acknowledges and agrees that any Shortfall Notice must be received by obligations of Landlord no later than originally existing in the date (Lease to complete leasehold improvements and/or furnish allowance with respect to the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineSuite 500 Space, if any, have been completed and/or satisfied in their entirety, and provided thatany provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect. With respect to the Suite 900 Space, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure upon delivery of the Existing same to Tenant, such space shall be clean and the base Building Systems to systems serving the Suite 900 Space shall be in good working order arising from or in connection with (i) based on the misuse, misconduct, damage, destruction, negligence and/or any other action or omission then existing condition and configuration of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofSuite 900 Space.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Original Premises and and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Execution first day of the Extension Term, (b) it is fully familiar with the condition of the Additional Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Additional Premises Term Commencement Date, and (bc) Landlord shall have no obligation to alter, repair or otherwise prepare the Original Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Original Premises, except as may be expressly provided in the Lease and (d) Landlord shall have no obligation to alter, repair or otherwise prepare the Additional Premises for Tenant’s occupancy or to pay for or construct any improvements to the Additional Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession agrees that to the best of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallknowledge, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the all Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on systems are or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) condition as of the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Additional Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord shall, using building-standard materials, perform those items of work described on Exhibit E attached hereto (the “Phase I Improvements”) and those items of work described on Exhibit E-1 attached hereto (the “Phase II Improvements”; and together with the Phase I Improvements, collectively, the “Landlord’s Work”) as depicted on Exhibit E-2 attached hereto, pursuant to plans and specifications determined by Landlord. Landlord shall use commercially reasonable efforts to procure bids as Landlord deems reasonably appropriate from no fewer than three (3) contractors approved to work in the Building (which Tenant acknowledges that neither may supplement, subject to Landlord’s reasonable approval). Upon receipt of all bids requested by Landlord, Landlord nor any agent of shall provide such bids to Tenant for review; provided, however, Landlord has made any representation or warranty with respect shall have the right in its commercially reasonable discretion, to award the construction contract to the condition contractor and subcontractors that Landlord selects to perform the Landlord’s Work. Landlord shall pay for the Landlord’s Work up to a maximum amount of $91,660.00 (“Landlord’s Construction Allowance”), and in no event shall Landlord have any obligation to pay for any costs of the PremisesLandlord’s Work in excess of Landlord’s Construction Allowance. The Landlord’s Construction Allowance will be reduced by any consulting or architectural fees incurred by Landlord; and governmental fees and charges for required permits, plan checks, and inspections for the Landlord’s Work. Landlord shall (i) not be entitled to any charge or fee for review, administration, coordination and/or supervision in connection with Landlord’s Work, and (ii) reasonably cooperate with Tenant as may reasonably be necessary to obtain all necessary permits, certificates of occupancy, and inspections, at Tenant’s sole cost and expense. If the cost of the Landlord’s Work exceeds Landlord’s Construction Allowance, such overage shall be paid by Landlord, but repaid to Landlord as Additional Rent, together with interest at 10.00% per annum, in equal monthly installments over the Term of the Lease; provided, however, in no event shall Landlord be obligated to amortize any portion of such overage in excess of $91,660.00 (the “Amortized Allowance”) and any estimated overage in excess of such Amortized Allowance shall be paid by Tenant before Landlord begins construction (“Estimated Overage”). Upon completion of the Landlord’s Work and the determination by Landlord of the final cost therefor (the “Final Cost”), Landlord shall provide Tenant with its calculation of such Final Cost and the allocation of the Landlord’s Construction Allowance, the Building or Amortized Allowance and the Project, or with respect to Estimated Overage paid by Tenant. If the suitability Final Cost is less than the sum of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it the Landlord’s Construction Allowance, (b) the Amortized Allowance, and (c) any Estimated Overage actually paid by Tenant to Landlord (the sum of (a), (b) and (c), the “Total Payments”), then Landlord shall reimburse Tenant for the excess Estimated Overage paid by Tenant to Landlord within thirty (30) days after the determination of the Final Cost. If the Final Cost exceeds the Total Payments, then Tenant shall pay to Landlord, as Additional Rent, upon request the amount by which the Final Cost exceeds the Total Payments. If the Total Cost is fully less than the sum of the Landlord’s Construction Allowance and the Amortized Allowance, Tenant shall not receive a credit therefor. Tenant agrees that, except for the Landlord’s Work and as otherwise expressly set forth in the Lease, Tenant is familiar with the condition of both the Premises and agrees to take the same in its condition Property, and Tenant hereby accepts the foregoing on an “as isAS-IS,” as “WHERE-IS” basis, without any representation or warranty from Landlord whatsoever with respect thereto. Landlord shall diligently proceed with the construction of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of Work and use commercially reasonable efforts to substantially complete the Premises shallPhase I Improvements on or prior to May 1, except as otherwise agreed to in writing by Landlord and Tenant2017; provided, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thathowever, if Landlord fails to satisfy so substantially complete the Phase I Improvements on or prior to May 1, 2017, then (a) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected, (b) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to substantially complete the Phase I Improvements by such date, and (c) Landlord detailing shall proceed diligently to substantially complete the nature Phase I Improvements. Tenant acknowledges and agrees that the Phase II Improvements may not be completed as of the Commencement Date, and (aa) Tenant shall accept delivery of the Premises on the Commencement Date notwithstanding the incompletion of the Phase II Improvements; (bb) the validity of this Lease and the obligations of Tenant under this Lease shall not be affected by any delay in the completion of the Phase II Improvements; (cc) Tenant shall have no claim against Landlord (and Landlord shall have no liability) hereunder, at law or in equity, arising from Landlord’s failure to complete the Phase II Improvements by such failure date, and (a “Shortfall Notice”)dd) the Commencement Date shall not be postponed to the extent of any such delay; provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than shall diligently proceed to complete the date (the “Shortfall Notice Deadline”) that is ninety (90) days Phase II Improvements promptly after the Execution Commencement Date. In the event any accrued Tenant Delays (as hereinafter defined) cause Landlord to pay or incur costs or expenses in connection with the design, construction or completion of the Landlord’s Work in excess of the costs or expenses that would otherwise have been paid or incurred by Landlord, Tenant shall pay any such reasonable out of pocket excess costs and expenses to Landlord, as Additional Rent, within ten (10) business days after Landlord receives a Shortfall Notice on submits invoices for any such excess costs or before the Shortfall Notice Deadline, expenses. Tenant acknowledges and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) agrees that (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be liable to Tenant for any obligations inconveniences Tenant may experience during the performance, construction or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure installation of the Existing Building Systems to be in good working order arising from Landlord’s Work which are beyond Landlord’s control or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or for any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.delays in

Condition of Premises. Subject to Landlord’s repair and maintenance obligations under this Lease, Tenant hereby agrees that the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, Tenant Work Letter) may be collectively referred to herein as the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Tenant Improvements.” The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord agrees to cause the electrical, sanitary plumbing, heating, ventilation and satisfactory condition air conditioning and repair and that Landlord’s Delivery Obligation was satisfied; provided thatother systems serving the Premises to be in good working order as of the Commencement Date. Notwithstanding the foregoing, if Landlord Tenant fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to notify Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is within ninety (90) days after the Execution Date. In Substantial Completion of the event Improvements that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date foregoing items are not in good working order and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existscondition, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord such items shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems be deemed to be in good working order arising from or in connection with (i) the misuseand condition and Tenant shall have no further right hereunder to claim otherwise, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenantexcept for Landlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by ongoing obligations under this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord shall cause the following elements of the Project and the Premises to be in good working order, condition and repair as of the date of delivery of the Premises to Tenant for construction of Improvements therein pursuant to the Tenant Work Letter attached hereto as Exhibit “D”: (i) the heating, ventilating and air conditioning systems of the Project, (ii) the electrical system of the Project, (iii) the fire/life safety system of the Project, (iv) the plumbing system of the Project, and (v) the structural portions of the 26672 Building and the 26642 Building including, without limitation, ground floor slabs which shall, without limitation, have moisture content acceptable for construction of the Improvements as provided in Section 1 of the Tenant Work Letter. The foregoing obligation of Landlord shall not, however, include any such items to the extent such items will be demolished or modified by Tenant in connection with Tenant’s construction of the Improvements pursuant to the Tenant Work Letter. If any such items specified in this Article 8 above are not in good working order, condition and repair as of such date, then as Tenant’s sole remedy, upon notice from Tenant, Landlord shall, at Landlord’s sole cost and expense, cause such items to be in good working order, condition and repair; provided, however, that, unless and to the extent such items are not in good working order, condition and repair as a result of latent defects not reasonably discoverable by an inspection of the Project or Premises, if Tenant fails to so notify Landlord in writing that any such items are not in good working order, condition and repair within fifteen (15) business days after Landlord’s delivery of the Premises to Tenant for construction of Improvements therein, Landlord shall be deemed to have satisfied its obligations with respect to this Article 8 above. Furthermore, Landlord shall, at Landlord’s sole cost and expense, (a) cause the Project to comply with any current requirements of the ADA (provided that this obligation shall not apply to the Premises nor to any requirements attributable to Tenant’s use of the Premises or Tenant’s specific Improvements within the Premises), and (b) cause the Premises, as of the date of delivery of possession thereof, to comply with any applicable Laws regarding mold, mildew, fungus or other dangerous organisms, except to the extent that such areas will be demolished as a part of the Improvements to be constructed by Tenant pursuant to the Tenant Work Letter. Except as set forth in this Article 8 above, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that that, except as set forth in this Article 8, neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Subject to Landlord’s obligations as provided in each case serving the Premises (collectivelythis Article 8 above, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in good, sanitary satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and satisfactory condition Sections 1941 and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice 1942 of such failure to Landlord detailing the nature Civil Code of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, California or any successor provision of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoflaw.

