Common use of Condition of Premises Clause in Contracts

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver makes no warranty or representation as to the Premises. Lessee acknowledges and agrees that it has occupied and familiarized itself with the Premises and has had adequate opportunity to Lessee clean investigate and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that inspect the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. , and enters into this Lease upon the basis of its own review, and is leasing the Premises in their “AS IS, WHERE IS” CONDITION WITH ALL FAULTS, WHETHER PREVIOUSLY EXISTING OR ARISING FROM OR PERTAINING TO ANY CONSTRUCTION, RENOVATION, RELOCATION OR IMPROVEMENT OF ANY PORTION OF THE PREMISES PERFORMED BY LESSOR OR OTHERS, INCLUDING BUT NOT LIMITED TO BOTH LATENT AND PATENT DEFECTS. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS LEASE, NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY LESSOR OR ANY OF ITS AFFILIATES CONCERNING SUCH ITEMS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSEE HEREBY WAIVES AND DISCLAIMS ANY WARRANTIES THAT MAY ARISE BY OPERATION OF LAW. Lessee further acknowledges and agrees that it has had an opportunity to review and to discuss with various agents and/or representatives of Lessor the environmental condition of the Premises. Lessee has investigated and has knowledge of operative or proposed governmental laws and regulations including, without limitation, environmental laws and regulations to which the Premises are or may be subject and enters into this Lease upon the basis of its review and determination of the applicability and effect of such laws and regulations. Lessee acknowledges that Lessor expressly disclaims any representations or warranties of any kind or nature, express or implied, as to the condition (b) Except as otherwise provided in this Leasefinancial or otherwise), value or quality of the products, assets or properties of the Premises. Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierEffective Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges hereby agrees that neither Lessor nor Lessor's agent has made all furniture, equipment, machinery and all other personal property, excepting any representation computers, that are located on or warranty in the Premises as to the present or future suitability of the Effective Date shall remain on the Premises for as and when Lessee evacuates the conduct of Lessee's businessPremises on the Termination Date or any extension thereof.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free The Tenant’s taking possession of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be conclusive evidence that the Premises were in good operating order and satisfactory condition on when the Lease commencement dateTenant took possession, excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature No promise of the violationLandlord to alter, remodel or improve the Premises or the Building and no representation by Landlord or its agents respecting the condition of the Premises or the Building have been made to promptlyTenant or relied upon by Tenant other than as may be contained in this Lease. Tenant accepts the Premises AS-IS, WHERE-IS AND WITH ALL FAULTS, and acknowledges that no representations, warranties, guarantees, promises, statements or estimates of any nature whatsoever upon which Tenant is relying whether written or oral, express or implied, in fact or in law, have been made by Landlord, any real estate broker, agent, employee or attorney-in-fact or at Lessor's sole costlaw or purporting to represent Landlord. Notwithstanding anything to the contrary contained in this Lease, rectify such violation. Lessee's failure to give such written notice to Lessor if within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all following Landlord’s delivery of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant possession of the Premises. (b) Except as otherwise provided in this LeasePremises to Tenant, Lessee hereby accepts it is determined that any of the mechanical or utility systems serving any portion of the Premises was not in their good operating condition existing for the use contemplated by Tenant as of the Lease commencement date or the date that Lessee takes delivery of possession of the Premises, whichever is earlier, subject Premises by Landlord to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the Tenant (but without regard to any subsequent particular use of the PremisesPremises by Tenant or any subsequent alterations or improvements made to the Premises by or on behalf of Tenant), and any covenants or restrictions of recordthen Landlord shall, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty at Landlord’s sole cost, promptly perform such corrective work so as to cause such systems to be in good working order (but Landlord shall not be liable for any increased costs of such corrective work resulting from the present or future suitability particular use of the Premises for the conduct of Lessee's businessby Tenant).

Condition of Premises. (a) Lessor Except as expressly set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B, Landlord shall deliver 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 to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating its "As Is" condition on the Lease commencement date. In Commencement Date; provided, however, in the event that it is determined that this warranty has been violatedthat, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature as of the violationLease Commencement Date, to promptlythe Tenant Improvements (as defined in Exhibit B), at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement such date or the date that Lessee takes possession of the Premises, whichever is earlier, subject without regard to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the Tenant's use of the Premises, and based solely on an unoccupied basis, (A) does not comply with applicable Laws in effect as of the date hereof, or (B) contains latent defects (not caused by Tenant's acts or omissions), then Landlord 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 covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as such non-compliance to the present or future suitability extent and as and when required by applicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (B) hereinabove within twelve (12) months after the Premises for Lease Commencement Date, then the conduct correction of Lesseeany such latent defects shall be Tenant's business.responsibility at Tenant's sole cost and expense

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to the Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive conclusive, nonrebuttable, presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if if, prior to the date of this Leaselease, Lessee was the owner or an occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that the Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor Lessor, nor any agent, representative or employee of Lessor's agent , has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor The Lessor, shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless the Lessee is already in possession) and the Lessor further warrants to the Lessee that the plumbing, lighting, air air-conditioning, heating, and loading doors heating in the Premises shall be in good operating condition on the Lease commencement date. In Lessee shall have forty five (45) days after the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of Lease commencement date to give Lessor written notice from Lessee setting forth with specificity of any defective condition or "punch-list" items of unfinished or deficient construction in the nature of Premises, and Lessor shall make reasonable efforts to correct the violation, to promptly, at Lessor's sole cost, rectify same within a reasonable time after such violationnotice. The Lessee's failure to give such written notice to Lessor within thirty forty five (3045) days after the Lease commencement date shall cause the conclusive presumption that the Lessor has complied with all of the Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if if, prior to this date, the date of this Lease, Lessee was the owner or an occupant of the Premises. (b) . Nothing herein shall be deemed to limit or exclude any rights Lessee may have under contractor warranties or manufacturer warranties relating to materials or equipment incorporated into the Premises. Except as otherwise provided set forth in this Leaseparagraph, the Lessee hereby accepts the Premises in their the condition existing as of the Lease commencement date or the date that the Lessee takes possession of the Premises, whichever is earlier, subject and the Lessee hereby waives any and all warranties of condition or habitability, suitability for occupancy, use, or habitation, merchantability or fitness for a particular purpose, whether express or implied, relating to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean Except as expressly set forth in this Lease and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises Tenant Work Letter, Landlord shall not be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violatedobligated to provide or pay for any improvement, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force remodeling or effect if prior refurbishment work or services related to the date of this Leaseimprovement, Lessee was the owner remodeling or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use refurbishment of the Premises, and any covenants or restrictions 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 recordall occupants and personal property, and accepts 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, except as otherwise expressly set forth in this Lease subject thereto and to all matters disclosed thereby and by Lease, neither Landlord nor any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent of Landlord has made any representation or warranty as with respect to the present Premises, the Building, or future the Project or their condition, or with respect to the suitability of the Premises thereof for the conduct of Lessee's businessTenant’s business (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant’s responsibility and Tenant’s failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Notwithstanding the foregoing, Landlord represents and warrants to Tenant that, as of the Effective Date, the Property is zoned to permit laboratory, office, life science, research and development uses as of right. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition, subject to Landlord’s representations, warranties and obligations expressly set forth in the Lease and, except as provided herein, without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto.

Condition of Premises. (a) Lessor 1.4.1. Landlord shall deliver the Premises to Lessee Tenant in a clean and free of debris condition on the Lease commencement date Commencement Date (unless Lessee Tenant is already in possession) and Lessor further Landlord warrants to Lessee Tenant that the plumbing, lighting, air conditioning, heating, and loading doors heating system in the Premises shall be in good operating condition on the Lease commencement datecondition. In the event that it is determined that this warranty has been violated, then it shall be the obligation of LessorLandlord, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, to promptly, at LessorLandlord's sole cost, rectify such violation. LesseeTenant's failure to give such written notice to Lessor Landlord within thirty (30) days after the Lease commencement Commencement Date or the date that Tenant takes possession of the Premises, whichever is earlier, shall cause result in the conclusive presumption that Lessor Landlord has complied with all of Lessor's its obligations hereunder, that the Premises are fully completed and are suitable for Tenant's purposes, that the Building and every part of it, including the Premises, are in good and satisfactory condition, and that Tenant waives any defects therein. The Notwithstanding any of the foregoing, should a non-compliance with this warranty contained be of a latent nature, such thirty (30) day time limitation shall not apply, and Landlord shall rectify such non-compliance, at Landlord's sole cost and expense, promptly after receipt of written notice thereof. 1.4.2. Landlord warrants to Tenant that the Premises, in the state existing on the date that the Lease Term commences, but without regard to alterations or improvements made by Tenant or to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable law or ordinance in effect on the Lease Commencement Date, that would substantially and adversely affect the operation and profitability of Tenant's business conducted from the Premises. In the event that it is determined that this paragraph 6.3(a) warranty has been violated, then it shall be the obligation of no force or effect if prior to Landlord, after receipt of written notice from Tenant setting forth with specificity the date of this Lease, Lessee was the owner or occupant nature of the Premisesviolation, to promptly, at Landlord's sole cost, rectify such violation. (b) 1.4.3. Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises and the Building Project in their condition existing as of the Lease commencement date Commencement Date or the date that Lessee Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor Landlord nor LessorLandlord's agent or agents has made any representation or warranty as to the present or future suitability of the Premises Premises, Common Areas, or Building Project for the conduct of LesseeTenant's business. 1.4.4. Notwithstanding anything in this Lease to the contrary, Landlord warrants to Tenant that on the commencement of the term hereof, the Premises and any improvements to be constructed by Lessor (a) shall be free from material structural defects, (b) shall comply with all applicable covenants and restrictions of record, statutes, ordinances, codes, rules, regulations, orders, and requirements, including Title 24 of the California Administrative Code and the Americans with Disabilities Act, and (c) are free from contamination by any toxic or hazardous materials (hereafter "Hazardous Materials") which now or hereafter become regulated by any federal, state, or local government, or agency thereof (for purposes of this subclause, the Premises shall be deemed to include the underlying soil and ground water). In the event of a breach of the foregoing warranties, Landlord shall promptly rectify such breach at its sole cost and expense. Landlord also shall protect, indemnify, defend, and hold Tenant harmless from and against any and all liability, loss, suits, claims, actions, costs, and expense (including, without limitation, attorneys' fees) arising from (a) any breach of the foregoing warranties and (b) any contamination of the Premises (including the underlying land and ground water) by any Hazardous Materials, where such contamination was not caused by Tenant. The provisions of this paragraph shall survive the termination of this Lease.

Condition of Premises. (a) Lessor Landlord shall deliver the Premises to Lessee Tenant clean and free of debris on Lease commencement date (unless Lessee is already debris. [IF APPLICABLE: delete in possession) and Lessor further case of an “as is” deal where the Tenant agrees to accept or correct deficiencies] Landlord warrants to Lessee Tenant that the plumbingPremises, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition its state existing on the Lease commencement Delivery Date, but without regard to the use for which Tenant will use the Premises, does not violate any covenants or restrictions of record, or, to its knowledge, any applicable building code, regulation or ordinance in effect on such date. In the event that it is determined that If this warranty has been violated, then it shall be the obligation of LessorLandlord shall, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, to promptly, at Lessor's Landlord’s sole cost, rectify such violation. Lessee's Tenant’s failure to give such written notice to Lessor Landlord within thirty (30) days after the Lease commencement date Commencement Date shall cause the conclusive presumption that Lessor Landlord has complied with all of Lessor's Landlord’s obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee Tenant was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises in their “AS IS”, “WHERE IS”, “WITH ALL FAULTS” condition existing as of the Lease commencement date Delivery Date or the date that Lessee Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoningApplicable Laws, municipaltitle matters, county covenants and state lawsrestrictions or record, ordinances and regulations requirements governing and regulating the use of the Premises, and any covenants or restrictions of record, Tenant shall conclusively be deemed to have accepted the Premises and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee Tenant acknowledges that neither Lessor Xxxxxxxx nor Lessor's any agent of Landlord has made any representation or warranty as to the condition of the Real Property or the present or future suitability of the Premises for the conduct of Lessee's businessTenant’s business and Tenant hereby waives any and all rights or claims against Landlord arising out of the condition of the Premises. In connection herewith, Tenant hereby acknowledges that neither Landlord or any employees or agents of Landlord have made any oral or written warranties or representations to Tenant relative to the condition or use by Tenant of said Premises and Tenant acknowledges that Tenant assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises and the compliance thereof with all Applicable Laws in effect during the Lease Term.

Condition of Premises. (a) Lessor shall deliver Tenant hereby agrees that, except as provided herein or in the Premises to Lessee clean Tenant Work Letter attached hereto as Exhibit “D” and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbingmade a part hereof, lighting, air conditioning, heating, and loading doors in the Premises shall be taken “as is”, “with all faults”, “without any representations or warranties.” Except as otherwise provided herein or in good operating condition Exhibit D, Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease commencement dateand let the Premises in the above-described condition. In Nothing contained herein is intended to, nor shall, obligate Landlord or Tenant to implement sustainability practices for the event that it is determined that this warranty has been violatedProject or Premises or to seek certification under, then it 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 obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunderTenant Work Letter attached hereto as Exhibit “D” and made a part hereof. The warranty contained existing leasehold improvements in this paragraph 6.3(a) shall be the Premises as of no force or effect if prior to the date of this Lease, Lessee was together with the owner or occupant Improvements (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 Premises. Project to comply with all applicable laws (b) Except as otherwise provided in this Leaseincluding, Lessee hereby accepts the Premises in their condition existing as without limitation, any applicable requirements of the Lease commencement date or Americans With Disabilities Act) throughout the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty Term (as to the present or future suitability of the Premises for the conduct of Lessee's businessmay be extended).