Condition of Premises. Subject to Landlord's obligation to perform Landlord's Work, the Premises will be accepted by Tenant acknowledges on the Possession Date in its “as is”, “where is” condition and configuration. By taking possession of the Premises, Tenant agrees that neither Landlord's Work is substantially completed, subject only to Punch List Items (defined below), the Premises are in good order and satisfactory condition, and that other than Landlord's Work, there are no representations or warranties by Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission part of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery ShortfallXxxxxxxx Center. Notwithstanding anything to the contrary in this Leasecontained herein, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except represents to Tenant that on the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before Possession Date, the Shortfall Notice Deadline Premises will be structurally sound and such Delivery Shortfall gives rise to an obligation free of Landlord to remedy such Delivery Shortfall under water leaks, and that the immediately preceding sentence and/or (z) any failure of mechanical equipment serving the Existing Building Systems to Premises will be in good working order arising from or condition and repair. Landlord further covenants that Landlord's Work shall be constructed in connection accordance with all Laws and in a good and workmanlike manner using new materials of a quality that is at least equal to the Landlord's minimum standard for the Office Area. For purposes of this Lease, “substantial completion” and/or “substantially completed” shall mean that Landlord's Work is completed to such an extent that Tenant can take possession of the Premises and either (i) utilize same for the misuse, misconduct, damage, destruction, negligence and/or any other action use intended hereunder or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) begin performing Tenant’s failure to properly repair or maintain 's Work (so long as Tenant has an permit for Tenant's Work), as evidenced by a certificate of Landlord's architect. Tenant and Landlord shall, within ten (10) days after Landlord advises Tenant that Landlord's Work is substantially completed, conduct a walk through inspection of the Premises to create a punch list of items that still need to be completed notwithstanding that Landlord's Work is otherwise substantially completed (which items are called “Punch List Items”). Once the parties have agreed upon the Punch List Items, Landlord shall have thirty (30) days thereafter to complete such items. In the event of any dispute as required by this Leaseto whether, (iii) any modificationsor when, Alterations or improvements constructed by or on behalf Landlord's Work has achieved substantial completion, the statement of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Landlord's architect that Landlord's Work has achieved substantial completion shall be deemed presumed correct. In the event Tenant does not accept (or disputes) the statement of Landlord's architect, then within ten (1 0) days after Tenant's receipt of Landlord's notice that Landlord's Work is substantially completed, Tenant shall advise Landlord, in writing, in detail of those items of Landlord's Work that Tenant alleges are not substantially completed and the name of the architect it is appointing to review the dispute (provided that Tenant shall have occurred as the burden of proof to overcome the presumption that Landlord's architect's certification is correct). During the fifteen (15) days following Tenant's written notice to Landlord that Landlord's Work is not substantiality complete, Tenant and Landlord agree to use good faith efforts to resolve the dispute regarding whether, or when, Landlord's Work has achieved substantial completion. If, during said fifteen (15) days, the parties are unable to resolve the dispute, then both Tenant and Landlord shall mutually select a result thereofthird party architect (the “Third Party Architect”) to determine whether, or when, Landlord's Work has achieved substantial completion. If the parties are unable to mutually agree on said Third Party Architect, then both Tenant and Landlord shall each select an architect and the two architects shall then select the Third Party Architect to make such determination. The Third Party Architect's determination of whether, or when, Landlord's Work has achieved substantial completion shall be conclusive and binding on both Tenant and Landlord hereunder. Each party shall pay the costs and expenses, if any, of their architect and the cost of the Third Party Architect shall be shared equally between Tenant and Landlord.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent shall complete, or cause others to complete, the demolition work in the Premises described in Exhibit F (the "Demolition Work"). After the Demolition Work has been completed, Occupational Services, Inc. shall perform a Limited Phase II Environmental Site Assessment of Landlord has made any representation or warranty with respect the Premises and certain areas adjacent to the condition Building, as described in Exhibit G, a complete copy of which shall be delivered to Tenant. If, based on the conclusions in such Limited Phase II Environmental Site Assessment, any remediation work is required to bring the Premises or other areas covered by such assessment into compliance with Environmental and Health Laws (as defined in Section 6.2.8), then Landlord (i) may terminate this Lease if Landlord determines, in its sole discretion, that the contamination requiring remediation is significant, by notice given to Tenant within ten (10) Business Days after delivery of the PremisesLimited Phase II Environmental Site Assessment, and this Lease shall cease and come to an end without further liability or obligation on the Building or part of either party upon the Projectgiving of such notice, or with respect if Landlord shall not so elect to terminate this Lease, (ii) shall perform, or cause others to perform, all such remediation work, and cause such additional environmental assessments to be performed as are necessary to establish that such work has been completed and that no additional remediation work is required. If the suitability Limited Phase II Environmental Site Assessment does not indicate that any remediation work is required, then the Limited Phase II Environmental Site Assessment shall be the Final Phase II Assessment. Subject to completion of the PremisesDemolition Work and any remediation work required by the preceding paragraph, Tenant agrees to accept delivery of the Building or Premises in the Project for condition existing as of the conduct Date of Tenant’s businessthis Lease. Tenant acknowledges that (a) it is fully familiar with has been given an adequate opportunity to inspect the Premises and the common areas and facilities of the Complex and, subject to the completion of any work required to be performed by Landlord pursuant to the preceding sentence, has found the condition of the Premises both satisfactory and agrees is not relying on any representations of Landlord or Landlord's agents or employees as to take the same in its condition “as is” as of the Execution Datesuch condition, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, thereto except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must may be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary expressly set forth in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except for Landlord's Work (as defined herein), Tenant agrees to accept the Premises in an absolutely "as-is" condition, and Tenant acknowledges that neither Landlord nor Landlord, its agents, attorneys, representatives and employees have not and do not make any agent representations or warranties, express or implied, to Tenant regarding the Premises, including, but not limited to: (i) the zoning of Landlord has made the Premises; (ii) the condition of any representation underground, above ground or warranty with respect surface improvements; (iii) the size, area, use or type of the Premises or the fitness of the Premises for any intended or particular use; (iv) the nature of the soil on and underlying the Premises or its suitability for development or any other use thereof; (v) any financial information pertaining to the condition operation of the Premises; (vi) the status of any requirements or obligations imposed, implied or to be undertaken by the owner or developer of the Premises pursuant to any zoning, subdivision, development laws or agreements with any governmental entities; (vii) the presence or absence of any toxic wastes, hazardous materials or structural defects in, on or under the Premises or any improvements thereon; or (viii) the presence or absence of any rights of any governmental authority, or of owners of property in the vicinity of the Premises, the Building to obtain reimbursement, recapture or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition special assessments from any owner of the Premises and agrees to take the same in its condition “as is” as for all or a portion of the Execution Datecost of any utilities, and (b) Landlord shall have no obligation to alter, repair roads or otherwise prepare other improvements heretofore or hereafter located on or in the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession vicinity of the Premises (and if such rights exist, Tenant agrees to Tenant (m) in broom clean condition pay all sums due pursuant thereto, it being expressly acknowledged and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Tenant hereby waives any claim Tenant may have or may hereafter acquire against Landlord’s Delivery Obligation (a “Delivery Shortfall”, its agents, attorneys, representatives or employees for said costs), then any and all such representations and warranties, express or implied, being hereby expressly waived by Tenant may, and disclaimed by Landlord. Except as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and expressly provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary for in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation no promise of Landlord to remedy such Delivery Shortfall under alter, remodel, decorate, clean or improve the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, Premises or any portion thereof and no representation respecting the condition of their respective employees, agents the' Premises or invitees, (ii) any portion thereof have been made by Landlord to Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as provided below, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Except as provided below, Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Datedate that Landlord delivers the Premises to Tenant for Tenant’s construction of the Tenant Improvements in accordance with Section 4.1, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the performance, at Landlord’s sole cost and expense, of the Landlord Work and payment of the Base TI Allowance and and, if properly requested by Tenant pursuant to the Furniture terms of the Lease, the Additional TI Allowance. Notwithstanding anything to the foregoingcontrary in this Lease, Landlord shall deliver possession of the Premises to Tenant with (my) in broom clean condition the Pre-Delivery Landlord Work and (nz) with the existing base building heating, ventilating and air-conditioning, electrical, plumbing and fire/life safety systems serving the Building core (but not the distribution of such systems throughout the Premises, which will be performed as part of the Tenant Improvements), the existing galvanized supply air conditioning system and exhaust air duct risers, the existing roof structure, roof membrane, Building elevators and the existing base building electrical, lighting and plumbing systems, Generator (as defined in each case serving Section 16.8) (all of the Premises (collectivelyforegoing listed in this Subsection 5(z) shall be referred to herein as, the “Existing Building Systems”) in good working condition and in compliance with all Applicable Laws (including, without limitation, the ADA inclusive of path of travel requirements to the extent required in order to obtain a final sign off on the permits for the Pre-Delivery Landlord Work) (the “Landlord’s Delivery ObligationRequirement”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s the Delivery Obligation Requirement was satisfied; provided that, if Landlord fails to satisfy Landlord’s the Delivery Obligation Requirement (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety thirty (9030) days after the Execution Term Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.’s

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Existing Bridge Premises, the Building Corridor Premises or the Project, New Bridge Premises (including the condition of the Buildings or the Project as it relates to the constructability of or suitability for the New Bridge Improvements) or with respect to the suitability of the Existing Bridge Premises, the Building Corridor Premises or the Project New Bridge Premises for the conduct of Tenant’s business. Tenant acknowledges that (aa)(i) it is fully familiar with the condition of the Existing Bridge Premises and the Corridor Premises, (ii) it is generally familiar with the condition of the Buildings and the Project as it relates to the constructability of or suitability for the New Bridge Improvements and (iii) as of the New Bridge Commencement Date, will be fully familiar with the condition of the New Bridge Premises and, notwithstanding anything in the Lease to the contrary, agrees to take (A) that it took the same Existing Bridge Premises in its condition “as is” as of the Execution Existing Bridge Commencement Date, (B) to take the New Bridge Premises in its condition “as is” as of the first day of the New Bridge Commencement Date and (C) that it took the Corridor Premises in its condition “as is” as of the Corridor Commencement Date, (b) Landlord shall have no obligation to alter, repair or otherwise prepare any portion of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises for Tenant’s occupancy or to pay for or construct any improvements to the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, except with respect to payment as may be expressly provided in this First Amendment or set forth in the Lease and (c) Tenant accepts the condition of the TI Allowance Buildings and the Furniture Allowance. Notwithstanding Project (as it relates to the foregoing, Landlord shall deliver possession constructability of or suitability for the New Bridge Improvements) in their condition “as is” as of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)First Amendment Date. Tenant’s taking of possession of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, as applicable, shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Existing Bridge Premises, the Building and Corridor Premises or the Project New Bridge Premises, as applicable, were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. Tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as at its sole cost and exclusive remedyexpense, deliver notice shall remediate or remove any asbestos that is discovered or uncovered as a result of such failure Tenant’s construction of the New Bridge Improvements in accordance with, and to the extent required by, Applicable Laws. Tenant assumes responsibility for the condition of the Buildings and the Project as each relates to the constructability of and suitability for the New Bridge Improvements (and, for the sake of clarity, Landlord detailing has no obligation to alter, repair or otherwise prepare any portion of the nature Building or the Project for the sole purpose of such failure making it suitable for the New Bridge Improvements); provided, however, in no event shall Tenant be responsible (a “Shortfall Notice”)except through Operating Expenses if permitted under the Lease) for any condition of the Building or the Project that would have existed regardless of the construction of the New Bridge Improvements and for which Tenant is not otherwise responsible under any other provision of the Lease; provided, further, that Tenant shall be responsible to remedy any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinenon-compliance with Applicable Laws, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before non-compliance would not have existed but for the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure construction of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant New Bridge Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateTerm Commencement Date (subject to Landlord’s obligations to complete the punch list work), and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the completion of the Base Building Improvements and the Tenant Improvements and with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding the foregoing, Landlord represents to Tenant that, on the Term Commencement Date, (i) the base building systems serving the Premises (including the HVAC, electrical, life safety and that plumbing systems) shall be in good working order, and (ii) the Tenant Improvements shall be free from defects in materials and workmanship not inherent in {A0622646.2 } 6 the quality required or permitted (collectively, “Landlord’s Delivery Obligation was satisfied; provided that, if Condition”). In the event that Landlord fails to satisfy Landlord’s Delivery Obligation Condition, Tenant’s sole and exclusive remedy for such failure shall be to deliver written notice to Landlord (a “Delivery ShortfallRepair Notice”) on or before the date that is (i) six (6) months after the Term Commencement Date with respect to the heating, ventilating and air conditioning systems servicing the Premises, and (ii) sixty (60) days after the Term Commencement Date otherwise (the “Repair Notice Date”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datefailure. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Repair Notice DeadlineDate, and provided that, Landlord shall promptly make any repairs reasonably necessary to correct the failure described in the Repair Notice (r) but only to the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) extent that Landlord agrees reasonably determines that the failure described in the Repair Notice constitutes and actual failure of Landlord’s Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallCondition), at Landlord’s expense (sole cost and not as an Operating Expense), promptly remedy the expense. Any such failure of Landlord’s Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord Condition shall not have entitle Tenant to any obligations monetary damages or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after delay the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant hereby accepts the Premises in the AS-IS condition existing as of the date of the execution hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Premises or the Project, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of , nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises and agrees to take the same except as provided in its condition “this Lease. Except as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or may be otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) expressly provided in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelythis Lease, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallby Tenant shall in itself constitute acknowledgement that the Premises are in good and Tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as is", and that the Landlord shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Tenant represents and acknowledges that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials) and is satisfied that the Premises will safely support the type of improvements, if any, to be constructed and maintained by Tenant upon the Premises, that the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that the Landlord does not know nor has reasonable cause to believe that any release of any hazardous material has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, the Landlord has made available to Tenant, for review and inspection, records in the possession or control of the Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to Landlord that, except as otherwise agreed may be stated on “Exhibit C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to in writing by Landlord believe that any release of hazardous material has come to be located on or beneath the Premises and Tenant, conclusively establish that (5) with respect to any hazardous material which Tenant knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, Tenant has listed the Building hazardous material on attached “Exhibit C” and agrees promptly to commence and complete the Project were removal of or other appropriate remedial action regarding the hazardous material at such time no cost or expense to Landlord and in goodfull compliance with all applicable laws, sanitary regulations, permits, approvals and satisfactory condition and repair and authorizations. The phrase “hazardous material,” as used herein, has the same meaning as that Landlord’s Delivery Obligation was satisfied; provided phrase has in Section 5.7 of this Lease. Tenant agrees that, if except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to the Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)take all actions necessary, then Tenant may, off as its sole well as on the Premises to improve and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain continuously use the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, Lease and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcompliance with all applicable laws and regulations.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall Substantially Complete the Premises and agrees to take the prepare same in its condition “as is” as of the Execution Date, for occupancy by Xxxxxx and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) accordance with the existing base building heatingPlans, ventilating as set forth in Exhibit “B” attached hereto, and air conditioning system subject only to Tenant Delays and the existing base building electricalForce Majeure events listed herein, lighting and plumbing systemsLandlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in each case serving accordance with Exhibit X-x and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises (collectivelyare not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession right to be compensated by receiving a rent credit as of the Premises shall, except as otherwise agreed to Rent Commencement Date in writing by Landlord and Tenant, conclusively establish the amount of one thousand five hundred dollars ($1,500.00) for each day that the PremisesPremises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2009, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure remedy (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later other than the date (rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the “Shortfall Notice Deadline”) that is ninety (90) days after part of the Execution Date. In Landlord to provide occupancy as herein described shall not constitute a breach or default on the event that part of the Landlord receives a Shortfall Notice on under this Lease or before give rise to any claims of damage or expenses of any kind against the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused Landlord by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, either direct or consequential. Notwithstanding the foregoing, if Tenant’s contractors or subcontractors, 's personnel shall occupy all or any part of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf for the conduct of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after its business prior to the Term Commencement Date and (s) Landlord agrees that as determined pursuant to the Delivery Shortfall referenced in preceding paragraph, such Shortfall Notice exists, then Landlord date of occupancy shall, at Landlord’s expense (for all intents and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in purposes of this Lease, Landlord be the Term Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s sole risk, shall not have any obligations or liabilities in connection interfere with (y) a Delivery Shortfall the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except to the extent payment of Rent. Landlord may designate which portion of the Premises shall be made available for these employees, provided such Delivery Shortfall space is identified reasonably sufficient for conduct of Tenant’s business by these employees. Upon such early occupancy by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after until the Term Commencement Date, and in any such caseXxxxxx agrees to pay its pro rata share of separately metered utilities to the Premises, no Delivery Shortfall which share shall be deemed based on the proportion of the rentable square feet of floor area designated by Landlord for Tenant’s use pursuant to have occurred as a result thereofthis subsection to the rentable square feet of floor area of the Premises.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent 5.1 As-Is, Where-Is, With All Faults Condition. By reason of Landlord has made any representation or warranty with respect the operation of the forerunner of the Lessee Business on the Leased Premises prior to the Effective Date, Lessee is fully familiar with all physical and environmental conditions affecting the Leased Premises, Improvements and Equipment, as well as the Shared Facilities and Common Areas. The Leased Premises, as well as the Shared Facilities and Common Areas, shall be delivered, or made available by Lessor, and accepted by Lessee on the Effective Date in an “AS-IS, WHERE-IS, WITH ALL FAULTS” condition subject to Lessor’s express obligations hereunder, and the taking of possession of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessLeased Premises by Lessee shall be conclusive evidence thereof. Tenant Lessee acknowledges and agrees that (a) it is fully familiar with has inspected and accepts the condition of the Premises Leased Premises, Shared Facilities and agrees to take the same Common Areas in its condition an “as isAS-IS, WHERE-IS, WITH ALL FAULTS” as of the Execution Datecondition, and (b) Landlord shall except as expressly provided herein, Lessor has made no warranty, representation, promise, covenant, or agreement, expressed or implied, under current and Applicable Laws, with respect to Environmental Conditions or any other physical conditions at the Property or the Leased Premises or the merchantability or fitness for any particular purpose of the Leased Premises, the Improvements or the Equipment, (c) except as expressly provided herein, no representations as to the state of repair of the Leased Premises, Shared Facilities and Common Areas nor have no obligation any promises to alter, repair remodel or otherwise prepare improve the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Leased Premises, except with respect to payment of the TI Allowance Shared Facilities or Common Areas, been made by Lessor, and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (md) in broom clean condition and (n) with the existing base building heatingno event shall Lessor have any obligation for any defects, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systemspatent or latent, in each case serving the Leased Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallor any Shared Facilities or Common Areas or any limitation on their use, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; expressly provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofherein.