Condition of Premises. (a) Lessor Landlord shall deliver the Premises (including, but not limited to Lessee clean and free of debris on Lease commencement date HVAC (unless Lessee is already in possession) and Lessor further warrants to Lessee that the as hereinafter defined), electrical, plumbing, lighting, air conditioning, heatingsewer and other Building systems, and loading doors in the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease Commencement Date and Tenant shall accept the Premises shall be in their “AS IS” condition. To Landlord’s knowledge, as of the date of this lease, all electrical, plumbing, sewer and other Building Systems servicing the Premises and exterior walls are in good operating condition. In the event that any electrical, plumbing, sewer or other Building Systems servicing the Premises are not in good operating condition on the Lease commencement date. In the event Commencement Date, provided that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of Tenant gives Landlord written notice from Lessee setting forth with specificity of the nature of the violationproblem prior to the earlier of: (i) Tenant’s commencing any changes, to promptlyalterations or construction in the Premises, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within or (ii) thirty (30) days after the Lease commencement date Commencement Date, time being of the essence, Landlord shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereundersuch systems to be placed into good operating condition. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except Other than as otherwise provided expressly set forth in this Lease, Lessee Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or with respect to the present or future suitability of any part of the Premises for the conduct of Tenant’s business or the uses proposed by Tenant. Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earliercondition, subject to all applicable zoning, municipal, county and state (commonwealth) laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto to all of the foregoing and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessin this Lease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. See Addendum. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date Landlord, at its expense (unless Lessee is already in possessionotherwise noted on Exhibit D, Exhibit D-1, the preliminary plans and/or the construction drawings) will perform the work and Lessor further warrants to Lessee that make the plumbing, lighting, air conditioning, heating, and loading doors installations in the Premises as set forth in the attached Exhibit D (the “Work Letter”), which work is sometimes hereinafter referred to as “Landlord’s Work”. Landlord’s Work shall be performed in a good operating condition on the Lease commencement dateand workmanlike manner using new materials. In the event that it there is determined that a conflict or inconsistency between the provisions of this warranty has been violatedLease (including the Exhibits and Schedules annexed hereto) and the work set forth on the final construction documents to be prepared by Landlord for Landlord’s Work and approved by Landlord and Tenant after the date hereof, then it this Lease shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violationcontrolling. Landlord shall make commercially reasonable efforts, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor substantially complete Landlord’s Work within thirty three (303) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all months of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of full execution and delivery of this Lease, Lessee was the owner or occupant of the Premiseslease. (b) Except as otherwise provided Landlord’s agreement to do the work described in this Leasethe Work Letter shall not require it to incur overtime costs and expenses and shall be subject to unavoidable delays due to acts of God, Lessee hereby accepts the Premises in their condition existing as governmental restrictions, strikes, labor disturbances, shortage of the Lease commencement date or the date that Lessee takes possession materials and supplies and for any other causes of events beyond Landlord’s reasonable control. (c) Landlord may afford Tenant and its employees, agents and contractors access to the Premises, whichever is earlierat reasonable times prior to the Rent Commencement Date and at Tenant’s sole risk and expense, subject to all applicable zoning, municipal, county for the sole purpose of installing fixtures and state laws, ordinances telephone and regulations governing data wiring in the Premises and regulating the use of performing finishing work in the Premises. Access for such purposes shall not be deemed to constitute possession or occupancy accelerating the Rent Commencement Date, and any covenants or restrictions of recordprovided, and accepts this Lease subject thereto and to all matters disclosed thereby and however, that the activities undertaken by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessTenant during such access may result in Tenant Delays.

Condition of Premises. (a) Lessor LESSEE shall deliver take good care of the Premises to Lessee clean Apartment and free of debris on Lease commencement date (unless Lessee is already in possession) its fixtures, furniture and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heatingfurnishings, and loading doors shall report promptly in writing to the manager when any equipment or fixture or portion of the Apartment is out of repair. LESSEE shall be responsible for ordinary maintenance and repair of the Apartment, and for upkeep and maintenance of any patios, balconies, wood decks or other areas reserved for the private use of LESSEE. All plate and other glass now in the Premises apartment are at the risk of LESSEE, and if broken, are to be replaced by and at the expense of LESSEE. No alterations, additions or improvements in the Apartment or the building or grounds in the complex of which the apartment is a part may be made by LESSEE without the prior written consent of LESSOR. Any alterations, additions, improvements put in at the expense of the LESSEE shall become the property of LESSOR and shall remain upon and be surrendered with the Apartment as part thereof at the termination of this LEASE. If LESSOR consents to any work, LESSEE shall indemnify and hold LESSOR harmless, against any and all claims, costs, damages, liabilities and expenses (including attorney’s fees) which may be brought or imposed against or incurred by LESSOR in connections with such work. All mechanics liens filed by reason of such work shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptlydischarged by LESSEE, at Lessor's sole costhis/her expense, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty ten (3010) days after filing. LESSEE shall be responsible and liable for any and all injury or damage done to the Lease commencement date Apartment or to the building or complex in which the same is located, or the lawns, grounds, trees, shrubbery, sidewalks and complex surrounding the building, or to any and all property of LESSOR or other tenants caused by LESSEE’s acts or omission, or by those of LESSEE’s family, servants, agents, guests, permittee, invitee, other persons or pets whom LESSEE permits to be in, on or about the Apartment, building or complex, including injury or damage due to the operation, maintenance or control of heating and cooling equipment, appliances, fixtures and LESSEE shall cause also be liable for damage due to the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunderfailure to maintain heat therein to prevent damage to the Apartment. The warranty contained in this paragraph 6.3(a) extent and amount of damages to be charged to the LESSEE shall be determined by the LESSOR and shall be payable on demand by LESSOR. Should LESSOR pay or be required to pay or have expense for any act or omission by virtue of no force LESSEE’s tenancy, or effect if prior to caused by, through or under LESSEE, his family, servants, agents, guests or others, then the date of this Lease, Lessee was the owner or occupant of the Premisessame shall be paid by LESSEE as accrued additional rent. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. A. Sublessor shall construct within the Premises, at Sublessor’s sole cost and expense, in a good and workmanlike manner and in compliance with all applicable laws, codes, regulations and other governmental requirements, those certain improvements depicted on those certain construction plans and specifications attached hereto as Exhibit B and hereby made a part hereof. Sublessor and Sublessee hereby approve the Construction Documents. All work agreed to be performed by Sublessor pursuant to this Section 8 (aincluding all materials, supplies, components, labor and services required therefor) Lessor is herein referred to as the “Improvements”. Sublessor (i) shall deliver cause the Premises contractor that constructs the Improvements to Lessee clean and free warrant the Improvements against defects in materials or workmanship for a period of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that one year after the plumbing, lighting, air conditioning, heatingCommencement Date, and loading doors (ii) shall enforce such warranty on Sublessee’s behalf, and (ii) shall correct any latent or patent defects in the Premises or the systems serving same that are unrelated to defects or deficiencies in the Improvements, provided that Sublessee gives Sublessor written notice of any latent or patent defects that do not relate to the operation of the air conditioning system during the first 180 days after the Commencement Date, and provided that Tenant gives Landlord written notice of any latent or patent defects that relate to the operation of the air conditioning system during the first 270 days after the Commencement Date. B. The Construction Documents shall not be changed without the prior written consent of both parties, provided, however, that Sublessor reserves the right (i) to make substitutions of material of equivalent grade and quality when and if any specified material shall not be readily or reasonably available; and (ii) to make changes necessitated by conditions met in the course of construction, so long as there shall be general conformity with the Construction Documents, provided that Sublessor shall consult with Sublessee as to each such substitution or change and Sublessee’s written approval of any material substitution or change shall first be obtained, which approval shall not be unreasonably withheld or delayed and shall be deemed given if Sublessee fails to object within one (1) Business Day after Sublessor’s request for such approval. Any changes to the Construction Documents requested by Sublessee shall be submitted as written change orders signed by Sublessee. and if approved by Sublessor (which approval shall not be unreasonably withheld, conditioned or delayed), shall be signed by Sublessor, Any increase in good operating condition on the Lease commencement date. In costs of construction, including without limitation, architect’s fees, engineering fees, and other design fees, the event that it is determined that this warranty has been violatedgeneral contractor’s fees, then it or any increase in the cost of general conditions, resulting from any change orders requested by Sublessee, shall be the obligation responsibility of LessorSublessee, after and shall be paid by Sublessee to Sublessor within 30 days following receipt of a written notice from Lessee setting forth with specificity estimate therefor. C. Sublessee may inspect the nature progress of the violationconstruction of the Improvements from time to time upon reasonable advance notice. Sublessor shall allow the employees and contractors of Sublessee and of Quick International Courier, Inc., Sublessee’s permitted sub-sublessee, to promptly, access the Premises at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if least 2 weeks prior to the date of this LeaseSubstantial Completion to commence any wiring or installations that Sublessee and Quick International Courier, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of Inc. may desire to undertake prior to moving into the Premises, whichever is earlier, subject to the reasonable scheduling and coordination of all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and such work by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessSublessor’s construction manager.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to agrees with Lessee that the plumbing, lighting, fire and life safety, mechanical, electrical, ventilating, air conditioning, heating, and loading doors heating systems in the Premises or in the Building to the extent servicing the Premises (“Building Systems”) existing in the Premises as of the date hereof shall be in good operating condition as of the Commencement Date except to the extent damaged, removed or replaced by or on behalf of Lessee. Lessor agrees that as part of the Lease commencement date“Base Condition” (as defined in the Work Letter), Lessor shall at its sole cost create a rooftop penetration to permit access to the Building’s roof at the top of the Building’s existing common stairwell and shall separately demise such stairwell from the Premises. In the event that it is determined that this warranty agreement has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date , which shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained not be included in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the PremisesOperating Expenses. (b) Except as otherwise provided in this LeaseLease and subject to Lessor’s obligations under Sections 6.2(a), 6.3(a) and elsewhere in the Lease with respect to the services to be provided to Lessee by Lessor, Lessee hereby accepts the Premises and the Project in their “as-is” condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, hereof; subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that except as expressly set forth in Section 3.5, neither Lessor nor Lessor's ’s agent or agents has made any representation or warranty as to the present or future suitability of the Premises Premises, Common Areas, or Project for the conduct of Lessee's ’s business.

Condition of Premises. (a) Lessor Landlord shall deliver the Premises (including, but not limited to Lessee clean and free of debris on Lease commencement date HVAC (unless Lessee is already in possession) and Lessor further warrants to Lessee that the as hereinafter defined), electrical, plumbing, lighting, air conditioning, heatingsewer and other Building systems, and loading doors in the exterior walls, roof, parking area, landscaping and walkways) to Tenant on the Lease Commencement Date and Tenant shall accept the Premises shall be in their "AS IS" condition. To Landlord's knowledge, as of the date of this lease, all electrical, plumbing, sewer and other Building Systems servicing the Premises and exterior walls are in good operating condition. In the event that any electrical, plumbing, sewer or other Building Systems servicing the Premises are not in good operating condition on the Lease commencement date. In the event Commencement Date, provided that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of Tenant gives Landlord written notice from Lessee setting forth with specificity of the nature of the violationproblem prior to the earlier of: (i) Tenant's commencing any changes, to promptlyalterations or construction in the Premises, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within or (ii) thirty (30) days after the Lease commencement date Commencement Date, time being of the essence, Landlord shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereundersuch systems to be placed into good operating condition. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except Other than as otherwise provided expressly set forth in this Lease, Lessee Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises or with respect to the present or future suitability of any part of the Premises for the conduct of Tenant's business or the uses proposed by Tenant. Tenant hereby accepts the Premises Premises, the Building, and all improvements thereon, in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earliercondition, subject to all applicable zoning, municipal, county and state (commonwealth) laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto to all of the foregoing and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessin this Lease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.3 (a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lease Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. hereto Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date the Commencement Date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement dateCommencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at as Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date Commencement Date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph Paragraph 6.3(a) shall be of no force or effect if prior to the date of this LeaseCommencement Date, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date Commencement Date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, Premises and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. SEE ADDENDUM. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air air-conditioning, heating, and loading leading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole sale cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's ’s failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's ’s obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's ’s agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's ’s business. Lessor will maintain heating and A/C unit, Landscaping and parking areas.

Condition of Premises. 4.1 CONDITION OF PREMISES (a) Lessor shall Sublessee agrees to accept the Premises "as is", generally in the same order and condition as the Premises are in as of the date hereof, and agrees that Sublessor is under no obligation to perform any work upon or alteration to the Premises for Sublessee's use and occupancy, other than to deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition Sublessee on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the PremisesCommencement Date. (b) Except as otherwise provided in this Lease, Lessee hereby accepts Sublessor will permit Sublessee and its agents to enter the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as prior to the present or future suitability of Commencement Date in order to perform through Sublessee's own contractors (to be first approved by Sublessor) any work necessary to prepare the Premises for Sublessee's occupancy; all such work shall be performed substantially in accordance with plans approved by Sublessor and Prime Lessor. The foregoing license to enter prior to the conduct Commencement Date is conditioned upon Sublessee's workmen and mechanics working in harmony and not interfering with the labor employed by Sublessor, Sublessor's mechanics or contractors or by Prime Lessor or any other tenant or their contractors. If at any time such entry shall cause disharmony or interference, this license may be immediately withdrawn by Sublessor. Worker's compensation and public liability and property damage insurance, all in amounts and with companies and on forms satisfactory to Sublessor, shall be provided and at all times maintained by Sublessee or Sublessee's contractors engaged in the performance of Lessee's businessany work and, before proceeding with any work, certificates of such insurance shall be furnished to Sublessor. Any such entry shall be deemed to be under all of the terms, covenants, provisions and conditions of the Sublease except the covenant to pay Rent.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean Tenant acknowledges and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee agrees that the plumbing, lighting, air conditioning, heating, --------------------- Premises are and loading doors in the Premises shall be leased by Landlord to Tenant in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierits present "as-is" condition, subject to all liens, encumbrances and restrictions affecting the Premises. Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof, either to its fitness for use, condition, purpose or otherwise as to the quality of material or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by Tenant. Tenant acknowledges that Landlord has not investigated and does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purposes whatsoever. Tenant acknowledges and agrees that the Premises are to be leased to Tenant in their existing condition, i.e., "as-is", as of the Commencement Date and at all times thereafter. Tenant acknowledges that Tenant shall be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable zoninggovernmental requirements, municipalincluding, county without limitation, all governmental charges and state lawsfees, ordinances if any, which may be due or payable to applicable authorities. By leasing the Premises, Tenant warrants and regulations governing represents to Landlord that Tenant has examined and regulating approved all things concerning the Premises which Tenant deems material to Tenant's leasing and use of the Premises, . Tenant further acknowledges and agrees that: (a) neither Landlord nor any covenants or restrictions agent of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent Landlord has made any representation or warranty as to the present warranty, express or future suitability of implied, concerning the Premises for the conduct of Lessee's businessor which have induced Tenant to execute this Lease except as contained in this Lease; and (b) any other representations and warranties are expressly disclaimed by Landlord.

Condition of Premises. (a) Lessor shall deliver Except to the extent otherwise expressly provided in this Section 2.3, Tenant acknowledges that it will accept and occupy the Premises to Lessee clean 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 free Amgen Sublease and of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee Tenant’s occupancy of the Premises as a subtenant thereunder; provided, however, that the plumbingforegoing provisions of this sentence shall be subject to any rebuilding obligations expressly imposed upon Landlord under the Prior Lease (to the extent any 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, lightingexcept as expressly set forth in this Section 2.3, air conditioningthis Lease has no specific delivery requirements with respect to the physical condition of the Premises as of the Lease Commencement Date or as of the Direct Term Commencement Date; the obligations of the applicable parties with respect to the physical condition of the Premises (including, heatingbut not limited to, repair and maintenance obligations) shall be governed by the Prior Lease (and, as between Amgen and Tenant, by the Amgen Sublease) for the period prior to the Direct Term Commencement Date, and loading doors in by this Lease for the period commencing on the Direct Term Commencement Date. Without limiting the generality of the foregoing, TENANT 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. (b) Notwithstanding the provisions of Section 2.3(a) above, Landlord shall, at Landlord’s sole expense, perform all work necessary to cause the following (collectively, “Landlord’s Work”) to be true on or as soon as practicable after the Direct Term Commencement Date: the roof, structural elements and exterior walls of the Building and the base Building HVAC, mechanical, electrical, plumbing and life safety systems and utilities serving the Premises shall be in good operating working condition on and operable in their current locations, prior to modifications (or damage, if any) as a result of Tenant’s improvements or use. To the Lease commencement date. In the event that extent it is not reasonably practicable for Landlord’s Work to be completed by the Direct Term Commencement Date, Landlord shall thereafter proceed diligently and with reasonable efforts to complete Landlord’s Work as promptly as practicable thereafter, but in any event prior to the date three (3) months following the Direct Term Commencement Date. Following Landlord’s written notice to Tenant that Landlord has completed Landlord’s Work in the Premises and is delivering the Premises and the roof and the existing Building systems and utilities in the condition required above in this paragraph (“Landlord’s Completion Notice”), the respective obligations of the parties with respect to the maintenance, repair and/or replacement of all such systems and improvements shall be determined that in accordance with the provisions of Article 8 hereof and any other applicable provisions of this warranty has been violatedLease. If Landlord’s obligations with respect to Landlord’s Work under this paragraph are violated in any respect, then it shall be the obligation of LessorLandlord, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, to promptlycorrect promptly and diligently, at Lessor's Landlord’s sole cost, rectify the condition(s) constituting such violation. Lessee's , except that Tenant shall be responsible for any such corrective work to the extent the condition(s) constituting the violation are attributable to modifications (or damage, if any) in the course of Tenant’s improvements to or use of the Premises; provided, however, that Tenant’s failure to give such written notice to Lessor Landlord regarding any alleged violation within thirty one hundred eighty (30180) days (or, in the case of latent defects, one (1) year) after the Lease commencement date later of (x) the Direct Term Commencement Date or (y) the delivery of Landlord’s Completion Notice shall cause the give rise to a conclusive and irrebuttable presumption that Lessor Landlord has complied with all Landlord’s obligations under this paragraph with respect to Landlord’s Work. TENANT ACKNOWLEDGES THAT THE WARRANTIES AND/OR OBLIGATIONS CONTAINED IN THIS SECTION 2.3 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE PREMISES, BUILDING SYSTEMS AND EXISTING IMPROVEMENTS IN THE PREMISES. (c) Subject to the provisions of Lessor's obligations hereunderSection 2.1(a)(ii) above, Tenant’s construction of any alterations or improvements that Tenant may elect to construct in connection with Tenant’s occupancy and use of the Premises shall be governed (i) by all applicable provisions of the Prior Lease to the extent such improvements are performed during the Amgen Sublease and are therefore subject to the provisions of the Prior Lease (and of the Amgen Sublease) by reason of Tenant’s status as a subtenant under the Amgen Sublease, and (ii) by this Lease and by the Workletter attached hereto as Exhibit B and incorporated herein by this reference (the “Workletter”), the provisions of which Workletter are incorporated in this Lease as if fully set forth herein, and such alterations and improvements shall be constructed in compliance with all of the provisions thereof (including, without limitation, all conditions relating to Landlord’s approval of contractors, subcontractors, and plans and specifications), as well as the provisions of this Section 2.3. As set forth in Section 2.1(a)(ii) above, in the event of any inconsistency or conflict between the provisions of the Prior Lease (as remaining applicable to the Premises during the term of the Amgen Sublease) and the provisions of this Lease and of the Workletter with respect to Tenant’s construction of improvements in the Premises, as between Landlord and Tenant, the provisions of this Lease and of the Workletter shall be controlling. (d) In connection with Tenant’s anticipated construction of improvements in the Premises, Landlord shall provide Tenant with a tenant improvement allowance in the maximum amount of One Million Seven Hundred Thirty-Seven Thousand Three Hundred and No/100 Dollars ($1,737,300.00, calculated at the rate of $25.00 per square foot for the agreed area of 69,492 square feet for the Premises) (the “Tenant Improvement Allowance”), to be available for application towards the construction of tenant improvements in the Premises by Tenant at any time after the Lease Commencement Date up to and including March 31, 2011. Any unused portion of the Tenant Improvement Allowance shall be deemed to expire on March 31,2011 and thereafter shall no longer be available to Tenant for any purpose. The warranty contained in this paragraph 6.3(a) Tenant Improvement Allowance shall not be used or usable by Tenant for any moving or relocation expenses of no force Tenant, or effect if prior to for any cost or expense associated with any movable furniture, trade fixtures, personal property or any other item or element which, under the date applicable provisions of this Lease, Lessee was will not become Landlord’s property and remain with the owner Premises upon expiration or occupant termination of this Lease. Subject to the limitation set forth in the preceding sentence, however, the Tenant Improvement Allowance may be used for architectural, engineering, project management and permit-related costs and fees. Additional conditions and procedures relating to the disbursement of the PremisesTenant Improvement Allowance shall be as set forth in the Workletter. To the extent the Tenant Improvement Allowance or any portion thereof is actually drawn down by Tenant, the amount actually drawn down shall result in an obligation of Tenant to pay Supplemental Minimum Rent pursuant to Section 3.1(b) hereof. (be) Except as otherwise provided in this LeaseLandlord, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county Tenant and state laws, ordinances and regulations governing and regulating the use Amgen have conducted a mutual walk-through of the Premises, and any covenants on the basis of that walkthrough, Landlord has agreed (and hereby confirms for the benefit of Amgen and Tenant) that (i) Landlord shall not require Amgen or restrictions Tenant to remove at the expiration or earlier termination of recordthe Prior Lease, and accepts shall not require Tenant to remove at the expiration or earlier termination of this Lease, any alterations, additions, improvements, fixtures, trade fixtures or equipment located in the Premises as of the Lease Commencement Date; and (ii) any removal obligations with respect to alterations, additions or improvements constructed or performed in the Premises after the Lease Commencement Date shall be governed by the applicable provisions of this Lease subject thereto and of the Workletter. (f) Tenant shall be entitled to have the use (but not the ownership), beginning on the Direct Term Commencement Date and continuing through the remaining term of this Lease, at no additional rent, of any and all matters disclosed thereby existing cubicles, furniture, fixtures, trade fixtures and by any exhibits attached heretoequipment (including, but not limited to, emergency generator, UPS systems, glass wash and cage wash equipment, lab case work, fume hoods, lab benches, cold rooms and associated laboratory improvements) located in the Premises on the Direct Term Commencement Date. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as LANDLORD MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDITION, NATURE OR SUITABILITY OF ANY SUCH ITEMS, AND TENANT AGREES TO ACCEPT EACH ITEM THEREOF IN ITS CONDITION EXISTING AS OF THE DIRECT TERM COMMENCEMENT DATE, and thereafter to be responsible for the maintenance, repair and/or replacement of such items to the present extent provided in, and in accordance with the provisions of, Article 8 hereof. Nothing in this paragraph shall be construed to authorize Tenant to demolish, dispose of or future suitability of otherwise remove from the Premises any such existing items except with Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that Landlord expressly consents to Tenant’s proposed removal of approximately twenty-two (22) existing fume hoods from the Premises, of which removed fume hoods (i) twelve (12) fume hoods shall be transported and delivered by Tenant to Landlord, in substantially the same condition in which they were removed from the Premises, at a location designated by Landlord in writing in or about the Britannia Point Eden Business Park in Hayward, California and (ii) the remaining fume hoods may be disposed of by Tenant in such manner and for the conduct of Lessee's businesssuch value (if any) as Tenant in its discretion deems appropriate, at Tenant’s sole expense and in compliance with any applicable laws.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. LesseeXxxxxx's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee Xxxxxx acknowledges that neither Lessor nor LessorXxxxxx's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of LesseeXxxxxx's business.

Condition of Premises. (a) Lessor shall deliver Tenant acknowledges and agrees that the Premises to Lessee clean are and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be leased by Landlord to Tenant in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierits present "as-is" condition, subject to all liens, encumbrances and restrictions affecting the Premises. Landlord makes absolutely no representations or warranties whatsoever with respect to the Premises or the condition thereof, either to its fitness for use, condition, purpose or otherwise as to the quality or material or workmanship therein, latent or patent, it being agreed that all such risks are to be borne by Tenant.. Tenant acknowledges that Landlord has not investigated and does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purposes whatsoever. Tenant acknowledges and agrees that the Premises are to be leased to Tenant in their existing condition, i.e., "as-is", as of the Commencement Date and at all times thereafter. Tenant acknowledges that Tenant shall be solely responsible for any and all actions, repairs, permits, approvals and costs required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance with applicable zoninggovernmental requirements, municipalincluding, county without limitation, all governmental charges and state lawsfees, ordinances if any, which may be due or payable to applicable authorities. By leasing the Premises, Tenant warrants and regulations governing represents to Landlord that Tenant has examined and regulating approved all things concerning the Premises which Tenant deems material to Tenant's leasing and use of the Premises, . Tenant further acknowledges and agrees that: (a) neither Landlord nor any covenants or restrictions agent of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent Landlord has made any representation or warranty as to the present warranty, express or future suitability of implied, concerning the Premises for the conduct of Lessee's businessor which have induced Tenant to execute this Lease except as contained in this Lease; and (b) any other representations and warranties are expressly disclaimed by Landlord.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify Having made such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant inspection of the Premises. , the Building or the Project as it deemed prudent and appropriate (b) Except as otherwise provided in including, without limitation, testing for the presence of mold), subject to the terms of this LeaseLease and the Work Letter for the construction of Tenant Improvements, Lessee Tenant hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the PremisesCommencement Date, whichever is earlier, “AS-IS” and “WITH ALL FAULTS” subject to all Applicable Laws, including but not limited to any applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, Landlord’s obligations pursuant to Section 1.1 of the Work Letter to complete the Landlord’s Work, Landlord’s express representations and warranties hereunder, and any Private Restrictions or covenants or restrictions 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. Lessee 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 neither Lessor Landlord nor Lessor's any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's Tenant’s business. Neither party has been induced to enter into this Lease by, nor is either party relying on, any representation or warranty outside those expressly set forth in this Lease. The commencement of business operations from the Premises by Tenant shall presumptively establish that, subject to the terms of Section 5.06 below, the Premises and Building were at such time in good and sanitary order, condition and repair.

Condition of Premises. (a) On the Commencement Date, Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already debris, with all life and safety, electrical, plumbing, gas, HVAC, and other mechanical systems in possession) and good operating condition. Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors Premises were upon completion of the initial construction thereof built in accordance with the Premises shall be approved plans therefor in good operating condition on the Lease commencement datea workmanlike manner. In the event that it is determined that this warranty any of these covenants or warranties has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure Lessor shall not have any liability for any claimed violation by Lessor of the foregoing covenants or warranties unless and except to give such the extent Lessor receives written notice to Lessor from Lessee thereof within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the PremisesCommencement Date. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierCommencement Date, subject to all applicable zoning, municipal, county county, state, and state laws, ordinances and regulations other applicable laws governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretothereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business. Except as specified in Section 6.03(a) above, Lessee acknowledges that Lessor has no obligation to make any improvements or repairs to the Premises at the outset of the Lease, and except as provided in Section 6.02(a) above is not warranting that as of the Commencement Date the interior or exterior of the Premises is in compliance with all ordinances, rules, codes and regulations of applicable governmental authority, as Lessee is taking possession of the Premises in their "as-is" physical condition and will be solely responsible for making any and all repairs and improvements to the Premises as may be necessary to operate the Premises for the use specified herein and to bring the Premises into compliance with all such ordinances, rules, codes and regulations, all of which repairs and/or improvements shall be made in strict accordance with the provisions of this Lease and at the sole cost and expense of Lessee.

Condition of Premises. (a) Lessor Landlord shall deliver complete, or cause others to complete, the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors 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 the Premises and certain areas adjacent to the Building, as described in Exhibit G, a complete copy of which shall be in good operating condition 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 commencement date. In if Landlord determines, in its sole discretion, that the event contamination requiring remediation is significant, by notice given to Tenant within ten (10) Business Days after delivery of the Limited Phase II Environmental Site Assessment, and this Lease shall cease and come to an end without further liability or obligation on the part of either party upon the giving of such notice, or 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 it is determined that this warranty such work has been violatedcompleted and that no additional remediation work is required. If the Limited Phase II Environmental Site Assessment does not indicate that any remediation work is required, then it the Limited Phase II Environmental Site Assessment shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature Final Phase II Assessment. Subject to completion of the violationDemolition Work and any remediation work required by the preceding paragraph, Tenant agrees to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all accept delivery of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their the condition existing as of the Lease commencement date or Date of this Lease. Tenant acknowledges that it has been given an adequate opportunity to inspect the date that Lessee takes possession Premises and the common areas and facilities of the Premises, whichever is earlierComplex and, subject to all applicable zoningthe completion of any work required to be performed by Landlord pursuant to the preceding sentence, municipal, county has found the condition of both satisfactory and state laws, ordinances and regulations governing and regulating the use is not relying on any representations of the PremisesLandlord or Landlord's agents or employees as to such condition, and any covenants or restrictions of record, and accepts Landlord shall have no obligation with respect thereto except as may be expressly set forth in this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessLease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean Except as provided in Sections 8.2 and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date 9.2 of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises and the Building in their present “AS IS, WHERE IS” and “WITH ALL FAULTS” condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierCommencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretohereto and any Punch-List items required to be completed by Landlord as set forth in Section 9.2 below. Lessee 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 Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Lessor Landlord nor Lessor's any agent nor any employee of Landlord has made any representation representations or warranty as with respect to the present Premises or future the Building or with respect to the suitability of the Premises either for the conduct of Lessee's businessTenant’s business and Tenant expressly warrants and represents that Tenant has relied solely on its own investigation and inspection of the Premises and the Building in its decision to enter into this Lease and let the Premises in the above-described condition. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such time in satisfactory condition. In addition, except as provided in Section 8.2, Tenant shall at Tenant’s expense, comply with all applicable laws, statutes, ordinances, rules, regulations, orders, restrictions of record, and requirements in effect during the Lease Term or any part of the term hereof regulating the use or alteration by Tenant of the Premises. 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.