Condition of Premises. Tenant's taking possession of the Premises shall be conclusive evidence that the Premises were in good order and satisfactory condition when Tenant acknowledges that neither Landlord nor any agent took possession, subject to completion of Tenant's Punchlist (as hereinafter defined). No agreement of Landlord has made any representation to alter, remodel, decorate, clean or warranty with respect to improve the condition of the Premises, Premises or the Building (or the Project, to provide Tenant with any credit or with respect to the suitability of the Premises, the Building or the Project allowance for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with same), and no representation regarding the condition of the Premises and agrees to take or the same in its condition “as is” as of the Execution DateBuilding, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed been made by or on behalf of Landlord or relied upon by Tenant, except as stated in the Workletter attached hereto as Exhibit B or elsewhere in this Section 5. Tenant shall have the right within five (including 5) days after notice to Tenant to inspect the work performed by Landlord pursuant to the Workletter with Landlord's representative. If during such inspection Tenant Improvementsshall find that the work performed by Landlord pursuant to the Workletter is not in keeping with the terms thereof, Tenant shall provide Landlord with written notification of the defects in such work ("Tenant's Punchlist") or within such five (iv5) day period. Landlord shall diligently correct the items on Tenant's Punchlist within ten (10) business days of the date that Landlord receives Tenant's Punchlist. Tenant may, prior to the date that Landlord's work is substantially complete for Tenant's initial occupancy, and without being deemed to have accepted the Premises with Landlord's work substantially completed, place and install its personal property, furniture, furnishings, signs, equipment and trade fixtures ("Tenant Property") in any part of the Premises at Tenant's risk and expense, provided that (i) any of the placement of Tenant Property does not interfere or delay Landlord in completing its work in anticipation of Tenant's work in the Premises, in Landlord's sole opinion; (ii) Tenant acknowledges that the indemnities in this Lease accrue to the benefit of Landlord and the other event, circumstance or other factor arising or occurring after parties named herein upon the Term Commencement Date date of Tenant's entry into the Premises; and (siii) Landlord Tenant agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord provide evidence of all insurance required hereunder on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain its entry into the Premises as required a condition of Tenant's entry into the Premises. Landlord agrees to contribute an allowance of up to Two Hundred Ninety One Thousand Six Hundred and 00/100 Dollars ($291,600.00) (the "Allowance") for the reimbursement of the costs incurred by this Lease, Tenant to perform work to the Premises (iii"Tenant's Landlord Work"). Landlord shall pay the Allowance in three (3) any modifications, Alterations or improvements constructed by or on behalf equal installments of Tenant Ninety Seventy Thousand Two Hundred and 00/100 Dollars (including $97,200.00) each to Tenant's general contractor within twenty (20) days of Tenant's prior written request for such payment to the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after general contractor and Tenant's delivery of the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed following to have occurred Landlord for each installment as a result thereof.shown below:

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall Substantially Complete the Premises and agrees to take the prepare same in its condition “as is” as of the Execution Date, for occupancy by Xxxxxx and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) accordance with the existing base building heatingPlans, ventilating as set forth in Exhibit “B” attached hereto, and air conditioning system subject only to Tenant Delays and the existing base building electricalForce Majeure events listed herein, lighting and plumbing systemsLandlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in each case serving accordance with Exhibit X-x and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises (collectivelyare not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession right to be compensated by receiving a rent credit as of the Premises shall, except as otherwise agreed to Rent Commencement Date in writing by Landlord and Tenant, conclusively establish the amount of one thousand five hundred dollars ($1,500.00) for each day that the PremisesPremises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2009, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure remedy (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later other than the date (rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the “Shortfall Notice Deadline”) that is ninety (90) days after part of the Execution DateLandlord to provide occupancy as herein described shall not constitute a breach or default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by Xxxxxx, either direct or consequential. In Notwithstanding the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineforegoing, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of if Tenant, Tenant’s contractors or subcontractors, 's personnel shall occupy all or any part of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf for the conduct of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after its business prior to the Term Commencement Date and (s) Landlord agrees that as determined pursuant to the Delivery Shortfall referenced in preceding paragraph, such Shortfall Notice exists, then Landlord date of occupancy shall, at Landlord’s expense (for all intents and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in purposes of this Lease, Landlord be the Term Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s sole risk, shall not have any obligations or liabilities in connection interfere with (y) a Delivery Shortfall the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except to the extent payment of Rent. Landlord may designate which portion of the Premises shall be made available for these employees, provided such Delivery Shortfall space is identified reasonably sufficient for conduct of Tenant’s business by these employees. Upon such early occupancy by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after until the Term Commencement Date, and in any such caseXxxxxx agrees to pay its pro rata share of separately metered utilities to the Premises, no Delivery Shortfall which share shall be deemed based on the proportion of the rentable square feet of floor area designated by Landlord for Tenant’s use pursuant to have occurred as a result thereofthis subsection to the rentable square feet of floor area of the Premises.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to Landlord’s obligations for construction oversight pursuant to the Work Letter and payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall will deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating Building systems which Landlord is required to repair and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) maintain hereunder in good working order (“as of the Term Commencement Date, and in the event of a breach of the foregoing, as Tenant’s sole remedy, Landlord will cause such Building systems to be placed into good working order, at Landlord’s Delivery Obligation”cost; provided Tenant must notify Landlord of any breach of the foregoing within thirty (30) days after the Term Commencement Date or the Building systems will be deemed to have been delivered in good working order as of the Term Commencement Date (provided that as to the HVAC system only, the thirty (30) day period set forth herein will be extended to ninety (90) days after the Term Commencement Date). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any (a) Lessor makes no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises except as set forth in Subsection (c) below. Nonetheless, Lessor will be fully responsible for making all alterations and agrees repairs to take the same Premises and the Building at its cost, which shall not be included as Operating Expenses (as defined in its condition “as is” Section 4.2 of the Lease), (i) required to remove any and all asbestos containing materials ("ACM") discovered at any time to have existed in the Premises as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment Tender of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession Possession of the Premises to Tenant Lessee, (mii) in broom clean condition and resulting from or necessitated by the failure of the Building or the Premises to comply as of the date of Tender of Possession with the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq., as amended (nthe "ADA"), -- --- (iii) resulting from or necessitated by the failure of the Building, the Common Areas, or the Premises to comply (including compliance by reason of a prior existing condition) with all governmental regulations, ordinances, and laws existing as of the existing base building heatingdate of Tender of Possession, ventilating and air conditioning system and the existing base building electricalincluding, lighting and plumbing systemsbut not limited to, laws pertaining to Hazardous Materials ("Applicable Laws"), in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that make the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation site upon which the Building is situated (a “Delivery Shortfall”), then Tenant maythe "Site") suitable, as its sole and exclusive remedycurrently improved, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)for business offices; provided, furtherhowever, that any Shortfall Notice must alterations within the Premises required to comply with the ADA or other Applicable Laws which are imposed by ADA or other Applicable Laws by reason of Lessee's construction of the Tenant Improvements shall be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Dateresponsibility of Lessee. In the event that Landlord receives a Shortfall Notice on or before case of Hazardous Materials, the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall term "Applicable Laws" will be deemed to have occurred include any standards, guidances or other recommendations issued by nationally recognized authoritative governmental units or other bodies such as a result thereofthe United States Environmental Protection Agency, the United States or any relevant state, the Occupational Safety and Health Administration, the National Institutes of Health or the American Congress of Industrial Hygienists. Lessor's obligation to perform such work in accordance with Applicable Laws will be deemed to exist as of the date of Tender of Possession.

Condition of Premises. Tenant acknowledges that neither Landlord nor has inspected the Premises (and portions of the Building, Real Property, systems and equipment providing access to or serving the Premises) or has had an opportunity to do so, and agrees to accept the same "AS IS" without any agent agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, or regarding any other matter, unless expressly provided under this Lease. If Landlord has made expressly agreed to perform any representation or warranty with respect improvements to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that Premises under this Lease: (a) it is fully familiar with the condition such improvements shall consist of the Premises Landlord's building standard materials and agrees to take the same in its condition “as is” as of the Execution Datefinishes unless otherwise expressly provided, and (b) notwithstanding anything contained herein to the contrary, all furniture and equipment, if any, whether or not shown on any Exhibit hereto, shall be provided by Tenant at Tenant's sole cost and expense. If Landlord shall have no obligation has expressly agreed to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the PremisesPremises under this Lease, except with respect Landlord agrees to payment of use diligent, good faith efforts to substantially complete any such improvements to an extent that Tenant can reasonably occupy the TI Allowance Premises by the Lease Commencement Date set forth in Article 1, subject to Article 3 and the Furniture Allowanceother provisions of this Lease. Notwithstanding the foregoingIn such event, Tenant also agrees to use diligent, good faith efforts to cooperate, and to cause its space planners, architects, contractors, agents and employees to cooperate diligently and in good faith, with Landlord shall deliver possession of and any space planners, architects, contractors or other parties designated by Landlord, such that any such improvements to the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingcan be planned, ventilating and air conditioning system permits can be obtained, and the existing base building electrical, lighting and plumbing systems, work can be substantially completed by the Lease Commencement Date set forth in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateArticle 1. In the event that of any dispute as to whether any such improvements have been substantially completed, Landlord receives may refer the matter to Landlord's independent architect, whose decision shall be final and binding on the parties. Notwithstanding the foregoing or Article 3 or any other provision of this Lease to the contrary, if Tenant is currently occupying the Premises, whether pursuant to a Shortfall Notice on prior lease or before the Shortfall Notice Deadlineotherwise, and provided Landlord is required to perform any improvements to the Premises under this Lease, the parties hereby agree that, (r) the Delivery Shortfall was not caused by (or did not arise from) : (i) Landlord shall use commercially reasonable efforts to minimize any disruption to Tenant's occupancy of the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesPremises in connection therewith, (ii) Tenant’s failure Landlord shall seek to properly repair substantially complete the same by the Commencement Date set forth in Article 1, or maintain within a reasonable time thereafter, but shall not be required to incur overtime or pay premiums to perform such work before or after the Building Hours, and may require that Tenant cooperate in scheduling and staging the work within the Premises as required by this Lease(including cooperation in moving personnel, furniture and equipment or permitting Landlord to do so), and (iii) any modifications, Alterations or improvements constructed by or on behalf there shall be no postponement of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Lease Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation abatement of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred Rent as a result thereofof any such improvements, or delays in substantially completing the same, under any circumstances (Tenant hereby acknowledging that it could have arranged for such improvements through an independent contractor, subject to Landlord's approval, the other provisions of this Lease and such other documentation as Landlord may have required).

Condition of Premises. SUBJECT TO LANDLORD'S OBLIGATION TO DELIVER THE SERVICES SET FORTH IN SECTION 9, AND LANDLORD'S OBLIGATION TO ENSURE COMPLIANCE WITH THE ENVIRONMENTAL RESTRICTIONS PURSUANT TO SECTION 5.1.26, TENANT ACKNOWLEDGES THAT TENANT IS TAKING THE PREMISES IN ITS STRICTLY "AS-IS, WHERE-IS" CONDITION. LANDLORD DISCLAIMS ANY WARRANTY OF SUITABILITY OF THE PREMISES FOR USE BY TENANT. Tenant acknowledges that neither Landlord nor any agent of Landlord has not made any representation or warranty with respect warranty, express or implied, as to the condition of the Premises, the Building fitness of the Premises for any particular use, the exact floor area of the Premises (whether in rentable square feet, usable square feet, or some other measure), or the Projectlikelihood or ability of Tenant to obtain any required Authorizations. Subject to Landlord's obligation to deliver the services set forth in Section 9, or and Landlord's obligation to ensure compliance with respect the Environmental Restrictions pursuant to the suitability Section 5.1.26, no variations of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as from Tenant's expectations, nor any unfitness of the Execution DatePremises for any particular use (other than general office use) nor any inability or failure of Tenant to obtain the Authorizations, and (b) Landlord shall have no entitle Tenant to refuse to accept the Premises, or to quit, terminate, or surrender this Lease, nor relieve Tenant from the obligation to alterpay the Rent in full without offset or counterclaim, repair or otherwise from any of Tenant's other obligations under this Lease. The initial work to be performed by Tenant to prepare the Premises for Tenant’s 's occupancy or to pay for or construct any improvements to is set forth in the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.attached Exhibit F.

Condition of Premises. Tenant acknowledges and agrees that it currently occupies and is fully aware of the condition of, and shall continue to accept, the Existing Premises in its presently existing, “as-is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises. Tenant also acknowledges that it shall accept the Expansion Premises in its then existing, “as-is” condition as of the full execution and delivery of this Lease and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises. Tenant further acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Existing Premises, the Building Expansion Premises, or the Project, or Building with respect to the suitability of any of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same Notwithstanding anything set forth in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements this Section 6 to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingcontrary, Landlord shall deliver possession of the Expansion Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingmechanical, ventilating and air conditioning system and the existing base building electrical, lighting life safety, plumbing, sprinkler and plumbing systems, HVAC systems and equipment located in each case serving the internal core of the Building and supporting the Expansion Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking condition; provided, however, the commencement of possession of business operations from the Expansion Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively Tenant shall presumptively establish that the Premises, the Building such systems and the Project equipment were at such time in good, sanitary good condition except for matters related to such systems and satisfactory condition and repair and that equipment brought to Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation attention within ten (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after Tenant commences business operations from the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpansion Premises.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectSite or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Site, the Premises, the Leasehold Improvements therein, the Building and the Project were Common Areas are at such time complete and in good, sanitary and satisfactory condition and repair and that with all work required to be performed by Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails any, pursuant to satisfy Exhibit "F" ---------- completed and without any obligation on Landlord’s Delivery Obligation 's part to make any alterations, upgrades or improvements hereto, except for the repair of any latent defects in the Building or Premises (a “Delivery Shortfall”), then excluding any portion of the Premises constructed by Tenant) disclosed by Tenant may, as its sole and exclusive remedy, deliver specified in written notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date one (the “Shortfall Notice Deadline”1) that is ninety (90) days year after the Execution Commencement Date. In Landlord shall cause all latent defects so specified in Tenant's notice to be completed and/or repaired as soon as reasonably possible after Landlord's receipt thereof. Tenant further acknowledges and agrees to accept the event various start-up inconveniences that Landlord receives a Shortfall Notice on or before may be associated with the Shortfall Notice Deadlineuse of the Common Areas and other typical conditions incident to recently constructed office buildings, such as construction obstacles including scaffolding, delays in the use of freight elevator service, certain elevators not being available to Tenant, the passage of work crews using elevators, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofuneven air conditioning service.

Condition of Premises. Tenant acknowledges that and agrees that: (a) Tenant has inspected the Project, the Building and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Parking Area or any other portion of the Project, Project or with respect to the condition thereof or the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. Tenant acknowledges that , (ac) it is fully familiar with except as expressly provided in the condition of the Premises Work Letter Agreement and agrees to take the same in its condition “as is” as of the Execution DateSection 16.2 below, and (b) Landlord shall have no obligation to alter, repair remodel, improve, repair, decorate or otherwise prepare paint the Premises for Tenant’s occupancy or to pay for any part thereof, or construct any improvements to the Premises, except with respect to payment portion of the TI Allowance Building or Project and the Furniture Allowance. Notwithstanding the foregoing(d) except as expressly provided in this Lease, Landlord shall deliver possession of the Premises have no obligation to provide Tenant (m) with any allowance, rent credit or abatement in broom clean condition and (n) connection with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s entering into this Lease. The taking of possession of the Premises shallby Tenant shall conclusively establish that the Project, except as otherwise agreed the Building and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (other than the obligation to in writing complete punch list items), and the execution of this Lease by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Building, the Project and the Project Parking Area were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatat such time, except for latent defects, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing any. Without limiting the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenantforegoing, Tenant’s contractors or subcontractorsexecution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Building, or any the Parking Area and other portions of their respective employeesthe Project, agents or inviteessuch as certain construction obstacles (e.g., (ii) scaffolding), delays in use of freight elevator service, unavailability of certain elevators for Tenant’s failure use, uneven air-conditioning services and other typical conditions incident to properly repair recently constructed (or maintain the Premises as required by this Lease, (iiirecently modified) any modifications, Alterations or improvements constructed by or on behalf of office and laboratory/research and development buildings. Tenant (including the Tenant Improvementsfor itself and all other claiming through Tenant) or (ivhereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCalifornia Civil Code.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent After its inspections are completed, Buyer shall restore the Premises and personal property to their condition prior to Buyer's inspections. Buyer agrees to indemnify Seller for all claims or damages arising out of Landlord has made any representation Buyer's inspections, including, without limitation, claims for personal injury or warranty with respect to property damage, and including all costs and attorneys' fees. The obligations in this paragraph shall survive the condition of the Premises, the Building Closing or the Projecttermination of this Agreement for any reason, including without limitation pursuant to section 4, 9, or with respect 14 hereof. Except for breaches of express warranties set forth in this Agreement or in any of Seller's Closing Documents, Buyer hereby releases Seller and its agents, representatives, and employees from any and all claims, demands, and causes of action, past, present, and future, that Buyer may have relating to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (ai) it is fully familiar with the condition of the Premises and agrees the personal property at any time, before or after the Date of Closing, including, without limitation, the presence of any hazardous substance, or (ii) any other matter pertaining to take the same Premises or the personal property. This release shall not apply to any action brought by a governmental entity or a third party, without the instigation of Buyer, in which action Buyer may file a third-party or similar claim against Seller. This release shall survive the Closing or the termination of this Agreement for any reason. Seller shall deliver possession to Buyer, subject to the matters set forth in section 7(a)(1) hereof, not later than the Date of Closing, provided that all the terms and conditions of this Agreement have been complied with. Seller until the Date of Closing shall maintain, repair (subject to section 9 hereof), manage, and operate the Premises in a businesslike manner in accordance with Seller's prior practices; shall comply with its condition “contractual obligations as is” owner of the Premises; shall maintain the types and amounts of insurance that are in force on the date of execution hereof; shall not enter into any new leases or other contracts that will be binding Buyer after Closing without the prior express written consent of Buyer; and shall not dissipate the Premises or remove any material property therefrom, except in the ordinary course of business. Seller's agreement with the on-site property manager shall be terminated as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment Date of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofClosing.

Condition of Premises. a. Tenant is currently in possession of the Original Premises and acknowledges that neither Landlord nor shall not be obligated to refurbish or improve the Original Premises or to otherwise fund improvements for the Original Premises in any agent of manner whatsoever in conjunction with the Extended Term, and except as otherwise provided herein with respect to the Suite B Allowance (as defined below), Tenant hereby accepts the Original Premises in its “AS-IS” condition. Except as otherwise provided herein with respect to the Expansion Space Allowance (as defined below), and provided Landlord has made delivers the Expansion Space to Tenant on the Turnover Date as provided in Exhibit B with the building shell heating, ventilation and air-conditioning systems and all other Building Systems in good operating order and condition, Tenant hereby agrees that Tenant shall accept the Expansion Space in its then “AS-IS” condition on delivery by Landlord, without any representation or warranty with respect as to the their condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking acceptance of possession of the Premises shall, except as otherwise agreed to in writing Expansion Space by Landlord and Tenant, conclusively Tenant shall establish that the Premises, the Building and the Project were Expansion Space is at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord completed. Without limiting the foregoing, Tenant agrees that Tenant shall be responsible for removal and that Landlord’s Delivery Obligation was satisfied; provided thatlawful disposition of any and all furniture, if Landlord fails fixtures and personal property currently present in the Expansion Space unless Tenant desires to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice retain any of such failure property for its own use on an “as-is”, “where is” basis without any representation or warranty from Landlord. In consideration for Tenant’s right to use and/or dispose of such property, Tenant shall pay to Landlord detailing upon execution of this Amendment, the nature sum of such failure Three Thousand Five Hundred Dollars (a “Shortfall Notice”$3,500.00); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant’s occupancy of the Premises under this Lease shall constitute Tenant’s agreement that, except as otherwise provided in this Section 1.2(c), Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of accepts the Premises, including, without limitation, all Base Building Systems serving and located in the Building Premises (including standard ceiling, lighting, electrical outlets, and HVAC) in its AS IS, WHERE IS condition, and as being in good condition and repair as of the Commencement Date and that, except as otherwise provided in this Section 1.2(c), Tenant waives any and all latent and patent defects therein. Tenant acknowledges that, except to the extent provided in Section 9.5(c)), Landlord has no obligation to make or pay for any improvements in or to the ProjectPremises, and/or to repair any condition existing in the Premises. Without limiting the generality of the foregoing, no representation or warranty, express or implied, has been made by Landlord or any Landlord Party with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges particular use, or any other conditions that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for may affect Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment use and enjoyment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building or the Project. No construction conducted on, and/or development of, any adjoining property, whether or not performed or developed under the direction of Landlord or other persons, including any attendant noise and dust associated with such activity, shall affect the obligations of Tenant under this Lease or constitute a constructive eviction or a breach of the covenant of quiet enjoyment. No rights to any view or to light or air over any other portion of the Project were at such time in goodor any other property, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure whether belonging to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action person, are granted to Tenant by this Lease or omission of Tenant, are deemed an appurtenance to Tenant’s contractors or subcontractors, or any use and/or occupancy of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery ShortfallPremises. Notwithstanding anything to the contrary in this Section 1.2(c), if and to the extent the Existing Tenant has, prior to the Commencement Date provided written notice to Landlord of a condition in the Premises that Landlord is required to repair under the terms of the Existing Lease, nothing in this Section 1.2(c) shall constitute a waiver by Tenant under this Lease of the right to require Landlord to correct or to repair such condition to the extent required under the terms of this Lease. Subject to the enforcement of the foregoing covenant, Landlord shall not have any obligations or liabilities in connection with (y) no liability to Tenant, and Tenant shall have no remedy, for a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure breach of the Existing Building Systems foregoing covenant, and no such violation shall operate to be in good working order arising from otherwise delay the Commencement Date or in connection with (i) otherwise affect the misuse, misconduct, damage, destruction, negligence and/or any other action or omission validity of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation Except to the extent otherwise set forth herein, Sublandlord makes no representations or warranty with respect warranties to Subtenant regarding the condition of the Premises, including the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the structural condition of the Premises and agrees to take or the same in its condition “as is” as of the Execution Datemechanical, electrical, and (b) Landlord shall have no obligation to alter, repair other systems on or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyor the Building. By signing this Sublease, Subtenant acknowledges that it has had adequate opportunity to investigate the “Existing Building Systems”) in good working order (“LandlordPremises and the Building, acknowledges responsibility for making any corrections, alterations and repairs to the Premises other than Sublandlord’s Delivery Obligation”). Tenant’s taking Multi-Tenant Lease Triple Net Page 5 [***] Indicates portions of possession this exhibit that have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Premises shallSecurities Exchange Act of 1934, except as otherwise agreed to in writing by Landlord amended. Work, and Tenant, conclusively establish acknowledges that the Premisestime needed to complete any such items, other than Sublandlord’s Work, shall not delay the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Commencement Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in elsewhere herein, Sublandlord represents to Subtenant that (i) Sublandlord has the authority to enter into this Lease, Landlord shall not have any obligations or liabilities in connection with Sublease and its execution and delivery by Sublandlord has been duly authorized; (yii) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation best of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Sublandlord’s knowledge as of the Existing Commencement Date, the Premises, all Common Areas at the Building, all electrical, HVAC, mechanical, plumbing, and fire/life safety systems in the Building (the “Buildings Systems”) will comply with applicable laws, codes, and ordinances; (iii) to the best of Sublandlord’s knowledge all Building Systems to are, or will be on the Commencement Date, in reasonably good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcondition.

Condition of Premises. Except as otherwise agreed to in writing, Tenant’s taking possession of the Premises shall be presumptive evidence against Tenant acknowledges that neither the Premises were in good order and satisfactory condition when Tenant took possession. Landlord nor shall notify Tenant at least five (5) Business Days prior to the anticipated date of final inspections from the applicable governmental authority having jurisdiction and within the next five (5) Business Days, Landlord and Tenant shall, collectively, conduct a “walk-through” of the Premises and shall simultaneously prepare a “punch-list” of items to be completed or corrected in the Premises. Landlord shall complete or correct any agent such punch-list items within thirty (30) days of the Commencement Date. Landlord has and Landlord’s agents and representatives have made any representation no representations or warranty promises with respect to the condition of the Premises, the Building or the ProjectProperty and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. At the termination of this Lease, by lapse of time or otherwise, Tenant shall remove all Tenant’s property, including but not limited to, trade fixtures, all of Tenant’s improvements in the Storage Space that are not consistent with respect to the suitability of a standard office build-out, such as shelving and racks, and all wiring and cabling, from the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of and shall return the Premises broom-clean and agrees to take in as good a condition as when Tenant took possession or as the same in its condition “as is” as of the Execution Datemay thereafter have been put by Landlord, except for ordinary wear, loss by fire or other casualty, and (b) repairs that Landlord shall have no obligation is required to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancemake under this Lease. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to If Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as remove any or all of its sole and exclusive remedy, deliver notice property upon termination of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord may remove the same at Tenant’s sole cost, and Tenant shall not have any obligations or liabilities pay Landlord on demand all reasonable costs incurred in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftherewith.

Condition of Premises. Tenant acknowledges that that, except as set forth in this Section, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession performance of the Premises to Tenant Landlord Improvements (m) as defined in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”Work Letter). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, and without limiting the obligations of Landlord described in Article 18, and subject to the remaining provisions of this Section, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. Notwithstanding the foregoing, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s its sole cost and expense and in accordance with Exhibit B, construct and deliver the following improvements consistent with improvements to other multi-tenant buildings in the Project, to the Building Common Area, in order to support multi-tenanting the Building: (m) a common lobby on the first (1st) floor of the Building, (n) lobby and suite directional signage, (o) utility meters for the Building Common Area and (p) a service elevator. As of the Term Commencement Date, (y) the Building Common Area shall be compliance with all Applicable Laws, including the ADA, and (z) all base Building systems set forth on Exhibit L attached hereto shall be in good working order and condition. In addition, Landlord shall, at its sole cost and expense (and not as an Operating Expense), promptly remedy perform the Delivery Shortfall. Notwithstanding anything to repairs identified in Exhibit N. In the contrary in this Lease, event any base Building systems set forth on Exhibit L require replacement (as reasonably determined by Landlord shall not have any obligations or liabilities in connection with and for reasons other than those caused by Tenant) during the initial twelve (y12) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure months of the Existing Term, Landlord, at its sole cost and expense (and not as an Operating Expense), shall make such replacements (provided, however, that any ordinary repair and maintenance costs of such base Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall systems shall be deemed to have occurred included as a result thereofan Operating Expense).