Condition of Premises. (aA) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied compiled with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (bB) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises premises to Lessee clean and free of debris on Lease the lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises premises shall be in good operating condition on the Lease lease commencement date. In the event that it is determined that this the warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, cost rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.3 (a) shall be of no force or effect if prior to the date of this Leaselease, Lessee was the an owner or occupant of the Premisespremises. (b) Except as otherwise provided in this Leaselease, Lessee hereby accepts the Premises premises in their condition existing as of the Lease lease commencement date or the date that Lessee takes possession of the Premisespremises, whichever is earlier, ; subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premisespremises, and any covenants or restrictions of record, and accepts this Lease lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises premises for the conduct of Lessee's business.

Condition of Premises. Landlord warrants and covenants to Tenant that, as of the Improvement Completion Date: (a) Lessor the Building Shell will be constructed in accordance with Landlord’s Plans, as modified pursuant to the terms of the Work Letter; (b) the electrical, plumbing or mechanical systems in the Building (“Building Systems”) shall deliver be new, properly installed and in good working order; (c) the Building Shell as originally constructed pursuant to Landlord’s Plans complied with the American’s with Disabilities Act in effect as of the date of the issuance by the City of San Diego of the building permit for the Building Shell, except for such noncompliance as shall not have a material adverse effect on Tenant’s rights or obligations under this Lease or Tenant’s ability to use the Premises; and (d) there shall be no Hazardous Substances located in, on or about the Building or the Premises, except for such Hazardous Substances brought on the Premises or Project by Tenant pursuant to Lessee clean and free the provision of debris on Lease commencement date (unless Lessee is already in possession) and Lessor Article 14. Landlord further warrants to Lessee and covenants that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature as of the violationdate of the issuance by the City of San Diego of the building permit for the Building Shell, to promptly, at Lessor's sole cost, rectify such violationLandlord’s Plans complied with all applicable required building codes. Lessee's failure to give such written notice to Lessor Tenant shall notify Landlord within thirty (30) days after Tenant becomes aware of any breach of the Lease commencement date foregoing warranty and covenant; provided, however, Tenant shall cause have no recourse against Landlord for any breach of the conclusive presumption foregoing warranty and covenant that Lessor has complied with all could have been discovered by a visual inspection of Lessor's obligations hereunderthe Premises and the public spaces located within the Building unless Tenant notifies Landlord of such breach within one hundred twenty (120) days after the Improvement Completion Date. The warranty contained With respect to the covenants and warranties in this paragraph 6.3(a) Section 1.07, Landlord shall be of no force repair or effect if prior to replace the date of this Lease, Lessee was the owner or occupant defective elements of the Premises. Building Shell or Building Systems at its own cost and not as an Operating Expense within thirty (b30) days after Landlord receives notice of such defect from Tenant; provided, however, if by the nature of such correction more than thirty (30) days is required to effect such correction, Landlord shall not be in default hereunder if such correction is commenced within such thirty (30) days period and is diligently pursued to completion. So long as Landlord satisfies the covenant set forth in the preceding sentence, Tenant shall have no other remedy for the failure of the covenants and warranties set forth in this Section 1.07. Except as otherwise provided set forth in this LeaseSection 1.07, Lessee Landlord makes no representations and warranties regarding the condition of the improvements in the Premises or their fitness for Tenant’s intended use. Landlord shall have no obligation to make any other improvements to the Premises and, to the maximum extent permitted by law, Tenant hereby accepts agrees to accept the Premises in their condition existing “as-is” condition. The foregoing provisions of this Section 1.07 shall not be deemed to diminish Landlord’s obligations to construct Landlord’s Work and Tenant’s Improvement Work as of provided in the Lease commencement date Work Letter or Landlord’s obligations to repair or restore the date that Lessee takes possession of Project, including the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts as provided elsewhere in this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessLease.

Condition of Premises. Subtenant has examined the Premises, is aware of the physical condition thereof, and agrees to take the same “as is,” in its current condition and state of repair, reasonable wear and tear excepted (a) Lessor shall however, Sublandlord will deliver the Premises in vacant, broom clean condition with the Furniture) with the understanding that there shall be no obligation on the part of Sublandlord to Lessee clean and free perform any work, supply any materials or incur any expense whatsoever in connection with the preparation of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in Premises for Subtenant’s occupancy thereof. The taking of possession of the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature deemed to constitute Subtenant’s acceptance of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after Premises in the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to condition existing on the date of such taking of possession. Notwithstanding any provision of this LeaseSublease to the contrary, Lessee was on the owner or occupant Commencement Date the HVAC unit, any appliances that are part of the Premises. (b) Except as otherwise provided Furniture and the existing electric meter shall be in this Leasegood working order. Subtenant shall be responsible, Lessee hereby accepts at its sole cost and expense, for the maintenance and repair of the HVAC unit. Subtenant shall contract for and maintain throughout the Term service of the HVAC unit and related equipment with a recognized maintenance company reasonably acceptable to Sublandlord and shall forward to Sublandlord copies of such contract and all renewals and modifications thereof. Pursuant to the Xxxxxxxxx, Overlandlord shall be responsible for all repairs to the HVAC unit in excess of $10,000. Subtenant shall not have any obligation to remove or restore any fixtures or alterations existing in the Premises in their condition existing as on the date of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessSublease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants warrant to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting selling forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. , Lessee's failure to give such written notice to Lessor within thirty one hundred-eighty (30180) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises.: (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the structural portions of the Premises are, to Lessor's actual knowledge, sound and the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violationviolation to, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty sixty (3060) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises.(SEE RIDER PROVISION 51) (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. hereto Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.. (SEE RIDER PROVISION 52)

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date ({unless Lessee is already in possession) and Lessor further warrants to Lessee that that, subject to the qualifications set forth in this paragraph 6.3(a), the plumbing, lighting, air conditioningconditioning (if any), heating, heating and loading doors in the Premises doors, shall be in good operating condition on the Lease commencement dateRent Commencement Date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. With respect to the warranty as to the condition of the Premises, but not the warranty of legal compliance, Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date Commencement Date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) The parties acknowledge that the fire sprinkler system in the Building presently is not capable of performing at the standard for Lessee's specific use of the premises. Conditioned upon the terms set forth below, Lessor agrees to install a fire sprinkler system so that it meets or exceeds the standards necessary for Lessee's specific use of the Premises and to add fire sprinklers to the paint booths and acid etch room to be constructed within the Premises. The costs of such sprinkler installation and repair shall be borne by Lessee and Lessor as follows: The first Seventy-five Thousand Dollars ($75,000.00) shall be the obligation of Lessee. Any costs in excess of Seventy-five Thousand Dollars ($75,000.00) shall be the obligation of Lessor. In no event shall Lessee's portion of such costs exceed Seventy-Five Thousand Dollars ($75,000.00). Such sprinkler installation and repair shall be immediately begun upon either Lessor or Lessee obtaining the financing for the Improvement Loan set forth in paragraph 48. (c) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) 1.01 Lessor shall deliver the Premises leased premises in "as is" condition. Subject to Lessee's option to terminate as hereinafter provided, upon delivery of possession, Lessee covenants and agrees to take unconditional physical possession of the leased premises and accepts the leased premises in "as is" condition without representation by Lessor or any person, firm or corporation on behalf of Lessor as to the condition thereof, and acknowledges that the leased premises are in satisfactory condition. Subject to Lessee clean and free having commissioned an engineering survey within (seven) 7 days of debris on Lease commencement the date of execution hereof, during the twenty-one (unless 21) days following the date of execution hereof, Lessee is already in possession) and Lessor further warrants shall have access to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in leased premises for purposes of inspecting the Premises shall be in good operating condition on the Lease commencement dateof same. In the event that it is determined Lessee shall notify Lessor in writing within such 21 day period that this warranty has been violatedLessee shall have discovered a significant defect or disrepair in the leased premises (subject to independent verification, if Lessor deems same reasonably necessary), then it Lessee shall be have the obligation option of Lessor, after receipt of terminating this Lease by giving written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice thereof to Lessor within thirty (30) days after such 21 day period. For purposes of the Lease foregoing sentence, a "significant defect or disrepair" in the leased premises shall be deemed to mean defects or items of disrepair of such a nature as to require aggregate capital expenditures or repair costs of more than $100,000, within the 120 day period immediately following the commencement date shall cause of the conclusive presumption that Lessor has complied with all of term hereof. Upon Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct receipt of Lessee's businessnotice to terminate, Lessor shall have ten (10) days during which Lessor may nullify and vitiate Lessee's option by agreeing to bear the cost of correction or disrepair in excess of $100,000.00.

Condition of Premises. (a) Lessor shall deliver delivery the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event even that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth growth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition conditions existing as of the Lease Last commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors Premises were upon completion of the initial construction thereof built in accordance with the Premises shall be approved plans therefor in good operating condition on the Lease commencement datea workmanlike manner. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's failure Lessor shall not have any liability for any claimed violation by Lessor of the foregoing warranty unless and except to give such the extent Lessor receives written notice to Lessor from Lessee thereof within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the PremisesCommencement Date. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierCommencement Date, subject to all applicable zoning, municipal, county county, state, and state laws, ordinances and regulations other applicable laws governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretothereto. Lessee acknowledges that neither Lessor nor Lessor's ’s agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's ’s business. Except as specified in Section 6.03(a) above, Lessee acknowledges that Lessor has no obligation to make any improvements or repairs to the Premises at the outset of the Lease, and except as provided in Section 6.02(a) above is not warranting that as of the Commencement Date the interior or exterior of the Premises is in compliance with all ordinances, rules, codes and regulations of applicable governmental authority, as Lessee is taking possession of the Premises in their “as-is” physical condition and will be solely responsible for making any and all repairs and improvements to the Premises as may be necessary to operate the Premises for the use specified herein and, to the extent compliance is required due to Lessee’s specific use of the Premises rather than as a requirement for buildings generally to bring the Premises into compliance with all such ordinances, rules, codes and regulations, all of which repairs and/or improvements shall be made in strict accordance with the provisions of this Lease and at the sole cost and expense of Lessee. Nothing in the preceding sentence shall be construed to impose any obligation on Lessor to make any repairs or improvements the Lessee is not required to make but which are nonetheless required to comply with any such ordinances, rules, codes and regulations.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, violated then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, violation to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. hereto Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor Lessors within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. See Addendum. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor Landlord shall deliver the Premises to Lessee Tenant clean and free of debris on Lease commencement date the Commencement Date (unless Lessee is already in possessionsubject to any damage caused by Tenant during any early entry under paragraph 3.5) and Lessor Landlord further warrants to Lessee Tenant that the plumbing, lighting, electrical, mechanical and life safety systems, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement dateCommencement Date. In the event that it is determined that this warranty has been violated, unless Tenant has caused the problem, then it shall be the obligation of LessorLandlord, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, which Landlord must receive within one (1) year after the Commencement Date, to promptly, at LessorLandlord's sole cost, rectify such violation. LesseeTenant's failure to give such written notice to Lessor Landlord within thirty (30) days after the Lease commencement date such one-year period shall cause the conclusive presumption that Lessor Landlord has complied with all of LessorLandlord's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises in their the condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, Commencement Date subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, Premises and any covenants or restrictions of recordCC&R's, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretothereby. Lessee Tenant acknowledges that neither Lessor Landlord nor LessorLandlord's agent has made any representation or warranty or other promise as to the present or future suitability of the Premises for the conduct of LesseeTenant's businessbusiness other than as set forth in the express provisions of this Lease. (c) Notwithstanding any provision in this Lease to the contrary, all punchlist items will be rectified by Landlord within thirty (30) days after Tenant takes possession of the particular sub-phase or phase in question, provided that if Landlord requires additional time to rectify any item that cannot be rectified within thirty (30) days, notwithstanding Landlord's reasonable diligence, Landlord shall have a reasonable period of time thereafter to rectify such item. Notwithstanding any provision in this Lease to the contrary, Tenant will not be liable for material structural latent defects, which will remain the obligation of Landlord at Landlord's expense during the Term.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, violated then it shall be the obligation of Lessor, . after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6 3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, earlier subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, Premises and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor 6.3.1 Landlord shall deliver the Premises to Lessee clean and free of debris Tenant on the Lease commencement date Commencement Date (unless Lessee Tenant is already in possession) and Lessor further warrants to Lessee that ), but makes no representation or warranty regarding the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) 6.3.2 Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease commencement date Commencement Date or the date that Lessee Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee Except as otherwise provided in this Lease, Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor Landlord nor LessorLandlord's agent or agents has made any representation or warranty as to the present or future suitability of the Premises Premises, Common Areas, or Office Building Project for the conduct of LesseeTenant's business. Tenant's taking of possession of the Premises shall conclusively establish that the Premises and the Building were in satisfactory condition at the time of that possession (excluding latent defects), provided that nothing contained in this sentence shall be construed to waive Tenant's rights under the Work Letter Agreement. 6.3.3 Tenant accepts that from time to time there may be construction and improvement work by Landlord on other space in the Building and to the Common Areas and other portions of the Office Building Project, and that such work may cause intermittent noise, vibrations, or other temporary inconveniences; provided, however, Landlord will take all steps reasonably necessary and feasible to minimize all such inconveniences to Tenant and Tenant's employees and visitors.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. Licensor warrants as follows: Licensor shall (a) Lessor shall deliver meet the Premises highest professional standard of diligence, care, timeliness, trust and skill exercised by experienced members of Licensor’s profession with expertise in performing services similar to Lessee clean those to be provided hereunder; and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except exercise such professional standard by appropriate actions or inaction during the term; (vi) Licensor shall exert commercially reasonable efforts to use efficiently the resources necessary to perform its obligations hereunder consistent with Company’s interest; (vii) Licensor shall obtain all authorizations, permits certificates and licenses that are required for Licensor’s performance under this Agreement; and (viii) all warranties provided hereunder will inure to the benefit of Licensee and Licensee’s successors and assigns. Licensee acknowledges that; (a) Licensee has made such investigations as otherwise provided in this Lease, Lessee hereby accepts it deems necessary with reference to such matters and assumes all responsibility therefore as the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject same relate to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the its use of the PremisesPremises and Services, and (b) neither Licensor, Licensor’s agents, nor any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent broker has made any representation oral or warranty written representations or warranties with respect to said matters other than as set forth in this Agreement or any Order, and (c) other than as set forth in this Agreement or any Order, Licensor is under no obligation to the present perform any work or future suitability of provide any materials to prepare the Premises or the Building (as defined in the applicable Order) for the conduct of Lessee's businessLicensee. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT THOSE EXPRESSLY STATED HEREIN.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of the Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) Commencement Date with the shell building completed and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises such building shall be in good operating condition on the Lease commencement dateCommencement Date, that it was built in accordance with the approved plans therefor, and in a workmanlike manner. In all other respects, the event that Premises shall be delivered to Lessee in an "as is" condition. Notwithstanding the foregoing, it is determined understood that this warranty has been violated, then it Lessee may occupy the Premises as successor-in-interest to IDEC with respect to certain improvements made and fixtures added by IDEC on and to the Premises. Lessee shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior entitled to the date use and benefit of this Lease, Lessee was all such improvements and fixtures remaining on the owner or occupant Premises upon IDEC's termination of the Premisesoccupancy. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises "as is" in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierCommencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations laws governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretothereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business. (c) Within thirty (30) days following the date on which this Lease is executed by Lessor and Lessee, Lessor shall cause an environmental consultant reasonably acceptable to Lessee to make an inspection of the Premises for purposes of determining whether there are any hazardous or toxic materials (as defined in Article VII) being used or which have been used on the Premises in violation of any applicable law or ordinances or which, if so used by Lessee, would place Lessee in breach of Article VII of this

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this LeaseSection 3.1.2 and except as described in Exhibit C attached hereto and incorporated herein by reference (the “Work Letter”), Lessee hereby accepts Tenant agrees to accept the Premises in their condition existing as “as-is” condition, without any representations or warranties by Landlord, and with no obligation of Landlord to make any alterations or improvements to the Lease commencement date Premises or to provide any tenant improvement allowance; excepting the date that Lessee takes work described in Exhibit C (“Landlord’s Work”), which shall be “substantially complete” prior to delivery of possession of the PremisesPremises to Tenant. “Substantially complete” shall mean that Landlord’s Work has been completed except for mechanical adjustments and items of the type customarily found on an architectural punch-list, whichever is earlier, subject to all applicable zoning, municipal, county the correction or completion of which will not substantially interfere with Tenant’s occupancy and state laws, ordinances and regulations governing and regulating the use of the Premises, and issuance of a Temporary Certificate of Occupancy. Landlord shall exercise commercially reasonable efforts (without any covenants obligation to engage overtime labor or restrictions commence any litigation) to deliver possession of recordthe Premises to Tenant in the condition specified in this Section 3.1 on or before the Anticipated Commencement Date. If Landlord, and accepts for any reason whatsoever, cannot deliver possession of the Premises to Tenant in the condition specified in this Section 3.1 on or before the Anticipated Commencement Date, this Lease subject thereto shall not be void or voidable and Landlord shall not be in default or liable to all matters disclosed thereby Tenant for any loss or damage resulting therefrom; provided, however, if Landlord is unable to deliver possession of the Premises within ninety (90) days after the Anticipated Commencement Date as a result of delays attributable to Landlord (as opposed to Tenant) in constructing the tenant improvements described in the. Work Letter, then Tenant may terminate this Lease by written notice to Landlord given within five (5) days after the end of such ninety (90) day period. The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and by the Building were at such time in good and sanitary order, condition and repair, except for latent defects. No delay in delivery of the Premises for any exhibits reason whatsoever shall operate to extend the Expiration Date or the Term. In the event that the Premises are delivered to Tenant on any date other than the Anticipated Commencement Date set forth in the Basic Lease Information of this Lease, Landlord and Tenant shall execute a Confirmation of Term in the form as set forth in Exhibit E attached heretoto this Lease. Lessee Tenant acknowledges that neither Lessor Landlord nor Lessor's any agent of Landlord has made any representation or warranty as with respect to the present or future suitability of the Premises or the Building for the conduct of Lessee's Tenant’s business.

Condition of Premises. (a) Lessor Landlord shall deliver perform Landlord’s Work in the manner and subject to the provisions of Exhibit C-1 attached hereto and made a part hereof. Landlord’s Work shall be deemed to have been Substantially Completed (subject to Landlord’s obligation to complete same) even though minor details or adjustments may not then be completed. The taking of possession of the Premises by Tenant for the performance of Tenant’s Work (or the completion of Landlord’s Work pursuant to Lessee clean Section 3.01 hereof) or for the conduct of business or for any other reason whatsoever shall be deemed an acceptance of the Premises and free Substantial Completion by Landlord of debris Landlord’s Work (except as otherwise expressly provided in Section 3.01 hereof). Notwithstanding anything to the contrary contained in this Lease, in the event that the Commencement Date is delayed by reason of delays caused or occasioned by Tenant, Tenant agrees that at Landlord’s option the term of this Lease and Tenant’s obligations shall commence on the date that this Lease commencement date would have commenced had the Commencement Date not been so delayed by Tenant. Other than Landlord’s obligation to perform Landlord’s Work and pay the Work Allowance (unless Lessee is already as defined in possessionExhibit C-2) in accordance with, and subject to, the provisions of Exhibit C-2, Landlord shall have no obligation to perform any work, supply any materials or incur any cost in preparing the Premises for Tenant’s occupancy, and Tenant shall accept possession and occupancy of the Premises on the Commencement Date in their then “AS-IS” condition and state of repair, subject to any and all defects therein, latent or otherwise. Any installations, materials and work which may be undertaken by or for the account of Tenant to equip, decorate and furnish the Premises for Tenant’s initial occupancy thereof (hereinafter referred to as “Tenant’s Work”) shall be performed in accordance with Exhibit C-2 at Tenant’s sole cost and expense (except for Landlord’s obligation to perform Landlord’s Work and pay the Work Allowance in accordance with, and subject to, the provisions of Exhibit C-2), in accordance with the terms, covenants and conditions set forth in this Lease, including, without limitation, Articles 13 and 14 hereof. (b) Landlord shall cure (promptly following receipt of notice from Tenant) any existing New York City Department of Buildings or other municipal agency violations which were caused by Landlord (as contrasted with any violations which are caused by other tenants or occupants of the Building, hereinafter called “Non-Landlord Violations”) and Lessor further warrants to Lessee that are outstanding against the plumbing, lighting, air conditioning, heating, Building and loading doors in which prevent Tenant from receiving any governmental permits required for the Premises shall be in good operating condition on the Lease commencement dateperformance of Tenant’s Work (“Landlord Violations”). In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, (i) Landlord fails to cure any Landlord Violation within ten (10) days after receipt of written notice from Lessee setting forth with specificity Tenant (which cure period shall be extended on a day for day basis to the nature extent Landlord is prevented from curing such violation by reason of delay caused by Tenant or any Tenant Party, or if such cure is not susceptible to being cured within ten (10) days, if Landlord is diligently pursuing the cure), and (ii) Tenant is actually delayed in completing Tenant’s Work and occupying the Premises as a result of a Landlord Violation, then the Rent Commencement Date shall be extended by one day for each day Tenant is actually delayed in completing Tenant’s Work and occupying the Premises as a result of a Landlord Violation. Landlord agrees to use commercially reasonable efforts to cause the responsible tenant or occupant of the violationBuilding to cure any Non-Landlord Violations. (c) Except to the extent submitted to Landlord pursuant to Section 4.02 below, within a reasonable time after the completion of the Tenant’s Work, Tenant shall deliver to Landlord the following items (the “Close Out Deliverables”): (i) copies of paid receipted invoices from the contractors and subcontractors who performed the Tenant’s Work, and from the materialmen and suppliers who supplied the materials and supplies for the Tenant’s Work; (ii) a certificate from Tenant’s architect that (1) all Tenant’s Work has been Substantially Completed substantially in accordance with the Tenant’s Plans and revisions thereto theretofore approved by Landlord; (2) to the best of such architect’s knowledge, after due inquiry, there are no violations or liens pending as a result of any of the Tenant’s Work; and (3) all Tenant’s Work has been paid for in full; (iii) final lien waivers from the general contractor or construction manager and each contractor, subcontractor, materialman and supplier to the extent of the amount paid to such parties and a general release in favor of Landlord from the general contractor or construction manager; and (iv) in respect of all Tenant’s Work, three (3) copies of as-built drawings (in hard copy/blueprint format and in the latest version of AutoCAD format (or such other format as may be approved by Landlord)), and three (3) copies of balancing reports, operating manuals, maintenance logs, warranties and guaranties, sign-offs and inspection reports. 4.02 Tenant, at Tenant’s sole cost and expense, may obtain a certification by the U.S. Green Building Council under the Leadership in Energy and Environmental Design Rating System (“LEED”). Landlord may also attempt to obtain LEED certification for the Building. Landlord and Tenant shall discuss and cooperate with one another, without cost or expense to the cooperating party, to promptly, at Lessor's sole cost, rectify such violationobtain a potential LEED Certification for the Building and/or the Premises and establish appropriate goals with respect thereto. Lessee's Any failure for any reason by Landlord or Tenant to give such written notice obtain or maintain any LEED certification shall be without liability to Lessor within thirty (30) days after the Lease commencement date Landlord or Tenant and shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations not constitute a default by Landlord or Tenant hereunder. The warranty contained in this paragraph 6.3(a) shall be As of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the PremisesBuilding is Energy Star rated. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, promptly at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor On the last day or sooner termination of the Term, Tenant shall deliver quit and surrender the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbingLandlord, lightingbroom clean, air conditioning, heating, and loading doors in the Premises shall be in good operating order, condition and repair as required by Section 9.2, together with all alterations, additions and improvements made in, to or on the Lease commencement date. In Premises, except movable furniture and Tenant's trade fixtures installed at the event expense of Tenant, except that it is determined that this warranty has been violated, then it Tenant shall be the obligation of Lessor, after receipt of written notice ascertain from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor Landlord within thirty (30) days after before the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant end of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of Term whether Landlord desires to have the Premises, whichever is earlieror any part or parts thereof, subject restored to the condition in which the Premises were delivered to Tenant, or to their condition prior to making any alteration, addition or improvements thereto, and if Landlord shall so desire, then Tenant shall, at Tenant's sole cost and expense, so restore the Premises, or such part or parts thereof, before the end of the Term. On or before the end of the Term, Tenant shall remove all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of its personal property from the Premises, and all property of Tenant not removed hereunder shall be deemed, at Landlord's option, to be abandoned by Tenant and Landlord may store such property in Tenant's name at Tenant's expense, and/or dispose of the same in any covenants manner permitted by law. Tenant shall repair any and all damage to the Premises caused by Tenant's removal of its furniture, trade fixtures or restrictions property hereunder. If the Premises are not surrendered as of recordthe end of the Term in the manner and condition herein specified, Tenant shall indemnify, defend, protect and accepts this Lease subject thereto hold Landlord harmless from and to against all matters disclosed thereby and loss, liability, cost or expense (including reasonable attorneys' fees) resulting from or caused by Tenant's delay or failure in so surrendering the Premises, including any claims made by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation succeeding tenant due to such delay or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessfailure.

Condition of Premises. (a) Lessor shall deliver The Tenant hereby accepts the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors premises in the Premises shall be in good operating present condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of the execution of this Leaselease and that unless referenced in this lease, Lessee was the owner Tenant has not identified any problems with the premises. The Tenant agrees not to permit or occupant allow the premises its appurtenances, fixtures, equipment, and other property of the Premises. (b) Except as otherwise provided Lessor to be damaged or depreciated in this Leasevalue by any act of omission of Tenant, Lessee hereby accepts Tenant’s family, guests or invitees. In addition the Premises Tenant is to use proper care and diligence in their condition existing as taking care of the Lease commencement date premises. The Tenant specifically agrees that no tacks, nails or screws will be driven into the date woodwork or walls, except that Lessee takes possession small nails may be placed in the walls provided Tenant repairs all holes in the walls or ceiling in a manner and of a quality that the repaired area is restored into its original condition and that said repair shall be solely at the expense of the PremisesTenant. Tenant further agrees to pay for any damage done by rain, whichever is earlierwind, subject or hail caused by leaving windows open and for overflow of water or stoppage in waste pipes, the breakage of glass, or damage to screens that can be shown to be the result from action or inaction of said Tenant. The Tenant shall immediately pay to the Lessor as additional rent all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating expenses incurred by the use Lessor for repairs to the premises rendered necessary by misuse or neglect of the PremisesTenant, Tenant’s family, guests or invitees. The Tenant shall surrender the premises to the Lessor upon the earlier termination or expiration of this lease in good order, repair, and any covenants or restrictions of recordin a safe, clean and accepts this Lease subject thereto tentantable condition, normal wear and to all matters disclosed thereby and tear excepted. If the premises are not surrendered in a timely manner by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as Tenant, then the Tenant shall be responsible to the present or future suitability of Lessor for all cleaning and damages that the Premises for Lessor shall suffer by reason thereof, including but not limited to the conduct of Lessee's businessLessor’s costs and any and all attorneys fees.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.3.(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's ’s failure to give such written notice to Lessor within thirty (30) 30 days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's ’s obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's ’s agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's ’s business.