Condition of Premises. Tenant hereby agrees that except as provided in Section 1 of the Tenant Work Letter, Article 7 above, and as otherwise expressly provided in this Lease, the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Except as expressly provided in this Lease, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, Tenant Work Letter) may be collectively referred to herein as the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Tenant Improvements.” The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition, sanitary and satisfactory condition and repair and that subject to Landlord’s Delivery Obligation was satisfied; provided thatobligations (a) expressly set forth in the Tenant Work Letter, if Landlord fails (b) to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, correct any latent defects as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”set forth in Section 30(bb) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinebelow, and provided that, (rc) to make repairs to the Delivery Shortfall was not caused by (or did not arise fromProject as set forth in Section 9(a) (i) the misuse, misconduct, damage, destruction, negligence and/or below. Tenant hereby waives any other action or omission provision of Tenant, Tenant’s contractors or subcontractors, or any law which would otherwise permit Tenant to make repairs required of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by Landlord under this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it Tenant is fully currently occupying the Premises, is familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, subject to the provisions of this Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the Furniture Allowance. Notwithstanding the foregoing, improvements to be performed by Landlord shall deliver possession of the Premises to Tenant (m) as more particularly described in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order Exhibit C attached hereto (“Landlord’s Delivery ObligationWork”). TenantThe Landlord’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord Work shall be completed at Landlord’s sole cost and Tenant, conclusively establish that the Premises, the Building expense and the Project were at such time in good, sanitary and satisfactory condition and repair and that costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Delivery Obligation was satisfiedWork no later than December 31, 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord fails to satisfy does not complete Landlord’s Delivery Obligation (a “Delivery Shortfall”)Work prior to such date for any reason, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must x) this Lease shall not be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on void or before the Shortfall Notice Deadline, and provided thatvoidable, (ry) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be liable to Tenant for any obligations loss or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline damage resulting therefrom and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Tenant shall receive one day of abatement of Base Rent and Operating Expenses to be applied starting with the sixth (6th) month of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuseTerm for every day after December 31, misconduct2011, damage, destruction, negligence and/or any other action or omission of Tenant, Tenantthat Landlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork is not complete.

Condition of Premises. (i) Tenant agrees that Tenant is familiar with the condition of both the Premises and the Property, and Tenant hereby accepts the foregoing on an "AS-IS," "WHERE-IS" basis. Tenant acknowledges that neither Landlord Landlord, nor any agent representative of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building foregoing or the Project, or with respect to the suitability of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business's intended use. Tenant acknowledges represents and warrants that Tenant has made its own inspection of the foregoing. Landlord shall not be obligated to make any repairs, replacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in consideration of, this Lease, except (a) it is fully familiar with the condition of the Premises as set forth in Sections 13.2 and agrees to take the same in its condition “as is” as of the Execution Date, 18 and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment all (if any) repairs and improvements expressly and specifically described in Exhibit B attached hereto ("Landlord Work Items"). Landlord agrees to make reasonable efforts to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if any, issued in connection with any of the TI Allowance Landlord Work Items. (ii) Anything hereinabove contained to the contrary, it is expressly understood and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, Landlord's construction obligation shall be limited to the Building and the Project were at such time Landlord Work Items hereinabove set forth in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Section 5.1(i), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that any changes or additions are required to the work to be performed by Landlord receives a Shortfall Notice on (including any modification to the fire suppression system serving the Premises) by any governmental or before quasi-governmental entity having jurisdiction over the Shortfall Notice DeadlineTenant or its use and occupancy of the Premises, any such changes or additions shall be performed by the Landlord at the Tenant's sole cost and provided thatexpense. In addition, (r) in the Delivery Shortfall was not caused by (event that the performance of any such changes or did not arise from) (i) additions shall delay the misuseCommencement Date hereunder, misconduct, damage, destruction, negligence and/or any other action or omission the Commencement Date shall be established as of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the date that the Premises as required would otherwise have been substantially completed by this Leasethe Landlord, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in but for such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything additional requirements which are applicable to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.. 5.2

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees agrees, subject to the completion of the Tenant Improvements, to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment for performance of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Improvements. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Tenant Improvements are Substantially Complete, and the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)except for punchlist items, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by to which Tenant in a Shortfall Notice delivered to shall have given Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation notice of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or any Punch List Items not later than two (z2) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring weeks after the Term Commencement Date, and in any such case, no Delivery Shortfall Tenant shall be deemed conclusively to have occurred approved the completion of the Tenant Improvements and Tenant shall have no claim that Landlord has failed to perform any of the Tenant Improvements. Notwithstanding the foregoing, Landlord shall complete certain base building improvements (Landlord’s Base Building Work) in accordance with Exhibit D attached hereto. For the avoidance of doubt, the substantial completion of Landlord’s Base Building Work shall not be required as a result thereofcondition to the Term Commencement Date, but Landlord will use commercially reasonable efforts to substantially complete the Landlord’s Base Building Work by December 31, 2021, provided, however, that if there is a delay in the substantial completion of the Landlord’s Base Building Work for any reason Landlord, and its agents, partners or employees, shall not have any liability to Tenant in connection with such delay, nor shall the Lease be affected in any way.

Condition of Premises. Except as specifically set forth in this Lease (including without limitation the Work Letter Agreement), upon Substantial Completion of the Tenant Improvements, Tenant agrees to accept Premises in its “as-is” condition as of the date thereof (except for punch list items). Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease (including without limitation the Work Letter Agreement), neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Site or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesProject, the Site, the Premises (including the Tenant Improvements therein), the Building and the Project Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation upgrades or improvements thereto except for punch list items as described above and except as expressly set forth in this Lease (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing including the nature of such failure (a “Shortfall Notice”Work Letter Agreement); provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than in the event that, as of the Commencement Date, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit “C”), the Common Areas and/or the Premises (including without limitation the Tenant Improvements and Landlord’s Work) in their respective conditions existing as of such date without regard to Tenants use of the Premises for general office purposes, and based solely on an unoccupied basis, (A) do not comply with applicable laws (including without limitation the Americans with Disabilities Act (the “Shortfall Notice DeadlineADA”)) that is ninety (90) days after in effect as of the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) Commencement Date or (ivB) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existscontains latent defects, then Landlord shallshall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 hereof), for correcting any such non-compliance to the extent and as and when required by applicable laws and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. In addition, any code compliance or ADA modifications that are expressly required by any governmental entity to be performed by Landlord inside or outside of the Premises in connection with Landlord’s construction of the Tenant Improvements shall be at Landlord’s sole cost and expense (and not as an included in Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpenses.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, during the first twelve (12) months of the initial Lease Term, the Base, Shell and Core of the Building and all Base Building Work (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant's use of the Premises, contains defects or does not comply with the Requirements in effect at the time of Landlord's construction of the same (unless such defect or non-compliance arises out of any Alterations or Tenant's use of the Premises), then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise expressly permitted in Section 4.2 hereof), for correcting any such non-compliance or defects as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that with respect to latent defects, if Tenant fails to give Landlord written notice of any such defects within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant's responsibility at Tenant's sole cost and expense. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises 's business and agrees any Requirements which apply to take the same (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyWork Letter, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that Landlord’s Delivery Obligation was satisfied; the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors 's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by any Requirements now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsRequirements, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or Effective Date; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the "CASp Reports") the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement DateRequirements to correct such violations, and in any Tenant shall reimburse Landlord for the cost of such caseimprovements, no Delivery Shortfall shall be deemed to have occurred as a result thereofalterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from Landlord.

Condition of Premises. Tenant hereby agrees that, except as otherwise provided herein and in the Tenant Work Letter attached hereto as Exhibit "D", the Premises shall be taken "as is", "with all faults", "without any representations or warranties", and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation Initials: /s/ KM -------- -9- /s/ VC -------- representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. 's business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition “as is” decision to enter into this Lease and let the Premises in an "As Is" condition. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation together with the improvement work to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements be performed pursuant to the PremisesTenant Work Letter, except with respect may be collectively referred to payment of herein as the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to "Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Improvements." The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; but subject to payment by and/or reimbursement from Tenant as otherwise provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) herein: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Project pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Project, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise and (iii) to comply with any modificationsfederal, Alterations state or improvements constructed by local law, rule or on behalf of order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant (including the as possible, but in no event shall Tenant Improvements) be permitted to withhold or (iv) any other event, circumstance reduce Basic Rental or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations.

Condition of Premises. Tenant acknowledges that that, except as expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Site or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Except as otherwise set forth in this Lease, Tenant acknowledges that (a) accepts the Premises “as is”, Tenant having the opportunity to have made all investigations and tests it is fully familiar with has deemed necessary or desirable in order to establish to its own complete satisfaction the condition of the Premises. Tenant accepts the Premises and agrees to take the same in its their condition “as is” existing as of the Execution Commencement Date, subject to all applicable zoning, municipal, county and (b) Landlord shall have no obligation to alterstate laws, repair or otherwise prepare ordinances, and regulations governing and regulating the use of the Premises for Tenant’s occupancy and any covenants or to pay for or construct any improvements restrictions of record. Notwithstanding anything set forth in this Section 11.1 to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingcontrary, Landlord shall deliver possession of the Premises to Tenant in good order and repair, vacant and broom swept, and with all Building Systems (mas defined below) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working operating order (“Landlord’s Delivery Obligation”)and repair. Tenant’s taking of possession of Landlord warrants that the Building Systems serving the Premises shall, except as otherwise agreed to shall be in writing by Landlord good operating order and Tenant, conclusively establish that repair during the six (6) month period after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022, Landlord shall make such necessary repairs to the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, System at Landlord’s expense (and not as an sole cost without the inclusion of such costs in Operating Expense)Expenses, promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, provided that Tenant has notified Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing need to repair such Building System within six (6) months after the earlier of Tenant commences its regular business operations in the Premises, or March 31, 2022 Commencement Date. As used herein, the term “Building Systems” shall mean the plumbing, sewer, drainage, electrical, fire protection, life safety security systems and equipment, existing heating, ventilation and air-conditioning systems, and all other mechanical and electrical systems and equipment serving the Building as they exist as of the Commencement Date (excluding only existing clean rooms, existing labs and any Building Systems to be in good working order arising from or in connection with that exclusively serve the existing clean rooms and existing labs) and any Tenant Changes (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofdefined below).

Condition of Premises. Tenant BUYER ACKNOWLEDGES THAT THE ACQUISITION OF THE PREMISES BY BUYER IS ON A STRICTLY “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, AND WITHOUT RECOURSE TO SELLER OR ANY AFFILIATE THEREOF, ALL EXCEPT AS EXPRESSLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL MATTERS, PHYSICAL CONDITIONS, GEOLOGICAL CONDITIONS, DRAINAGE ISSUES, SOIL CONDITIONS, ZONING, THE AVAILABILITY OF UTILITIES, VALUE, COMPLIANCE WITH PLANS AND SPECIFICATIONS, DESIGN, USE, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Except as herein expressly provided, Buyer shall be obligated to purchase the Premises notwithstanding any casualty or taking with respect thereto. In addition, Buyer hereby acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty Tenant’s obligations with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of insurance coverage regarding the Premises are set forth in the Lease, 4 and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have neither Tenant nor Seller has no obligation to alterprovide any additional or different coverage; if Buyer requires additional or different coverage, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall coverage shall be deemed to have occurred as a result thereofthe sole responsibility of Buyer. The provisions of this Section 8 shall survive Closing.

Condition of Premises. The Fourth Amendment Premises shall be leased to Tenant acknowledges that neither as of, and Landlord nor any agent shall deliver possession of Landlord has made any representation or warranty with respect to the condition each component of the PremisesFourth Amendment Premises to Tenant on, the Building or applicable Commencement Date in the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that following condition: (a) it is fully familiar the same shall be in broom clean condition and free of all tenants and/or occupants and their personal property, (b) the mechanical, electrical and plumbing systems (both the base building systems and the systems located within the respective spaces) serving the Former Addgene Space and the Former OmniGuide Space, (collectively, the “MEP Systems”), shall be in good working order, (c) decommissioning reports from the existing tenants of each of the Former Addgene Space and the Former OmniGuide Space shall have been delivered to Tenant in advance of the Former Addgene Space Commencement Date and the Former OmniGuide Space Commencement Date, respectively, evidencing that each of the Former Addgene Space and the Former OmniGuide Space, as applicable, have been decommissioned in accordance with applicable laws, and (d) Landlord shall deliver the Former OmniGuide Space and the Equipment Room with the condition of Landlord’s work set forth on Exhibit G hereof completed. The Fourth Amendment Premises shall otherwise be leased to Tenant as of, and Landlord shall deliver possession thereof to Tenant on, the Premises and agrees to take the same applicable Commencement Date in its condition “as is” condition as of the Execution Date, and (b) date of this Amendment without any further obligation on the part of Landlord shall have no obligation to alter, repair perform any construction therein or otherwise to prepare the Premises same for Tenant’s occupancy or to pay for or construct any improvements to the Premisesallowances therefor, except with respect to for the payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Fourth Amendment Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except Contribution as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofset forth below.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition as of the date hereof; provided, however, that Landlord, at Landlord’s sole cost and expense on or before that date which is sixty (60) days after the full execution and delivery of this Lease by Landlord and Tenant, shall repair one (1) of the HVAC chillers serving the Building (in accordance with the proposal from Pacific Rim Mechanical furnished to Tenant prior to the execution of this Lease) and shall have the elevators in the Building recertified. Notwithstanding anything to the contrary in this Lease, in the event that, as of the date of execution of this Lease, the Project and each portion thereof, including without limitation the Building Systems (as defined in Article 7 of this Lease), in their condition existing as of such date without regard to any of the Tenant Improvements, alterations or other improvements to be constructed or installed by or on behalf of Tenant in the Premises, are not in good working order, good condition and repair with no material deferred maintenance or, except with respect to the interior of the Building, is not in compliance with applicable laws (without regard to any of the Tenant Improvements, alterations or other improvements to be constructed or installed by or on behalf of Tenant in the Building), then Landlord shall be responsible, at its sole cost and expense which shall not be included as part of Additional Rent, for correcting any such matters as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of such matters within one hundred eighty (180) days after the date hereof, then the correction of any such matters shall, except for latent defects in the Building which could not have been reasonably discoverable by Tenant if Tenant had performed a diligent inspection of the Building during such one hundred eighty (180)-day period, in which case such one hundred eighty (180)-day period shall be deemed extended until that date which is one hundred eighty (180) days after the Lease Commencement Date, be Tenant’s responsibility at Tenant’s sole cost and expense. Tenant shall be responsible for all compliance with law costs with respect to the interior of the Building. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, Premises (including the Building and the Project other improvements in the Project) were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises to the extent permitted by applicable laws now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsapplicable laws, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or date hereof; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the “CASp Reports”) the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant’s receipt thereof; and (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises as required to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCASp inspection.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Project, the Premises, the Tenant improvements therein, the Building and the Project Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfallthereto. Notwithstanding anything to the contrary in Section 11.1 or this LeaseSection 11.2, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure as of the Existing Building Systems to Commencement Date (i) all plumbing, electrical, HVAC and mechanical systems in the Premises shall be in good working order arising from or (with the exception of failures to such systems caused by Tenant and the repairs needed to the HVAC system identified in connection with (i) the misuseDue Diligence Report dated December 11, misconduct1996 prepared by Weather Engineering, damage, destruction, negligence and/or any other action or omission the responsibility of Tenant, which will be Tenant’s contractors or subcontractorsat its cost and expense, or any of their respective employeesbut with respect to the HVAC repairs, agents or invitees, subject to reimbursement by Landlord from the Construction Allowance) and (ii) Tenant’s failure the Common Areas shall comply with Title III of the Americans with Disabilities Act of 1990 (the “Act”) and all other laws applicable thereto (but without regard to properly repair or maintain the Tenant Improvements, for which Tenant shall be responsible to ensure compliance with the Act and all other laws applicable thereto). In the event it is determined that the condition of the Premises or Common Areas is not as required by this Section 11.2, then it shall be the obligation of Landlord, after written notice from Tenant, to promptly, at Landlord’s sole cost and expense, rectify any such condition, In the event Tenant does not give Landlord written notice that any of the plumbing, electrical, HVAC or mechanical systems are not in good working order within eighteen (18) days from the Commencement Date, the correction of same shall be the responsibility of Tenant at Tenant’s cost. Landlord warrants that: (i) as of the date hereof and as of the Commencement Date Landlord has no actual knowledge of any material defects in the Premises or Building which could reasonably be expected by Landlord to unreasonably interfere with Tenant’s use and enjoyment of the Premises (however, this warranty shall not apply to defects caused by Tenant); (ii) as of the date hereof, Landlord is the fee owner of the Premises and has the right and authority to lease the Premises to Tenant on the terms and conditions set forth in the Lease, ; and (iii) any modifications, Alterations or improvements constructed by or on behalf as of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, or as soon thereafter as is reasonably practicable, Landlord shall complete its currently planned improvements to the exterior of the Building. As the exclusive remedy for a breach of the foregoing warranties, Landlord shall, promptly following written notice thereof from Tenant, correct any violation of the foregoing warranties at Landlord’s sole cost and expense. Subject to the foregoing warranties, by entry upon the Premises, Tenant agrees to accept the Premises in any such casetheir “as is” condition. Notwithstanding the foregoing, no Delivery Shortfall shall Tenant acknowledges that certain repairs to the Premises are needed due to vandalism, and that Tenant will be deemed responsible for the repair of same, subject to have occurred as a result thereofreimbursement by Landlord from the Construction Allowance.

Condition of Premises. (a) Tenant acknowledges that neither Landlord nor any agent of Landlord has made any accepts the Premises “AS IS” without representation or warranty with respect to the condition by Landlord of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessany kind. Tenant acknowledges that (a) it is fully familiar with shall be responsible for constructing the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any interior improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving within the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery ObligationTenant Improvements”). The Tenant Improvements may include installing loading dock access directly to the Premises subject to the terms and conditions of this Exhibit, including, without limitation, Landlord’s approval of the CD’s therefor and compliance with all Laws. If Tenant does not install a loading dock as part of the Tenant Improvements, Tenant may install the loading dock in the future subject to the terms and conditions of the Lease regarding alterations. Tenant’s taking of possession proposed architect/engineer, construction contractor, and mechanical, electric and plumbing subcontractors are subject to Landlord’s prior approval, which approval shall not be unreasonably withheld or delayed. Promptly following the selection and approval of the Premises shallarchitect/engineer, except as otherwise agreed Tenant shall forward to in writing by said architect/engineer (and copy Landlord and on the transmittal) Landlord’s building standards heretofore delivered to Tenant, conclusively establish that and Tenant shall cause said architect/engineer to comply with said building standards. Promptly following the Premisesselection and approval of the contractor, Tenant shall forward to said contractor (and copy Landlord on the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that transmittal) Landlord’s Delivery Obligation was satisfied; provided thatmechanical, if Landlord fails to satisfy electrical and plumbing specifications and Landlord’s Delivery Obligation (a “Delivery Shortfall”)rules of conduct, then all of which have been delivered to Tenant may, as its sole and exclusive remedy, deliver notice of such failure prior to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modificationsand Tenant shall cause said contractor to comply with said specifications and rules of conduct. At Landlord’s request, Alterations or improvements constructed by or on behalf Tenant shall coordinate a meeting among Landlord, Tenant and Tenant’s contractor to discuss the Building systems and other matters related to the construction of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as expressly set forth in this Section 2.3., Tenant hereby acknowledges agrees that the Premises shall be taken “as is” as of the Commencement Date, “without any representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant further agrees that no tenant improvements are to be made by Landlord under this Lease except as expressly set forth herein. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition “as is” as of the Execution Date, decision to enter into this Lease and (b) Landlord shall have no obligation to alter, repair or otherwise prepare let the Premises for Tenant’s occupancy or to pay for or construct any improvements to in the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceabove-described condition. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory and good condition. Notwithstanding the foregoing, sanitary Landlord shall (i) build one (1) conference room and satisfactory condition two offices in the initial Premises and repair and (ii) demise the small conference room in the initial Premises into two offices (“Landlord’s Work”). “Substantial Completion” of Landlord’s Work shall be defined as the date upon which Landlord determines that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Work has been substantially completed. If there shall be a delay or there are delays in the Substantial Completion of Landlord’s Delivery Obligation Work, as a direct, indirect, partial, or total result of any act or omission of Tenant or any of its employees, managers, officers, directors, agents, contractors or invitees (a “Delivery ShortfallTenant Delay”), then Tenant maythen, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding notwithstanding anything to the contrary set forth in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Lease and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure regardless of the Existing Building Systems to be in good working order arising from or in connection with (i) actual date of the misuseSubstantial Completion of Landlord’s Work, misconduct, damage, destruction, negligence and/or any other action or omission the date of Tenant, TenantSubstantial Completion of Landlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Work shall be deemed to be the date the Substantial Completion of Landlord’s Work would have occurred as a result thereofif no Tenant Delay had occurred. Absent any Tenant Delay, Substantial Completion shall occur not later than the Commencement Date.

Condition of Premises. Landlord represents to Tenant that, on the date on which Landlord delivers the Premises to Tenant with the Tenant Improvements Substantially Complete, all base building systems within the Premises, including the HVAC (as hereinafter defined), electrical, life safety and plumbing systems, shall be in good working order (provided that the sole remedy for any breach of the foregoing representation shall be that Landlord shall repair or remedy the violation of the foregoing representation at its sole cost, provided that Landlord may include the costs thereof in Operating Expenses or Laboratory Support Expenses to the extent that Landlord is permitted to do so under Article 9 below, and Tenant shall not be entitled to any monetary damages for any breach of such representation). Except as set forth in the immediately foregoing sentence, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment for performance of the TI Allowance Tenant Improvements and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Work. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. As of the Commencement Date, the Premises will be delivered to Tenant with all dock doors and building systems (including, but not limited to, heating, air conditioning, and ventilation, mechanical, electrical, and plumbing systems) in good working order. Tenant acknowledges that that, except as expressly stated herein, neither Landlord nor Agent, nor any agent representative of Landlord Landlord, has made any representation or warranty with respect as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as Property or the suitability of the Execution Date, Premises and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises Property for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance intended use. Tenant represents and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession warrants that Tenant has made its own inspection of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electricalProperty. Neither Landlord nor Agent shall be obligated to make any repairs, lighting and plumbing systemsreplacements or improvements (whether structural or otherwise) of any kind or nature to the foregoing in connection with, or in each case serving the Premises (collectivelyconsideration of, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallthis Lease, except as otherwise agreed to expressly and specifically set forth in writing by Landlord and Tenantthis Lease, conclusively establish that the Premisesincluding, the Building and the Project were at such time in goodbut not limited to, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided Exhibit B, it being understood that, if Landlord fails has agreed to satisfy perform any tenant improvements in or to the Premises in consideration of Tenant’s entry into this Lease (collectively, “Landlord’s Delivery Obligation (a “Delivery ShortfallWork”), then Tenant may, as its sole and exclusive remedy, deliver notice all of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Work shall be deemed to have occurred as a result thereofdescribed on Exhibit B. EXCEPT AS IS OTHERWISE EXPRESSLY SET FORTH HEREIN OR SPECIFICALLY DESCRIBED ON EXHIBIT B ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE, TENANT ACCEPTS THE PROPERTY, INCLUDING, BUT NOT LIMITED TO THE PREMISES, IN ITS PRESENT “AS IS” AND “WHERE IS” CONDITION AND LANDLORD DOES NOT BY THE EXECUTION OF THIS LEASE OR OTHERWISE MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR ANY NATURE WHATSOEVER, WITH RESPECT TO THE PREMISES HEREBY DEMISED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. IN EXPANSION OF, AND NOT IN LIMITATION OF THE FOREGOING, TENANT ACKNOWLEDGES THAT THE SQUARE FOOTAGE OF THE PREMISES AND THE COMPLEX SET FORTH IN SECTION 1.4 IS AN ESTIMATE AND TENANT’S OBLIGATION TO PAY BASE RENT, ADDITIONAL RENT OR OTHER AMOUNTS UNDER THIS LEASE WILL NOT IN ANY WAY BE IMPACTED OR MODIFIED IF THE ACTUAL SQUARE FOOTAGE OF THE PREMISES OR THE COMPLEX IS LESS THAN OR MORE THAN INDICATED. EXCEPT AS OTHERWISE SET FORTH HEREIN REGARDING ADA COMPLIANCE, LANDLORD MAKES NO EXPRESS OR IMPLIED WARRANTY OF HABITABILITY OR FITNESS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PREMISES OR IMPROVEMENTS, FOR ANY PURPOSE, OR AS TO THE MERCHANTABILITY, TITLE, VALUE, QUALITY, CONDITION OR SALABILITY OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO THE PREMISES OR IMPROVEMENTS, AND SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.

Condition of Premises. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Site or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Project, the Site, the Premises, the Leasehold Improvements therein, the Building and the Project Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair and that with all work required to be performed by Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails any, pursuant to satisfy Exhibit "D" completed and without any obligation on Landlord’s Delivery Obligation 's part to make any alterations, upgrades or improvements thereto, except as provided in Exhibit "D" and the repair of any latent defects in the Building or Premises (a “Delivery Shortfall”), then excluding any portion of the Premises constructed by Tenant) disclosed by Tenant may, as its sole and exclusive remedy, deliver specified in written notice of such failure to Landlord detailing the nature of such failure within one (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”1) that is ninety (90) days year after the Execution Commencement Date. In Landlord shall cause all latent defects so specified by notice from Tenant to be completed and/or repaired as soon as reasonably possible after Landlord's receipt thereof. As of the event that Landlord receives a Shortfall Notice on or before Commencement Date, the Shortfall Notice Deadlineroof, HVAC system, windows and provided thatseals, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain structural components and all electrical and plumbing systems and equipment serving the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection condition and shall comply with (i) the misuseapplicable laws, misconductordinances and regulations, damageincluding, destructionwithout limitation, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure those pertaining to properly disabled access and hazardous materials. Landlord shall repair or and maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after such components and systems during the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed of this Lease to have occurred as a result thereofthe extent required of Landlord herein.