Condition of Premises. (a) Lessor shall deliver Prior to delivering the Premises to Lessee Tenant, Landlord, at Landlord’s sole cost and expense, shall perform the work described in Schedule 5.1 attached hereto in the Premises (collectively, the “Initial Work”). The date on which the Initial Work has been substantially completed except for minor items of work which can be completed after occupancy of the Premises has been taken by Tenant without material interference with Tenant’s use and occupancy of the Premises (i.e. so-called “punch list” items) and Tenant has been given notice thereof shall be referred to herein as the “Substantial Completion Date”. Landlord shall complete all “punch list” items within a reasonable time after the date of such notice to Tenant, and Tenant shall afford Landlord access to the Premises for such limited purposes. Except for the Initial Work and without in anyway derogating from or limiting the Landlord’s ongoing repair and maintenance obligations under this Lease, the Premises are being leased by Tenant in their condition as of the delivery date, “As Is,” without representation or warranty by Landlord. Landlord shall deliver possession of the Premises to Tenant, broom clean and free of personal property, furnishings and construction debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee upon the Substantial Completion Date. Tenant acknowledges that the plumbing, lighting, air conditioning, heating, and loading doors in it has inspected the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature and Common Facilities of the violationBuilding and, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises except for the conduct of Lessee's businessInitial Work, has found the same satisfactory.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In date in the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor Tenant shall deliver accept the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violatedCommencement Date in its “AS-IS, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierWHERE-IS” condition, subject to all applicable zoning, municipal, county and state laws, ordinances ordinances, regulations, covenants and regulations governing and regulating the use of the Premisesrestrictions, and and, except as otherwise set forth herein, Landlord shall have no obligation to perform or pay for any covenants repair or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretoother work therein. Lessee acknowledges that neither Lessor nor Lessor's agent Landlord has made any no representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's Txxxxx’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. (b) Tenant acknowledges that (i) no representations as to the repair of the Premises (except as provided in Section 11 below), nor promises to alter, remodel or improve the Premises have been made by Landlord, except as otherwise expressly set forth herein and (ii) there are no representations or warranties, expressed, implied or statutory, that extend beyond the description of the Premises (except as provided in Section 28(a)). Tenant has not relied on any representations or warranties not expressly set forth in this Lease. The taking of possession of the Premises shall be conclusive evidence that Txxxxx accepts the Premises and that the Premises were in good condition at the time of possession and that Landlord has performed all of its obligations under this Lease to be performed as of such time. Tenant shall perform all work necessary to prepare the Premises for Txxxxx’s occupancy thereof. (c) Provided no Event of Default then exists, Tenant shall be entitled to receive from Landlord (A) a contribution of up to $1,600,000 (the “Remediation Work Allowance”) for the purchase of, and payment for, Qualified Items (as hereinafter defined) with respect to the performance of the work described on Exhibit I-1 attached hereto and made a part hereof (collectively, “Tenant’s Remediation Work”) and (B) a contribution of up to $6,700,000 (the “TI Work Allowance”, and collectively with the Remediation Work Allowance, the “Construction Allowance”) for the purchase of, and payment for, Qualified Items (as hereinafter defined) with respect to the performance of the work described on Exhibit I-2 attached hereto and made a part hereof (collectively, “Tenant’s TI Work”, and collectively with Tenant’s Remediation Work, “Tenant’s Work”). As used herein, “Qualified Items” means (i) the contract price for contractors and subcontractors who undertake Tenant’s Work, and the materials purchased and installed or constructed in connection with Tenant’s Work and (ii) engineering and architectural fees and permit costs in connection with Txxxxx’s TI Work, up to a maximum of five (5%) percent of the Construction Allowance. Qualified Items shall not include furniture, trade fixtures, trade equipment or any so-called “soft” costs (except to the extent expressly provided above). The Construction Allowance (less any monies then owed to Landlord by Txxxxx, whether for the cost of any work done by or on behalf of Tenant or otherwise) shall be paid to Tenant within forty-five (45) days following Lxxxxxxx’s receipt of written notice from Tenant requesting disbursement and the following items, in form and substance reasonably satisfactory to Landlord, each to the extent applicable to the work performed and reasonably required by Landlord:

Condition of Premises. (a) Lessor shall deliver 4.1.1 Sublessee acknowledges that it has accepted the Premises and the Sublease Common Areas “AS IS”, in the order and condition as the Premises are in on the date hereof with Sublessor’s Work Substantially Complete (as such terms are defined below); and that Sublessee shall accept the Premises in the condition that it is in as of the Commencement Date, inclusive of all personal property and equipment located therein, as more particularly described in Section 4.2 below (collectively, the “Delivery Condition”). Sublessee hereby agrees that Sublessor is under no obligation to Lessee clean perform any work upon or alteration to any part of the Premises for Sublessee’s use and free occupancy thereof, other than the performance of debris on Lease commencement Sublessor’s Work. To the extent requested by Sublessor, Sublessee shall execute and deliver to Sublessor written acknowledgment of the Commencement Date and Expiration Date. Sublessee’s failure to execute and return any such agreement proposed by Sublessor within five (5) business days after the date (unless Lessee is already in possession) of Sublessee’s receipt thereof, shall be deemed an approval by Sublessee of Sublessor’s determination of such dates as set forth therein. 4.1.2 Sublessor agrees, at Sublessor’s sole cost and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heatingexpense, and loading doors in compliance with all applicable laws, to construct the demising walls identified on Exhibit A to demise the Premises from the balance of the Leased Premises (“Sublessor’s Work”). Sublessor’s Work shall not include the procurement or installation of any key card or other access system, which Sublessee shall be responsible for obtaining and installing and Sublessee’s sole cost and expense. Sublessee shall provide to Sublessor access cards, fobs or other means of access in order for Sublessor to access the Premises (in the Premises event of emergency or with prior notice, which notice may be made via email to Sublessee’s designated notice party). Sublessor estimates that Sublessor’s Work shall be Substantially Complete on or before November 1 2022, subject to delays caused by Force Majeure (including without limitation any delays in good operating condition obtaining Prime Landlord’s consent thereto); provided, however, that if Sublessor’s Work is not Substantially Complete on or before such date for any reason, Sublessor shall not be liable to Sublessee for any loss or damage resulting therefrom nor shall any such delay give rise to any termination or abatement rights for Sublessee except as expressly provided in this Sublease. Notwithstanding anything in this Sublease to the Lease commencement date. In contrary, in the event that it the Sublessor’s Work is determined that this warranty has been violatednot Substantially Complete on or before February 1, 2023, subject to delays caused by Force Majeure (including without limitation any delays in obtaining Prime Landlord’s consent thereto), then it Sublessee shall be have the obligation of Lessorright, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such exercisable upon fifteen (15) days’ prior written notice to Lessor Sublessor, to terminate the Sublease; provided, however, that if Sublessor’s Work is Substantially Complete within thirty such fifteen (3015) days after the Lease commencement date day notice period, then such termination notice shall cause the conclusive presumption be void and this Sublease shall continue in full force and effect. As used in this Sublease, “Substantially Complete” shall mean that Lessor has complied Sublessor’s work is substantially complete in compliance with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierapplicable laws, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the minor punch list items that do not materially interfere with Sublessee’s use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessPermitted Use.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises AS IS in their the condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. If Tenant is to take the Premises “as is” pursuant to Section 1.0 1 (a) Lessor p), Landlord shall have no obligation to prepare the Premises for Tenant’s use and there shall be no Landlord’s Work. If Tenant is not taking the Premises “as is” pursuant to Section 1.01(p), Landlord agrees at its cost and expense to complete Landlord’s Work as specified on “Exhibit B” attached hereto and to deliver possession of the Premises to Lessee clean and free Tenant in a substantially completed condition (as defined in Section 1.03) on or before one year from the date of debris on Lease the commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee of Landlord’s Work; provided, however, that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises event Landlord’s Work is delayed or hindered by strike, casualty, fire, injunction, inability to secure materials, restraint of law, weather, or any other cause beyond the control of Landlord, then the said period shall be extended to the extent of such delays. If Landlord fails to complete Landlord’s Work or Landlord does not obtain acceptable financing for the Shopping Center and/or Landlord’s Work within said period of time, including any extensions as herein provided or which may be agreed to by the parties, then Tenant shall have the option of canceling and terminating this Lease by giving notice in good operating condition on the Lease commencement datewriting to Landlord. In the event that it this Lease is determined that so terminated, Tenant shall not be liable to Landlord on account of any covenant or obligation herein contained, and any security deposit shall be refunded to Tenant. Tenant’s sole remedy for the breach of Landlord’s obligations under this warranty has been violated, then it Section 1.06 shall be the obligation of Lessorforegoing option to terminate this Lease as herein provided, after receipt of written notice from Lessee setting forth with specificity the nature of the violationand Tenant shall not have an action for damages, to promptlyspecific performance, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date any other remedy arising out of this Lease, Lessee was the owner or occupant of the Premisesprovision. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver Landlord is leasing the Premises to Lessee clean Tenant "as is", without any representations or warranties of any kind (including, without limitation, any express or implied warranties of merchantability, fitness or habitability), subject to all recorded matters, laws, ordinances and free governmental regulations and orders. Tenant acknowledges that, except as expressly provided in this Lease, neither Landlord nor any agent of debris Landlord has made any representation as to the condition of the Property or the suitability of the Property for Tenant's intended use. Tenant represents and warrants that Tenant has made its own inspection of and inquiry regarding the condition of the Property and is not relying on Lease commencement date any representations of Landlord or any broker with respect thereto, except as expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall, at Landlord's sole cost and expense (unless Lessee is already except with respect to the "Lab Area" as follows), perform the improvements to the Premises as described on Exhibit C attached hereto and made a part hereof using building standard construction methods, materials, colors and finishes (except as otherwise set forth on Exhibit C), in possessiona good and workmanlike manner and in compliance with applicable laws, regulations, ordinances, and codes ("Landlord's Work"). The cost of Landlord's Work with respect to the "Lab Area" to be located in the Second Floor Premises as shown on Exhibit B (such portion of Landlord's Work being referred to hereinafter as the "Lab Area Work") shall be Tenant's sole responsibility, provided that Landlord and Lessor further warrants to Lessee Tenant acknowledge that the plumbingcost of Landlord's Work includes, lightingwithout limitation, air conditioning, heating, a budget of up to Two Hundred Forty Thousand and loading doors No/100 Dollars ($240,000.00) contributed by Landlord for the Lab Area Work. Notwithstanding Tenant's obligation to pay for Excess Costs (as defined in the following paragraph), Landlord shall provide an additional tenant improvement allowance of up to Twenty and No/100 Dollars ($20.00) per rentable square foot of the Lab Area, provided, however, that notwithstanding the actual square footage of the Lab Area, the maximum amount of such allowance shall be Sixty Thousand and No/100 Dollars ($60,000.00) (the "Additional Allowance"), for use by Tenant in the event that Tenant requests changes to the scope with respect to the Lab Area Work that increase the cost of such work in excess of the foregoing budget. The amount of the Additional Allowance utilized by Tenant shall be amortized as Base Rent over the Initial Term at a rate of $0.019 per rentable square foot of the total Premises per year for each dollar ($1.00) of the Additional Allowance utilized by Tenant, up to a total of an additional $0.38 per rentable square foot (i.e., $19,257.64) per year for the Initial Term in the event Tenant utilizes the entire Additional Allowance. Within fifteen (15) business days after the date on which the total increase to the Base Rent resulting from Tenant's use of the Additional Allowance has been determined, Landlord and Tenant shall execute and deliver an amendment to this Lease memorializing the increase in the Base Rent for the Initial Term. From and after the date hereof, subject to the preceding paragraph with respect to the Lab Area Work, Tenant may not request any changes to Landlord's Work. If, notwithstanding the foregoing, after the date hereof Tenant requests any changes to Landlord's Work which will either increase the cost of Landlord's Work or the time necessary to complete Landlord's Work, Landlord shall not be required to make such changes to such plans and complete such changed work unless Tenant pays to Landlord all costs associated with such change and/or delay (the "Excess Costs"), but Excess Costs shall not include any Rent payable by Tenant for such period of delay to the extent such Rent is payable by Tenant pursuant to another provision of this Lease. Such Excess Costs shall be paid to Landlord as follows: 50% prior to commencement of construction of such change and 50% upon completion of such changes. Any changes to Landlord's Work requested by Tenant shall be in good operating condition on the Lease commencement dateform of a written request for change order to be submitted by Tenant to Landlord, who shall, within a commercially reasonable time period specified by Landlord, provide a written estimate of the cost and time necessary to perform the additional work contemplated by such request for change order. Tenant shall approve or reject such estimate within the time period specified by Landlord therein. Any increases to the cost of Landlord's Work resulting from Tenant's request of above-standard materials, colors, or finishes (including without limitation wiring and cabling; workstations; furniture, fixtures, and equipment; appliances; and specialty equipment) pursuant to a change order shall be treated as Excess Costs. In the event that it is determined that this warranty has been violatedTenant requests additional funding for the Lab Area Work in excess of the Additional Allowance, then it such excess amount shall be treated as Excess Costs. Landlord shall engage Xxxxxxxxxx Associates Construction Corporation ("Landlord's General Contractor") to perform Landlord's Work. The Lab Area Work shall be performed on an open book basis; Landlord's General Contractor shall obtain, to the obligation of Lessorextent feasible, after receipt of written notice at least two (2) bids from Lessee setting forth with specificity the nature qualified bidders for each portion of the violationLab Area Work. The selection and award of the Lab Area Work to the successful bidders shall be made by Landlord based upon Landlord's determination of the lowest most qualified bid. Landlord's General Contractor shall be entitled to a payment in an amount equal to four percent (4%) of the actual cost of the Lab Area Work for general overhead costs and a payment in an amount equal to four percent (4%) of the actual cost of Lab Area Work for profit, which amounts shall be included in the cost of the Lab Area Work. During the construction of the Lab Area Work, Landlord shall provide to promptlyTenant a monthly summary of all expenses incurred in connection with the Lab Area Work. On the respective Possession Dates, Landlord's Work with respect to the Third Floor Premises and the Second Floor Premises (including without limitation the Lab Area Work) shall comply with applicable laws, regulations, ordinances, and codes, and the Third Floor Premises and Second Floor Premises shall comply with applicable laws, regulations, ordinances, and codes to the extent required to obtain a certificate of occupancy for the Permitted Uses for the Premises. Landlord's Work shall include, without limitation, the installation of new concrete pavers on the Patio. Landlord shall be responsible, at Lessor's its sole costexpense, rectify such violationfor demising the Premises into a single contiguous space and demising base building mechanical, electrical, and plumbing systems. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) Tenant shall be responsible, at its sole expense, for the cost of no force or effect if prior any furniture for the Patio area. Notwithstanding Tenant's maintenance obligations with respect to the date Premises set forth in Section 5.5 hereof, Landlord shall repair, at its sole expense, any elements of this LeaseLandlord's Work that are discovered to be defective or damaged (other than due to the negligence or willful misconduct of Tenant or its agents, Lessee was employees, contractors, and invitees) within the owner or occupant one (1) year period commencing on each of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisesrespective floors' Possession Dates, and Landlord shall enforce any covenants or restrictions of record, and accepts this Lease subject thereto and all warranties it has obtained with respect to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor LessorLandlord's agent has made any representation or warranty as to the present or future suitability of the Premises Work for the conduct benefit of Lessee's businessTenant, such warranties to be on commercially reasonable terms and customary for the trades involved.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease the Lease-commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it It shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's ’s failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that that, except with respect to latent defects, Lessor has complied with all of Lessor's ’s obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's ’s agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's ’s business.

Condition of Premises. (a) Lessor Landlord shall deliver the Premises to Lessee Tenant clean and free of debris on Lease commencement date Commencement Date (unless Lessee Tenant is already in possession) and Lessor Landlord further warrants to Lessee Tenant that the plumbing, lighting, air conditioning, heatingand heating systems, and loading doors in the Premises shall be in good operating condition on the Lease commencement dateCommencement Date. In the event that it is determined that If this warranty has been violated, then it shall be the obligation of LessorLandlord shall, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, to promptly, at LessorLandlord's sole cost, rectify such violation. LesseeTenant's failure to give such written notice to Lessor Landlord within thirty (30) days after the Lease commencement date Commencement Date shall cause the conclusive presumption that Lessor Xxxxxxxx has complied with all of LessorLandlord's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee Tenant was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee Tenant hereby accepts the Premises in their the condition existing as of the Lease commencement date or the date that Lessee Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee Tenant acknowledges that neither Lessor Xxxxxxxx nor Lessor's any agent of Landlord has made any representation or warranty as to the present or future suitability of the Premises for the conduct of LesseeXxxxxx's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors that existed prior to installing tenant improvements and remain after improvements in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is its determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days six months after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business. Refer to Paragraph 49. 7. MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.