Condition of Premises. After the Expiration Date or earlier termination of this Lease, or the termination of Tenant’s right to possess the Premises, Tenant acknowledges that neither shall (1) deliver to Landlord nor any agent of the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition (subject to Landlord’s repair and maintenance obligations), reasonable wear and tear and casualty loss excepted (subject, however, to Tenant’s maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (2) deliver to Landlord has made any representation or warranty with respect all keys and parking and access cards to the condition of Premises, and (3) remove all signage placed on the Premises, the Building Building, or the Project, Land by or with respect to the suitability of the Premises, the Building or the Project for the conduct of at Tenant’s businessrequest. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateAll fixtures, alterations, additions, and improvements (bwhether temporary or permanent) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenantbe Landlord’s occupancy or to pay for or construct any improvements to property and shall remain on the Premises, except with respect to payment as provided in the next two sentences. Provided that Tenant has performed all of the TI Allowance its obligations hereunder, Tenant may remove all unattached trade fixtures, furniture, and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). Additionally, Tenant shall remove such alterations, additions, improvements, fixtures, equipment, wiring, furniture, trade fixtures and other property as may be required under Section 6.4 above. All items not so removed shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant (m) and without any obligation to account for such items, and Tenant shall pay for the costs incurred by Landlord in broom clean condition connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and (n) with the existing base building heating, ventilating be done in a good and air conditioning system and the existing base building electrical, lighting and plumbing systemsworkmanlike manner, in each case serving accordance with all Laws (defined below), and so as not to damage the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)or unreasonably interfere with other tenants’ use of their premises. Tenant’s taking of possession of the Premises Tenant shall, except as otherwise agreed to in writing at its expense, repair all damage caused by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord any work performed by Tenant under this Section 17.. If Tenant fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)perform work under this Section 17, and Landlord has provided written notice thereof and reasonable opportunity to cure, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received shall pay all costs incurred by Landlord no later than the date in performing such work within ten (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result 's request thereof.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building Premises in its "AS IS" condition on the Lease Commencement Date, provided that without limiting Landlord’s obligations under the Work Letter, Landlord shall, at Landlord’s own expense, cause the Premises to be in a broom clean condition on the Lease Commencement Date. On the Lease Commencement Date, Landlord shall deliver the Premises with the existing Systems and Equipment in good working condition and Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the "Review Period") to confirm such condition. In the event that Tenant notifies Landlord during the Review Period, in writing, of any of the foregoing items that are not in good working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired, at Landlord’s own expense, to the extent that any deficiencies to such systems are not caused by the acts or the Projectomissions of Tenant or any of Tenant's Representatives (as defined below), or with respect to the suitability of the Premises, the Building any Alterations performed by or the Project for the conduct on behalf of Tenant’s business. If Tenant acknowledges that (a) it is fully familiar with fails to timely deliver to Landlord such written notice of Systems or Equipment not in good working condition within the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateReview Period, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallsuch work thereafter, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord represents and warrants that, as of the date hereof, to Landlord's actual knowledge, without any additional inquiry (i) except as is disclosed in that certain Proposition 65 Compliance Notification which Landlord has delivered to Tenant (A) Landlord has received no written notice of any alleged violation of any Applicable Law at the Premises with respect to Hazardous Materials; and (B) the Building is in compliance with all Applicable Laws regulating the handling, transportation, storage, treatment, use and disposal of Hazardous Materials; and (ii) Landlord has or will exercise its good faith efforts to cause the Building (other than the Premises and other space leased or available for leasing to tenants in the Building) to be in compliance with the provisions of Title III of the Americans with Disabilities Act of 1990 ("ADA"); provided, however, Tenant shall be responsible, at Tenant's sole cost and expense, for compliance with ADA to the extent pertaining to any repairs, improvements or Alterations performed by or on behalf of Tenant in the Premises. Subject to the foregoing representations and covenants, Tenant agrees to accept possession of the Premises in the condition which shall exist on the Term Commencement Date "as is" except for the performance of the Preliminary Tenant Improvements in accordance with the Preliminary Tenant Improvement Agreement attached hereto as Exhibit E-1 and incorporated herein by reference ----------- and except for the performance of the Subsequent Tenant Improvements in accordance with and subject to the terms of the Subsequent Tenant Improvement Agreement attached hereto as Exhibit E-2 and incorporated herein by reference; ----------- Tenant further agrees that Landlord shall have no other obligation to perform any work, make any installations or incur any expense in order to prepare the Premises for Tenant's occupancy. Taking possession of the Premises, shall be deemed to be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises, the Building, the Facility and the Project were in good and satisfactory condition. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Facility, the Project or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by within the Facility or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofProject.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of inspected the Premises and agrees (a) to take accept possession of the same Premises in its the condition existing on the Commencement Date “as is” as of the Execution Date”, and (b) that except for Landlord’s Contribution, if any, and except for Landlord’s Work, if any, described in Exhibit “C” attached hereto, Landlord shall have has no obligation to alterperform any work, repair supply any materials, incur any expense or otherwise make any alterations or improvements to prepare the Premises for Tenant’s occupancy. Any work to be performed by Tenant in connection with Tenant’s initial occupancy or of the Premises shall be hereinafter referred to pay for or construct as the “Initial Alterations,” and shall be promptly commenced by Tenant following the Commencement Date and diligently pursued thereafter by Tenant until the Initial Alterations are Substantially Completed. Tenant’s occupancy of any improvements part of the Premises shall be conclusive evidence, as against Tenant, that Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the PremisesPremises in its then current condition and at the time such possession was taken, the Premises and the Building were in a good and satisfactory condition as required by this Lease, except that the foregoing shall not relieve Landlord from its obligation to complete or correct any punch list items as provided herein with respect to payment of the TI Allowance and the Furniture Allowanceany work Landlord is required to perform pursuant to this Lease. Notwithstanding the foregoing, Landlord shall deliver possession represents and warrants to Tenant that the sprinkler, fire-alarm and life-safety systems in the Premises as of the Premises to Tenant (m) Commencement Date will be in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession as of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)Commencement Date; provided, furtherhowever, that the foregoing shall not imply any Shortfall Notice must be received by Landlord no later than representation or warranty as to the date (useful life of such systems, nor shall the “Shortfall Notice Deadline”) that is ninety (90) days foregoing diminish Tenant’s responsibility to perform any repairs, modifications or improvements to the same necessitated after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent At the termination of Landlord has made any representation this Lease by lapse of time or warranty with respect to the condition of the Premises, the Building or the Projectotherwise, or with respect to the suitability of the Premises, the Building or the Project for the conduct upon a termination of Tenant’s business. right of possession without terminating this Lease, Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver surrender possession of the Premises to Landlord and deliver all keys to the Premises to Landlord, and shall return the Premises and all equipment and fixtures of Landlord to Landlord in as good condition as when Tenant (m) in broom clean originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the acts of Landlord or any of its employees and agents excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and (n) with Tenant shall pay the existing base building heatingcost thereof to Landlord on demand. All Alterations, ventilating and air conditioning system and the existing base building electricalwhether temporary or permanent in character, lighting and plumbing systems, made by Landlord or Tenant in each case serving or upon the Premises (collectivelyshall become Land lord’s property, and unless Landlord requests their removal, shall remain upon the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Premises at the termination of this Lease by lapse of time or otherwise or upon a termination of Tenant’s taking of possession of the Premises shall, except as otherwise agreed right to in writing by Landlord and Tenant, conclusively establish that possess the Premises, without compensation to Tenant, excepting, however, Tenant’s movable furniture, equipment and trade fixtures, provided that they may be removed without damage to the Building and Premises or the Project were at Building. If Tenant does not remove such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation property upon the scheduled expiration or within fifteen (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9015) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) any (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission earlier termination of Tenant, Tenant’s contractors or subcontractorsthis Lease, or any of their respective employees, agents or invitees, (ii) upon the termination of Tenant’s failure right to properly repair or maintain possess the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallPremises, at Landlord’s expense election: (a) Tenant shall be conclusively presumed to have conveyed the same to Landlord under this Lease as a bxxx of sale without payment or credit by Landlord, or (b) Tenant shall be conclusively presumed to have forever abandoned such property, and not as an Operating Expense)without accepting title thereto, promptly remedy Landlord may, at Tenant’s expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord upon demand the Delivery Shortfallexpenses incurred in taking such actions. Notwithstanding anything to Tenant’s obligations under this Section 16.1 shall survive the contrary in expiration or earlier termination of the Term of this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges agrees to accept delivery of the applicable portion of the Premises in “as is” condition, subject to Landlord’s obligations under the following paragraph, and agrees that neither Landlord nor it is not relying on any agent representations of Landlord has made any representation or warranty with respect Landlord’s agents or employees as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alterwith respect thereto, repair or otherwise prepare except as may be expressly set forth in this Lease. Landlord represents that Landlord has owned the Premises for Tenantsince 2007 and to the best of Landlord’s occupancy or to pay for or construct any improvements to knowledge, but without investigation since its acquisition of the Premises, except with respect to payment as of the TI Allowance Date of this Lease, the foundation, stairwells and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession other structural elements of the Premises to Tenant Building, the Building envelope (m) in broom clean condition including, without limitation, exterior walls, roof, roof membrane, windows and (n) with doors), the existing base building Building electrical, plumbing, fire sprinkler, lighting, and heating, ventilating and air conditioning system (“HVAC”) systems, and the existing base building electrical, lighting bathrooms and plumbing systems, elevators in each case serving the Premises (collectively, the “Existing Building Systems”) are in good working order operating condition and in material compliance with applicable building codes, laws and the Declaration (“Landlord’s Delivery Obligation”as defined in Section 4.2.2). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an part of Operating Expense)Costs, promptly remedy repair (or replace as necessary in Landlord’s discretion) any of the Delivery Shortfallforegoing which, through no fault of Tenant, is found not to be in such condition on the date possession of any portion of the Premises is delivered to Tenant. Notwithstanding anything to In addition, as soon as practicable, but not later than ten (10) days after the contrary in Date of this Lease, Landlord, at Landlord’s sole expense and not as part of Operating Costs, shall flush all floor drain systems and associated plumbing in the Premises and Landlord shall not have any obligations or liabilities in connection provide Tenant with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in report from a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with reputable HVAC vendor either (i) confirming that the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsHVAC system in the Building is in good operating condition, or any of their respective employees, agents or invitees, (ii) Tenant’s failure identifying the repairs and/or maintenance required to properly repair or maintain put the Premises as required by this LeaseHVAC system in such condition, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including in which case Landlord shall promptly comply with its obligations specified in the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after preceding sentence with respect to the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofHVAC system).

Condition of Premises. Subject to the performance by Landlord of its obligations under the Tenant Work Letter attached hereto as Exhibit "D," Tenant hereby agrees that the Premises shall be taken "as is", "with all faults", "without any representations or warranties, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s 's business. , and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition “decision to enter into this Lease and let the Premises in an "as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance" condition. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition. Tenant hereby waives Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails but subject to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then payment by and/or reimbursement from Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) extent permitted under Article 3 above: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Project pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Project, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Leaseor the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise, and (iii) to comply with any modificationsfederal, Alterations state or improvements constructed by local law, rule or on behalf of order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant (including the as possible, but in no event shall Tenant Improvements) be permitted to withhold or (iv) any other event, circumstance reduce Basic Rental or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same, or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations, except as expressly provided in Article 13.

Condition of Premises. Tenant is in possession of the Current Premises pursuant to the Lease and Tenant acknowledges and agrees that neither Landlord nor any agent the Current Premises are in good order and satisfactory condition as of the date hereof. No agreement of Landlord has made any to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed has been made by or on behalf of Landlord to Tenant (including the Tenant Improvements) under or (iv) any other eventby reason of this Amendment, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees except that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities perform the following leasehold improvement work ("Landlord's Work") in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord First Expansion Premises on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation New Commencement Date: (a) repair (or install, as the case may be) building standard white ceiling tiles where necessary, (b) repair (or install, as the case may be) building standard parabolic lighting fixtures where necessary (as determined by Landlord), (c) repaint all walls in the First Expansion Premises with one coat of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or building standard paint (z) any failure of the Existing Building Systems color to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of selected by Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date), and (d) recarpet the First Expansion Premises with the same color and type of carpeting currently installed in the Current Premises. Tenant shall have thirty (30) days (the "Notification Period") from the New Commencement Date in which to notify Landlord of any such caseomissions or latent or patent defects in Landlord's Work (hereinafter, no Delivery Shortfall the "Defects") as described herein. If Tenant fails to notify Landlord during the Notification Period of any Defects, then it shall be deemed to have occurred as a result thereof.that Tenant acknowledges and

Condition of Premises. Except as may be expressly set forth in this Lease, Tenant acknowledges that neither shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord nor shall have no obligation to perform or pay for any agent of repair or other work therein. Except as may be expressly provided herein, Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect as to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises are suitable for Tenant’s occupancy or to pay intended purposes. TENANT ACKNOWLEDGES THAT, UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be provided herein, in no event shall Landlord have any obligation for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of defects in the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)or any limitation on its use. Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord shall be conclusive evidence that Tenant accepts the Premises and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) condition at the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftime possession was taken.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date. Notwithstanding anything to the contrary set forth in this Lease (except the following sentence), Landlord shall, at its sole expense, cause the Project, the Building and the Premises (and each system, component and part of the Project, the Building and/or the Premises), as of the Lease Commencement Date, to be in good working order, to be in good condition (other than routine repair and maintenance), and to be in compliance with all applicable laws, and any expenses incurred by Landlord to comply with the provisions of this sentence shall not be included in any Operating Expenses that may be charged to Tenant in any manner under this Lease. Notwithstanding the foregoing, if Tenant fails to give Landlord written notice of such good working order or good condition matters within twelve (12) months after the Lease Commencement Date, then the correction of any such matters shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Landlord hereby assigns to Tenant, on a non-exclusive basis, all warranties and guaranties by the contractor who constructs the Tenant Improvements relating to the Tenant Improvements, and Tenant hereby waives all claims against Landlord relating to or arising out of the design and construction of the Tenant Improvements. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition (except for matters that could not be reasonably discovered by Tenant during its inspection thereof prior to taking possession) and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(€ of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by applicable laws now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsapplicable laws, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or date hereof; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the “CASp Reports”) the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant’s receipt thereof; (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Dateapplicable laws to correct such violations, and in any Tenant shall reimburse Landlord for the cost of such caseimprovements, no Delivery Shortfall shall be deemed to have occurred as a result thereofalterations, modifications and/or repairs within ten (10) business days after Xxxxxx’s receipt of an invoice therefor from Landlord.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (b) Landlord shall have no obligation to alter, alter or repair the Premises for Tenant’s occupancy or construct any improvements or otherwise prepare the Premises for Tenant’s occupancy or occupancy, except that Landlord will perform the Fifth Floor Tenant Improvements to the extent required by this Lease, and will pay for or construct any improvements the Fifth Floor Tenant Improvements subject to the Premisesterms of Section 4.1 (and subject to Tenant’s obligation to timely pay the Fifth Floor Tenant Contribution and any Fifth Floor Tenant Increase Costs), and except with respect that Landlord will make available to payment Tenant the Second Floor TI Allowance, the Space Fit Allowance, and, if properly requested by Tenant pursuant to the terms of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyLease, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Additional TI Allowance, to the extent required by this Lease. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfiedrepair; provided thatthat Landlord shall be obligated to perform the Fifth Floor Tenant Improvements to the extent required by this Lease. If, if for any reason, either the Second Floor Tenant Improvements or the Fifth Floor Tenant Improvements are not complete or Substantially Completed on the Term Commencement Date, the parties acknowledge and agree that (w) this Lease shall not be void or voidable, (x) such failure shall not be a condition precedent to or otherwise delay the Term Commencement Date or the commencement of Tenant’s obligation to pay Base Rent, Tenant’s Adjusted Share of Operating Expenses and the Property Management Fee for the Premises, (y) Tenant shall not be entitled to any additional abatement of Rent for the Premises or otherwise, and (z) Landlord fails shall not be liable to satisfy Landlord’s Tenant for any loss or damage resulting therefrom. Notwithstanding the foregoing, if, after Landlord determines that the Fifth Floor Tenant Improvements are Substantially Complete (as defined in the Work Letter) and delivers possession of the Fifth Floor Premises to Tenant (the date upon which both shall have occurred, the “Fifth Floor Delivery Obligation (a “Delivery ShortfallDate”). Tenant delivers to Landlord, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety sixty (9060) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, Fifth Floor Delivery Date (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.the

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent At the expiration or earlier termination of Landlord has made any representation this Lease by lapse of time or warranty with respect to the condition of the Premises, the Building or the Projectotherwise, or with respect to the suitability of the Premises, the Building or the Project for the conduct upon termination of Tenant’s business. right of possession without terminating this Lease, Tenant acknowledges that (a) it is fully familiar with the condition shall surrender possession of the Premises to Landlord and agrees deliver all keys to take the same in its condition “as is” as of the Execution DatePremises to Landlord, and shall return the Premises and all Personal Property of Landlord to Landlord in as good condition as when Tenant originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the act of Landlord or any other of its employees and agents excepted, failing which Landlord may restore the Premises and such Personal Property to such condition and Tenant shall pay the cost thereof to Landlord as Rent immediately upon demand. Except as provided below, all improvements, fixtures and other items in or upon the Premises (b) including without limitation all Alterations, but expressly excluding movable office furniture, trade fixtures, office equipment and other personal property belonging to Tenant that they may be removed without permanent structural damage to the Premises or the Building), whether temporary or permanent in character and whether made by Landlord or Tenant, shall have no obligation to alter, repair become Landlord’s property and shall remain upon the Premises at the expiration or earlier termination of this Lease by lapse of time or otherwise prepare the Premises for or upon a termination of Tenant’s occupancy or right of possession, without compensation to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture AllowanceTenant. Notwithstanding the foregoing, if within ten (10) days prior to the expiration or earlier termination of this Lease or Tenant’s right of possession thereafter Landlord so directs by notice, Tenant shall deliver possession promptly remove such of the foregoing items as are designated in such notice and restore the Premises to Tenant (m) in broom clean the condition and (n) with prior to the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice installation of such failure to Landlord detailing items. If Tenant does not remove such property upon the nature expiration or earlier termination of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf upon the termination of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallTenant’s right of possession, at Landlord’s expense election: (i) Tenant shall be conclusively presumed to have conveyed the same to Landlord under this Lease as a bxxx of sale without payment or credit by Landlord, or (ii) Tenant shall be conclusively presumed to have forever abandoned such property, and not as an Operating Expense)without accepting title thereto, promptly remedy Landlord may, at Tenant’s expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord immediately upon demand the Delivery Shortfallexpenses incurred in taking such actions. Notwithstanding anything to the contrary in this LeaseUnless prohibited by applicable Laws, Landlord shall not have any a lien against such property for the costs incurred in removing and storing the same. Tenant’s obligations under this Subsection 17.1 shall survive the expiration or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure earlier termination of the Existing Building Systems to be in good working order arising from Term or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission a termination of Tenant, Tenant’s contractors or subcontractors, or any right of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofpossession.

Condition of Premises. Tenant The City of Orlando (the “City”) is the owner in fee simple of the Premises, and the Authority presently operates the Premises under an Amended and Restated Operation and Use Agreement with the City dated August 31, 2015, as may be amended from time to time (such Operation and Use Agreement, as amended, is hereinafter the “Operation and Use Agreement”). Pursuant to the Operation and Use Agreement, the Authority warrants to Lessee that the Authority has the full power and authority to enter into this Lease and perform its obligations hereunder. Upon Xxxxxx’s issuance of a Notice to Proceed under the Due Diligence Access Agreement, Xxxxxx accepts the FBO Premises in its “AS-IS, WHERE IS” condition and agrees that the FBO Premises are suitable for Xxxxxx’s use as described herein subject to the Authority’s performance of its obligations under this Lease. Lessee acknowledges that neither Landlord nor any agent of Landlord Authority has made no representations or warranties relating to the suitability of the Premises for any representation particular use except as otherwise provided herein, and unless otherwise expressly provided in this Lease, Authority shall have no obligation whatsoever to repair, maintain, renovate or warranty otherwise incur any cost or expense with respect to the Premises. Lessee shall not permit any unlawful nuisance or waste on the Premises, except for (i) reasonable wear and tear, (ii) loss by fire or other casualty, or (iii) loss by condemnation. Xxxxxx agrees to surrender the FBO Premises, or portions thereof, upon the expiration, or earlier termination of this Lease, in a condition substantially similar to the condition of the PremisesPremises at the expiration of the Construction Period Term, the Building except for (i) reasonable wear and tear, (ii) loss by fire or the Projectother casualty, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business(iii) loss by condemnation. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and Lessee agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallthat, except as otherwise agreed expressly provided herein, all Improvements, infrastructure, trade fixtures, furnishings, equipment and Lessee's other personal property of every kind or description which may at any time be on the FBO Premises shall be at Lessee's sole risk, or at the sole risk of those claiming under Lessee, and Authority shall not be liable for any damage to said property or loss suffered by the business of Lessee caused by water (excluding an Environmental Problem) from any source whatsoever or from the bursting, overflowing or leaking of sewer or steam pipes or from the heating or plumbing fixtures or from electric wires or from noise, gas or odors or caused in writing by Landlord and Tenantany other manner whatsoever, conclusively establish that provided such damage is not the Premisesresult of Authority's gross negligence or willful misconduct. Provided, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, furtherhowever, that in such an event Authority shall exercise reasonable diligence to restore any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on services or before the Shortfall Notice Deadlineutilities so interrupted, and provided thatcurtailed, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsstopped, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofsuspended.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver 's taking possession of the Premises or any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when Tenant took possession, unless notice to the contrary is provided to Landlord on an inspection Punchlist prior to Tenant's occupancy or by written notice within ten (10) days after occupancy. At the expiration or other termination of this Lease or of Tenant's right of possession, Tenant (m) shall leave the Premises, and during the Term will keep the same, in broom clean condition good order and (n) with condition, ordinary wear and tear, damage by fire or other casualty alone excepted; and for that purpose, Tenant shall make all necessary repairs and replacements. Tenant shall give Landlord prompt notice of any damage to or accident upon the existing base building Premises and of any breakage or defects in the window glass, wiring or plumbing, heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case or cooling or electrical apparatus or systems on or serving the Premises. Tenant shall at the expiration or termination of this Lease or of Tenant's right of possession, also have had removed from the Premises all furniture, trade fixtures, office equipment and all other items of Tenant's property (collectivelyincluding, without limitation, the “Existing Building Systems”items Tenant is required to remove pursuant to subparagraph 8(c) in good working order (“Landlord’s Delivery Obligation”)hereof) so that Landlord may again have and repossess the Premises. Tenant’s taking of possession of All such items not removed from the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in goodexpiration or termination, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall conclusively be deemed to have occurred as a result thereof.been abandoned and may be appropriated, sold, stored, destroyed or otherwise disposed of by Landlord without notice to Tenant or any other party with an interest in such property and without any obligation to account therefor. Tenant shall pay Landlord all expenses incurred in connection with the disposition of such property, and if Landlord

Condition of Premises. Except as otherwise expressly set forth herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Unit, the Project or the ProjectCondominium, or with respect to the suitability of the Premises, the Building Building, the Unit, the Project or the Project Condominium for the conduct of Tenant’s business. Tenant acknowledges that (a) (i) it is fully familiar with the condition of the Premises A and agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (ii) subject to the completion of the Tenant Improvements in Premises B, it is fully familiar with the condition of Premises B and agrees to take the same in its condition “as is” as of the Delivery Date (b) other than the Tenant Improvements, Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Additional TI Allowance if properly requested by Tenant pursuant to the terms of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Lease. Tenant’s taking of possession of Premises A on the Execution Date, and Premises B on the Delivery Date shall, except subject to Substantial Completion of the Tenant Improvements, or as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building Unit, the Building, the Condominium and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of leasing the Premises and agrees to take following the same Commencement Date in its condition “as is” as of the Execution Datecondition, and (b) Landlord shall have that no obligation agreements to demise, alter, repair remodel, decorate, clean or otherwise prepare improve the Premises for Tenantor the Building have been made by Landlord or any party acting on Landlord’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancebehalf. Notwithstanding the foregoing, Landlord acknowledges that Tenant intends to perform certain alterations and improvements to the Premises (“Tenant’s Work”). Tenant shall be permitted to perform Tenant’s Work (subject to Tenant’s compliance with the provisions of Section 3 of the Lease) through a contractor approved by Landlord, in its reasonable discretion, in advance and pursuant to plans and specifications approved by Landlord, in its reasonable discretion, in advance. Tenant or its contractors shall obtain and pay for insurance (from insurance companies satisfactory to Landlord in its reasonable discretion) in connection with Tenant’s Work, which insurance coverages and amounts shall conform with the coverages and amounts described on Attachment #1 hereto. Tenant shall, prior to the commencement of Tenant’s Work, deliver possession to Landlord certificates of such insurance which certificates shall name Landlord as an additional insured. Tenant’s Work shall be performed in a good and workmanlike manner, lien-free and in compliance with all applicable laws. Prior to commencing Tenant’s Work, Tenant shall submit to Landlord an itemized statement of the estimated costs of completing Tenant’s Work, including, without limitation, costs of obtaining permits; architectural, engineering and contracting fees; labor and materials and the costs of labor and materials. Such estimate shall be subject to Landlord’s review and approval, which shall not be unreasonably withheld, conditioned or delayed. All costs of Tenant’s Work shall be borne by Tenant; provided, however, Landlord shall contribute up to One Hundred Sixty One Thousand Six Hundred Seventy Seven and 50/100 Dollars ($161,677.50), being $7.50 per square foot of rentable area of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallConstruction Allowance”), then Tenant maytoward the cost of Tenant’s Work. The Construction Allowance shall be available solely for the actual, documented cost of Tenant’s Work and shall not be available to pay for Tenant’s furniture, office equipment or other personal property, or as its sole and exclusive remedya rent credit, deliver notice of such failure to Landlord detailing the nature of such failure or for any other purpose. Within (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or Landlord’s receipt from Tenant of any other action or omission of Tenant, invoice for Tenant’s contractors or subcontractorsWork, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasea portion thereof, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except pay to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Tenant, from and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure as part of the Existing Building Systems to be in good working order arising from or in connection with (i) Construction Allowance, the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or amount represented on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofinvoice.

Condition of Premises. Landlord shall deliver each Phase of the Premises to Tenant in broom-clean condition and free of debris and all personal property and equipment of the Existing Tenant. Landlord shall deliver all of the Premises to Tenant with the existing Building-standard plumbing, lighting, and HVAC systems (collectively, the “Operating Systems”) in good operating order and in good condition. If any of such Operating Systems or elements should malfunction or fail within the warranty period below, as Tenant’s sole remedy for Landlord’s breach of this warranty, Landlord shall, as Landlord’s sole obligation, promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, repair same at Landlord’s sole expense; provided, however, Landlord shall have no liability hereunder for repairs or replacements necessitated by the acts or omissions of Tenant and/or any of Tenant’s Parties. The warranty period shall be one hundred eighty (180) days after delivery of the Premises to Tenant, under Section 4.4 below. If Tenant does not give Landlord the required notice within said warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Tenant at Tenant’s sole cost and expense, provided that this provision shall not cover latent defects. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectProperty or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. , and Tenant acknowledges that (a) it is fully familiar with the condition of shall accept the Premises and agrees to take the same in its then as-is condition “on delivery by Landlord, except as is” as of expressly provided to the Execution Datecontrary in this Lease, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking acceptance of possession of the Premises shallby Tenant shall establish, except as otherwise agreed expressly provided to the contrary in writing by Landlord and Tenantthis Lease, conclusively establish that the Premises, the Building and the Project Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to the Work Letter completed and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any further alterations, upgrades or improvements thereto, subject only to completion of minor punch-list items identified by the parties to be corrected by Landlord, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant mayany, as its sole and exclusive remedyprovided in the Work Letter. Pursuant to Section 1938 of the California Civil Code, deliver notice Landlord hereby advises Tenant that as of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineof this Lease neither, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required nor the Building have undergone inspection by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf a Certified Access Specialist. Pursuant to Section 1938 of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseCalifornia Civil Code, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by hereby advises Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure that as of the Existing date of this Lease neither the Premises, the Building Systems to be in good working order arising from or in connection with (i) nor the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required Property have undergone inspection by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCertified Access Specialist.

Condition of Premises. Tenant acknowledges that that, except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s business; provided however, that all of the Premises shall be provided to Tenant broom clean and free of all tenancies and personal property (other than personal property placed on the Premises by Tenant or at the direction of Tenant). Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and and, except as expressly provided in this Lease, agrees to take the same in its condition “as is” as of the Execution Phase 1 Commencement Date (subject to Landlord’s obligation to complete punch-list items and correct any defects in the Tenant Improvements), the Phase 2 Commencement Date and the Phase 3 Commencement Date, respectively, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Tenant Improvements, Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building Buildings and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. As of the Delivery Date, any then-existing Building plumbing, lighting, heating, ventilating, air conditioning, gas, electrical and sprinkler systems serving the Premises shall be in good working condition and repair at Landlord’s sole expense, and not from the Tenant Improvement Allowance. Except as is provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter Agreement for Tenant Improvements and Interior Specification Standards attached hereto as Exhibit C and made a part hereof (“Work Letter”), Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that that, except as provided for in this Section 5.03(b), neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees Neither party has been induced to take the same in its condition “as is” as of the Execution Dateenter into this Lease by, and (b) Landlord shall have no obligation to alterneither party is relying on, repair any representation or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary warranty outside those expressly set forth in this Lease, . Neither Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord nor anyone acting on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on its behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed liable for, nor shall this Lease be subject to have occurred as a result thereofrescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and /or damages based on nondisclosure of any facts.