Condition of Premises. (a) Lessor shall deliver Tenant hereby agrees that except as otherwise expressly provided in this Lease or as provided in the Premises to Lessee clean Tenant Work Letter attached hereto as Exhibit "D" and free of debris on Lease commencement date (unless Lessee is already made a part hereof and without limiting Landlord’s repair and maintenance obligations set forth in possession) and Lessor further warrants to Lessee that the plumbingthis Lease, lighting, air conditioning, heating, and loading doors in 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 except for any obligations of Landlord expressly set forth in good operating this Lease, 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 as of the Commencement Date or the suitability of same for Tenant's purposes. Tenant acknowledges that, except as expressly set forth in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Premises or the Project or with respect to the suitability of either for the conduct of Tenant's business and Tenant expressly warrants and represents that, except as expressly set forth in this Lease, Tenant has relied solely on its own investigation and inspection of the Premises and the Project in its decision to enter into this Lease commencement dateand let the Premises in the above-described condition. In addition to the event that it is determined that this warranty has been violatedexisting leasehold improvements in the Premises, then it the Premises shall be initially improved as provided in, and subject to, the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunderTenant Work Letter attached hereto as Exhibit "D" and made a part hereof. The warranty contained existing leasehold improvements in this paragraph 6.3(a) shall be the Premises as of no force or effect if prior to the date of this Lease, Lessee was together with the owner or occupant Improvements (as defined in the Tenant Work Letter) may be collectively referred to herein as the "Tenant Improvements." The taking of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierPremises by Tenant shall conclusively establish that the Premises and the Project were at such time in satisfactory condition, subject to all applicable zoninglatent defects, municipalpunch-list items, county and state laws, ordinances and regulations governing and regulating the use of the Premisesconditions or items that are not in compliance with Laws, and conditions or items covered by construction warranties. Tenant hereby waives any covenants or restrictions provisions of record, and accepts law which would otherwise permit Tenant to make repairs required of Landlord under this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessLease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In date in the event that is it is determined that this warranty has been violated, then it shall be the obligation of the Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. violation Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a5.3(a) shall be of no force or effect if prior to the date of this Lease, . Lessee was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver Tenant's taking possession of the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee 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. At the expiration or other termination of this Lease or of Tenant's right of possession, Tenant shall leave the Premises, and during the Term will keep the same, in good order and condition, ordinary wear and tear, damage by fire or other casualty (which fire or other casualty has not occurred through the negligence of Tenant or those claiming under Tenant or their employees or invitees respectively) 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 Premises and of any breakage or defects in the window glass, wiring or plumbing, lighting, air conditioning, heating, and loading doors in ventilating 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 (including, without limitation, the items Tenant is required to remove pursuant to subparagraph 8(c) hereof) so that Landlord may again have and repossess the Premises. All such items not removed from the Premises at such expiration or termination, shall conclusively be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has deemed to have been violatedabandoned and may be appropriated, then it shall be the obligation sold, stored, destroyed or otherwise disposed of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written by Landlord without notice to Lessor within thirty (30) days after 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 Lease commencement date disposition of such property, and if Landlord shall cause choose to store any such items, Landlord shall have no liability for the conclusive presumption that Lessor has complied safekeeping thereof and such items may not be retrieved by Tenant or any other person except upon payment of such charges as may be imposed for the removal and storage. Tenant shall comply with all of Lessor's obligations hereunder. The warranty contained laws, rules, orders, ordinances and regulations at any time issued or in this paragraph 6.3(a) shall be of no force by any lawful authority, applicable to Tenant or effect if prior to the date of this Lease, Lessee was the owner or any other occupant of the Premises. , or to the Premises, or to the use or occupancy of the Premises. Tenant shall, upon demand, pay to Landlord the amount of any damages suffered or incurred by Landlord as a result of any injury to any part of the Property other than the Premises, done by tenant or any subtenant or any agent, employee, contractor or invitee of Tenant or any subtenant, including, without limitation, damage done by the bringing or removal of furniture and other property. Tenant shall forthwith repair all damage done to the Premises by installation or removal of furniture and property by Tenant or any subtenant or by any agent, employee, contractor or invitee of Tenant or of any subtenant or, if Landlord shall so request, pay to Landlord the cost of such repair. Tenant shall not do or commit, or suffer or permit to be done or committed, any act or thing as a result of which any policy of insurance of any kind on or in connection with the Property shall become void or suspended, or any insurance risk on or in connection with the Building or any other portion of the Property shall (bin the opinion of the insurer or any insurance organization) Except be rendered more hazardous or require payment of a greater premium; without limitation of any other rights and remedies of Landlord, Tenant shall pay as otherwise provided in Additional Rent the amount of any increase of premiums for such insurance, resulting from any breach of this Lease, Lessee hereby accepts provision. Tenant shall leave the Premises in their a reasonably tidy condition existing as on all days upon which janitorial services are to be provided by Landlord. Landlord shall, at Landlord's expense, replace any glass broken in the Premises windows in the exterior walls of the Lease commencement date Building, unless such glass is broken by Tenant, its servants, employees, agents, invitees,licensees or contractors, in which case Tenant shall, upon demand, pay the date that Lessee takes possession cost of replacement by Landlord. Tenant shall replace and pay for any other glass broken in or about the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if it prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, . and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. LesseeXxxxxx's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee . Xxxxxx was the an owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges Xxxxxx acknowledged that neither Lessor nor LessorXxxxxx's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of LesseeXxxxxx's business.

Condition of Premises. (a) Lessor Landlord shall deliver the Premises to Lessee Tenant clean and free of debris on Lease commencement date the Commencement Date (unless Lessee Tenant is already in possessionpossession or has made an early entry under paragraph 3.6) and Lessor Landlord further warrants affirms to Lessee Tenant that the plumbing, lighting, air conditioning, heating, lighting and loading doors in the Premises shall be in good operating condition on the Lease commencement dateCommencement Date, excepting any Asbestos or the PCB's contained in the light fixtures. In the event that it is determined that this warranty affirmation is untrue, unless Tenant has been violatedcaused the problem, then it shall be the obligation of LessorLandlord, after receipt of written notice from Lessee Tenant setting forth with specificity the nature of the violation, which Landlord must receive within 180 days after the Commencement Date, to promptly, at LessorLandlord's sole cost, rectify such violation. LesseeTenant's failure to give such written notice to Lessor within thirty (30) days Landlord promptly after Tenant's actual discovery of the Lease commencement date violation shall cause the conclusive presumption that Lessor Landlord has complied with all of LessorLandlord's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise expressly provided in this Lease, Lessee Tenant hereby accepts the Premises in their the condition existing as of the Lease commencement date Commencement Date or the date that Lessee Tenant takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, Premises and any covenants or restrictions of recordCC&R's, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretothereby. Lessee Tenant acknowledges that neither Lessor Landlord nor LessorLandlord's agent has made any representation or warranty or other promise as to the present or future suitability of the Premises for the conduct of LesseeTenant's businessbusiness other than as set forth in the express provisions of this Lease.

Condition of Premises. (a) Lessor shall deliver The parties hereby acknowledge that Tenant is in occupancy of the Premises and, notwithstanding anything to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors contrary herein or in the Lease contained, Tenant shall take the Premises shall be “as-is”, in good operating the condition in which the Premises are in as of January 1, 2005, without any obligation on the Lease commencement date. In part of Landlord to prepare or construct the event that it is determined that this Premises for Tenant’s occupancy or to perform any work whatsoever in or about the Premises and without any warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior representation by Landlord as to the date of this Lease, Lessee was the owner or occupant condition of the Premises. (b) Except , except as may otherwise be expressly provided in this Amendment. Notwithstanding the foregoing, Landlord agrees that the Premises and, to the extent applicable, the Building shall comply with the Base Building Conditions set forth in Exhibit B attached hereto. To the extent that any work is required to make the Premises or the Building, as the case may be, comply with such requirements, the cost of such work shall be allocated as otherwise provided in this the Lease (e.g., if the cost of such work would constitute Operating Costs under the Lease, Lessee hereby accepts the Premises in their condition existing as then a portion of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject same shall be reimbursed to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto Landlord as additional rent if and to all matters disclosed thereby and by any exhibits attached heretothe extent otherwise required under the Lease). Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business[/*/ CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air air-conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.39(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. , Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver is deleted in its entirety and the following is substituted therefor: "By its execution of this Lease, Tenant acknowledges that it has inspected the Premises and knows the condition thereof and Tenant agrees to Lessee clean accept the Premises in an "as is" condition. At its sole cost and free of debris on Lease commencement date (unless Lessee is already in possession) expense, Tenant shall install a new kiosk and Lessor further warrants perform all work necessary or desirable to Lessee that prepare the plumbing, lighting, air conditioning, heating, and loading doors in Premises for its occupancy. Any improvements to be made to the Premises shall be substantially as set forth in good operating condition on the Lease commencement dateExhibit B and Landlord's kiosk design criteria. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature Prior to delivery of the violationPremises to Tenant, to promptlyLandlord, at LessorLandlord's sole cost, rectify such violationcost and expense agrees to stub in electric and water/sewer to the location. LesseeTenant's failure to give such written notice furnish the plans and specifications required pursuant to Lessor Exhibit B (the "Plans and Specifications") within thirty (30) days after the time periods and in the form required by Exhibit B, or failure to perform any other obligation under Exhibit B shall constitute a default under this Lease commencement date which shall cause the conclusive presumption that Lessor has complied with entitle Landlord to all of Lessor's obligations hereunder. The warranty contained remedies set forth in this paragraph 6.3(a) Lease or by law. No material deviation from the final Plans and Specifications, once approved by Landlord, shall be of no force or effect if made by Tenant without Landlord's prior to the date of this Lease, Lessee was the owner or occupant written consent. Approval of the Premises. (b) Except as otherwise provided in this Leasefinal Plans and Specifications by Landlord shall not constitute the assumption of any responsibility by Landlord for their accuracy, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date efficacy or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premisessufficiency, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises Tenant shall be solely responsible for the conduct of Lessee's businesssuch items."

Condition of Premises. See Paragraph 49. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a8.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee Tenant acknowledges that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant Existing Premises, the Basement Premises and the Gallery Premises all have been under its control, subject to and in accordance with the terms and conditions of the Existing Leases (and with respect to the Subleased Premises. , pursuant to the Existing Sublease). Tenant has had a full and complete opportunity to review and inspect all aspects of all portions of the Premises and agrees (a) to accept possession of the Premises in the condition existing on the Commencement Date, in “as is” and “where is” condition, (b) Except that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Building except as otherwise provided in expressly set forth herein, and (c) except for payment of Landlord’s Contribution, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations, additions or improvements to the Building to prepare the Premises for Tenant’s use and occupancy. Promptly after the date of this Lease, Lessee hereby accepts Tenant shall, at its own cost and expense, in accordance with and subject to the terms and provisions of this Lease, perform or cause to be performed any and all work necessary to prepare the Premises in their condition existing as of for Tenant’s occupancy (the Lease commencement date or the date that Lessee takes possession of the Premises“Initial Installations”), whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of shall equip the Premises with new trade fixtures and personal property necessary or proper for the conduct of Lessee's Tenant’s business. Tenant has accepted the Premises in its current condition, and confirms that the Premises and the Buildings are in a good and satisfactory condition as required by this Lease.

Condition of Premises. Lessee's taking possession shall be conclusive evidence as against Lessee that the premises were in good order and satisfactory condition when Lessee took possession. No promise of Lessor to alter, remodel or improve the premises of the Building and no representation respecting the condition of the premises or the Building have been made by Lessor to Lessee, unless the same is contained herein or made a part thereof. At the termination of this Lease by lapse of time or otherwise, Lessee shall return the premises 46 (a) If any voluntary or involuntary petition or similar pleading under any section or sections of any of any bankruptcy act shall be filed by or against the Lessee, or any voluntary proceedings in any court or tribunal shall be instituted to declare the Lessee insolvent or unable to pay the Lessee's debts, and in the case of an involuntary petition or proceeding, the petition or proceeding is not dismissed within twenty days from the date it is filed, the Lessor may elect, but is not required, and with or without notice of such election, and, with or without entry or other action by the Lessor, to forthwith terminate this lease, and, notwithstanding any other provision of this lease, the Lessor shall deliver forthwith upon such termination be entitled to recover damages in an amount equal to the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature present value of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained rent specified in this paragraph 6.3(a) shall be of no force or effect if prior to the date Section 1 of this Lease, Lessee was lease for the owner or occupant residue of the Premisesstated term hereof, less the fair rental value of the premises for the residue of the stated term. (b) Except as otherwise provided If the Lessee defaults in the payment of rent, and the Lessee does not cure the default within ten days after demand for payment of such rent, or if the Lessee defaults in the prompt and full performance of any other provision of this Leaselease, and the Lessee does not cure the default within ten days (forthwith if the default involves a hazardous condition) after written demand by the Lessor that the default be cured unless the default involves a hazardous condition which shall be cured forthwith upon the Lessor's demand, or if the leasehold interest of the Lessee be levied upon under execution or be attached by process of law, which is not released within 30 days or if the Lessee makes an assignment for the benefit of creditors, which is not released within 30 days or if a receiver be appointed for any property of the Lessee, which is not released within 30 days or if the Lessee abandons the premises, then and in any such event the Lessor may, if the Lessor so elects but not otherwise, and with or without notice of such election and with or without demand whatsoever, either forthwith terminate this lease and the Lessee's right to possession of the premises or, without terminating this lease, forthwith terminate the Lessee's right to possession of the premises. (c) Upon any termination of this lease, whether by lapse of time or otherwise, or upon any termination of the Lessee's right to possession with termination of the lease, the Lessee shall surrender possession and vacate premises immediately, and deliver possession thereof to the Lessor, and hereby accepts grants to the Premises Lessor full and free license to enter into and upon the premises in their condition existing such event with or without process of law and to repossess the Lessee of the premises as of the Lease commencement date Lessor's former estate and to expel or remove the date that Lessee takes and any other who may be occupying or within the premises and to remove any and all property therefrom, using such forces as may be necessary without being deemed in any manner guilty of trespass, eviction or forcible entry or detainer, and without relinquishing the Lessor's rights to rent or any other right given to the Lessor hereunder or by operation of Law. (d) if Lessee abandons the premises or otherwise entitles Lessor so to elect, and Lessor elects, to terminate Lessee's right to possession only, without terminating the lease, Lessor may at Lessor's option enter into the premises, remove Lessee's signs and other evidences of tenancy, and take and hold possession thereof as in Paragraph (c) of this Section provided, without such entry and possession terminating the lease or releasing Lessee, in whole or in part, from Lessee's obligation to pay the rent hereunder for the full term, and in any such case Lessee shall pay forthwith to Lessor a sum equal to the entire amount of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating rent reserved under provision (a) of Section 1 of this lease for the use residue of the Premisesstated term plus any other sums then due hereunder. Upon and after entry into possession without termination of the lease, Lessor may, but need not, relet the premises or any part thereof for the account of Lessee to any person, firm or corporation other than Lessee for such rent, for such time and upon such terms as Lessor in Lessor's sole discretion shall determine; and Lessor shall not be required to accept any tenant offered by Lessee or to observe any instructions given by Lessee about such reletting. In any case, Lessor may make repairs, alterations and additions in or to the premises, and any covenants to redecorate the same to the extent deemed by Lessor necessary or restrictions of recorddesirable, and accepts Lessee shall, upon demand pay the cost thereof together with Lessor's expenses of the reletting. If the consideration collected by Lessor upon any such reletting for Lessee's account is not sufficient to pay monthly the full amount of the rent reserved in this Lease subject thereto lease, together with the cost of repairs, alterations, additions, redecorating and to all matters disclosed thereby and by any exhibits attached heretoLessor's expenses. Lessee acknowledges that neither shall pay to Lessor nor the amount of each monthly deficiency upon demand; and if the consideration so collected from any such reletting is more than sufficient to pay the full amount of the rent reserved herein, together with the costs and expenses of Lessor. Lessor at the end of the stated term of the lease, shall account for the surplus of Lessee. (e) Any and all property which may be removed from the premises by the Lessor pursuant to the authority of the Lease or of law, to which the Lessee is or may be entitled, may be handled, removed or stored by the Lessor at the risk, cost and expense of the Lessee and the Lessor shall in no event be responsible for the value, preservation or safekeeping thereof. The Lessee shall pay to the Lessor, upon demand any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in the Lessor's agent has made any representation possession or warranty as under Lessor's control. Any such property of the Lessee not removed from the premises or retaken from storage by the Lessee within thirty days after the end of the term, however, terminated, shall be presumed to have been conveyed by the Lessee to the present or future suitability Lessor under this lease as bill xx sale without further payment by the Lessor to the Lessee. (f) Lessee shall pay upon demand all Lessor's costs, charges and expenses, including the fees of the Premises for the conduct of counsel, agents and others retained by Lessor, incurred in enforcing Lessee's businessobligations hereunder or incurred by Lessor in any litigation, negotiation or transaction in which Lessee causes Lessor, without Lessor's fault, to become involved or concerned.

Condition of Premises. Landlord warrants and covenants to Tenant that, as of the Improvement Completion Date: (a) Lessor the Building Shell will be constructed in accordance with Landlord's Plans, as modified pursuant to the terms of the Work Letter; (b) the electrical, plumbing or mechanical systems in the Building ("Building Systems") shall deliver be new, properly installed and in good working order; (c) the Building Shell as originally constructed pursuant to Landlord's Plans complied with the American's with Disabilities Act in effect as of the date of the issuance by the City of San Diego of the building permit for the Building Shell, except for such noncompliance as shall not have a material adverse effect on Tenant's rights or obligations under this Lease or Tenant's ability to use the Premises; and (d) there shall be no Hazardous Substances located in, on or about the Building or the Premises, except for such Hazardous Substances brought on the Premises or Project by Tenant pursuant to Lessee clean and free the provision of debris on Lease commencement date (unless Lessee is already in possession) and Lessor Article 14. Landlord further warrants to Lessee and covenants that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature as of the violationdate of the issuance by the City of San Diego of the building permit for the Building Shell, to promptly, at LessorLandlord's sole cost, rectify such violationPlans complied with all applicable required building codes. Lessee's failure to give such written notice to Lessor Tenant shall notify Landlord within thirty (30) days after Tenant becomes aware of any breach of the Lease commencement date foregoing warranty and covenant; provided, however, Tenant shall cause have no recourse against Landlord for any breach of the conclusive presumption foregoing warranty and covenant that Lessor has complied with all could have been discovered by a visual inspection of Lessor's obligations hereunderthe Premises and the public spaces located within the Building unless Tenant notifies Landlord of such breach within one hundred twenty (120) days after the Improvement Completion Date. The warranty contained With respect to the covenants and warranties in this paragraph 6.3(a) Section 1.07, Landlord shall be of no force repair or effect if prior to replace the date of this Lease, Lessee was the owner or occupant defective elements of the Premises. Building Shell or Building Systems at its own cost and not as an Operating Expense within thirty (b30) days after Landlord receives notice of such defect from Tenant; provided, however, if by the nature of such correction more than thirty (30) days is required to effect such correction, Landlord shall not be in default hereunder if such correction is commenced within such thirty (30) days period and is diligently pursued to completion. So long as Landlord satisfies the covenant set forth in the preceding sentence, Tenant shall have no other remedy for the failure of the covenants and warranties set forth in this Section 1.07. Except as otherwise provided set forth in this LeaseSection 1.07, Lessee Landlord makes no representations and warranties regarding the condition of the improvements in the Premises or their fitness for Tenant's intended use. Landlord shall have no obligation to make any other improvements to the Premises and, to the maximum extent permitted by law, Tenant hereby accepts agrees to accept the Premises in their condition existing "as-is" condition. The foregoing provisions of this Section 1.07 shall not be deemed to diminish Landlord's obligations to construct Landlord's Work and Tenant's Improvement Work as of provided in the Lease commencement date Work Letter or Landlord's obligations to repair or restore the date that Lessee takes possession of Project, including the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts as provided elsewhere in this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessLease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, heating and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (ai) Lessor Landlord shall deliver Substantially Complete the Premises and prepare same for occupancy by Tenant in accordance with Landlord's work as set forth in Exhibit "B" attached hereto. "Substantially Complete" shall mean that Landlord has completed the work set forth in Exhibit "B" to Lessee clean and free the extent that only minor details of debris on Lease commencement date construction (unless Lessee is already in possessionso-called "punch list" items) and Lessor further warrants minor mechanical adjustments remain to Lessee be done in the Premises. Landlord shall use its best efforts to Substantially Complete the Premises on or before the June 1, 1998, provided that no subsequent material changes are made to the plumbingscope of work and specifications set out in Exhibit "B". If Landlord is delayed in the performance of this work because of strikes, lightinglabor difficulties, air conditioninginability to obtain materials, heatingfire, and loading doors governmental regulations, or any other circumstances beyond its control, then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred, provided that if Landlord fails to Substantially Complete Landlord's Work in the Premises shall be in good operating condition on accordance with the terms and conditions of the Lease commencement date. In by December 31, 1998 (the event that it is determined that "Outside Delivery Date"), Tenant may, as its sole remedy (other than self-help as set forth in Section 8.2 hereof), terminate this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within Lease upon thirty (30) days after prior written notice given any time before such delivery, provided however, if Landlord completes and delivers the Premises to Tenant in accordance with the terms and conditions of the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessorwithin such thirty (30) day period, Tenant's obligations hereunder. The warranty contained in this paragraph 6.3(a) termination notice shall be null and void. Failure on the part of no force the Landlord to provide occupancy as herein described shall not constitute a breach or effect if prior default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by Tenant, either direct or consequential. In the event Tenant is unable to take possession of the Premises on the Term Commencement Date because of Landlord but not Tenant, the Rent Commencement Date, Term Commencement Date and the Term Expiration Date shall be adjusted to reflect the date of this LeaseTenant's later occupancy. The Rent Commencement Date, Lessee was Term Commencement Date and Term Expiration Date shall not be adjusted in the owner event such delay of Landlord's Work is caused by Tenant. Notwithstanding the foregoing, if Tenant's personnel shall occupy all or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability part of the Premises for the conduct of Lesseeits business (as opposed to installation and testing of furniture and equipment and performance of Tenant's businessWork) prior to the Rent Commencement Date, such date of occupancy shall, for all intents and purposes of this Lease, be the Rent Commencement Date.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning(NO AIR-CONDITIONING), heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.39(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. , Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption _____________ that Lessor has complied _____________ with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a6.3 (a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or of occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of the Lessee's business.

Condition of Premises. (a) Lessor shall deliver The Premises are subleased to Subtenant upon and subject to the Premises to Lessee clean terms and free of debris conditions herein set forth, in their “as-is” condition existing on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this LeaseAgreement, Lessee was without requiring any alterations, improvements, repairs or decorations to be made by Sublandlord, or at Sublandlord’s expense, at the owner or occupant time possession is given to Subtenant, except as set forth in Section 12 of this Agreement. Notwithstanding the foregoing, Sublandlord and Sublandlord’s sole cost and expense, shall demise the Premises from the 48th floor of the Premises. Building by installing a temporary enclosure in accordance with the plans attached hereto as Exhibit D (b) Except as otherwise provided in the “Stairs Enclosure”), which will remain during the entire term of this Lease, Lessee hereby accepts the Premises in their condition existing as Agreement. As part of the Lease commencement date or Stairs Enclosure, Sublandlord will match existing finishes within the date Premises. Subtenant hereby acknowledges and agrees that Lessee the Stair Enclosure work may proceed after it takes possession of the Premises, whichever is earlier, subject and that such work may be conducted during normal business hours. While Sublandlord shall take commercially reasonable measures to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use mitigate any disruption in Subtenant’s operations or construction of the PremisesImprovements by Tenant, and Sublandlord shall not be in default of this Agreement, nor shall any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and delays caused by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability completion of the Premises for Stair Enclosure work affect any of Tenant’s obligations hereunder; provided, however, if the conduct Stairs Enclosure is not completed in accordance with the plans attached hereto as Exhibit D on or before thirty (30) days following the Sublease Commencement Date (as defined below), Subtenant shall have the right, after at least five (5) days written notice to Sublandlord, to complete the Stairs Enclosure and deduct the actual cost of Lessee's businesssuch work from future Rent payable by Subtenant. Notwithstanding the foregoing Sublandlord’s architect shall provide a design and pricing plan to create a reception area with elevator identity within the Premises. Sublandlord shall pay the cost and expense of the original plan and one revision thereto, with any further revisions thereto being taken out of the Improvement Allowance (hereinafter defined).

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting selling forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver Tenant represents that Xxxxxx has inspected the Premises and the Building and is thoroughly acquainted with their condition and, subject to Lessee clean the completion of Landlord Work in accordance with the terms herein, takes the Premises "as is," and free the taking of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee possession of the Premises by Tenant shall be conclusive evidence that the plumbingPremises and the Building were in good and satisfactory condition at the time possession was taken by Tenant . Neither Landlord nor Landlord's agents have made any representations or promises with respect to the condition of the Building, lightingthe Premises, air conditioningthe land upon which the Building is constructed, heatingor any other matter or thing affecting or related to the Building or the Premises, except as herein expressly set forth, and loading doors no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in this Lease . 38. PREJUDGMENT REMEDY, REDEMPTION, COUNTERCLAIM AND JURY TRIAL . Tenant, for itself and for all persons claiming through or under it, hereby acknowledges that this Lease constitutes a commercial transaction as such term is used and defined in Chapter 903 a of the Connecticut General Statutes, , and hereby expressly waives any and all rights which are or may be conferred upon Tenant by said Act to any notice or hearing prior to a prejudgment remedy, and by any present or future law to redeem the Premises, or to any new trial in any action or ejection under any provisions of law, after reentry thereupon, or upon any part thereof, by Landlord, or after any warrant to dispossess or judgment in ejection . If Landlord shall acquire possession of the Premises by summary proceedings, or in any other lawful manner without judicial proceedings, it shall be deemed a reentry within the meaning of that word as used in good operating condition on the this Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation Landlord commences any summary proceedings or action for nonpayment of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force rent or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise other charges provided for in this Lease, Lessee hereby accepts Tenant shall not interpose any counterclaim of any nature or description in any such proceeding or action . Tenant and Landlord both waive a trial by jury of any or all issues arising in any action or proceeding between the Premises in parties hereto or their condition existing as successors, under or connected with this Lease, or any of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached heretoits provisions . Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business39.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) ), and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of the Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, cost rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date date, shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, municipal county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, record and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor Tenant shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already notify Landlord in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor writing within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all later of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant Substantial Completion of the Premises. (b) Landlord Work or when Tenant takes possession of the Premises of any defects in the Premises claimed by Tenant or in the materials or workmanship furnished by Landlord in completing the Landlord Work. Except for defects stated in such notice and except as otherwise provided elsewhere in this Lease, Lessee hereby accepts including the second paragraph of this Section 2.5, Tenant shall be conclusively deemed to have accepted the Premises "as is" in their the condition existing as of the Lease commencement date or on the date that Lessee Tenant first takes possession possession, and to have waived all claims relating to the condition of the Premises. Landlord shall proceed promptly and diligently to correct the defects stated in such notice unless Landlord disputes the existence of any such defects. In the event of any dispute as to the existence of any such defects, whichever is earlierthe decision of a third party mutually and reasonably agreeable to both Landlord and Tenant shall be final and binding on the parties. No agreement of Landlord to alter, subject remodel, decorate, clean or improve the Premises or the Building and no representation regarding the condition of the Premises or the Building has been made by or on behalf of Landlord to Tenant, except as may be specifically stated in this Lease or in the Workletter. Landlord shall, at its sole cost and expense and not as part of Operating Expenses, repair all applicable zoninglatent and/or structural defects in the Landlord's Work and the structural portions of the Premises and Building during the Term of the Lease, municipal, county and state laws, ordinances and regulations governing and regulating the except for those structural defects caused by Tenant's particular use of the PremisesPremises (by way of example and not limitation, and any covenants excessive floor loads) or restrictions the negligence or misconduct of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation Tenant or warranty as to the present or future suitability of the Premises for the conduct of Lessee's businessits contractors.

Condition of Premises. (a) Lessor shall deliver The Tenant's taking possession of the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee or any portion thereof shall be conclusive evidence that the Premises or any such portion was in good order and satisfactory condition when the Tenant took possession. At the expiration or other termination of this Lease or of Tenant's right of possession, Tenant shall leave the Premises, and during the Term will keep the same, in good order and 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 Premises and of any breakage or defects in the window glass, wiring or plumbing, lighting, air conditioning, heating, and loading doors in ventilating 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 (including, without limitation, the items Tenant is required to remove pursuant to Paragraph 8(b) hereof) so that Landlord may again have and repossess the Premises. All such items not removed from the Premises at such expiration or termination, shall conclusively be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has deemed to have been violatedabandoned and may be appropriated, then it shall be the obligation sold, stored, destroyed or otherwise disposed of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written by Landlord without notice to Lessor within thirty (30) days after Tenant or any other party with an interest in such property and without any obligation to account therefore. Tenant shall pay Landlord all expenses incurred in connection with the Lease commencement date disposition of such property, and if Landlord shall cause choose to store any such items, Landlord shall have no liability for the conclusive presumption that Lessor has complied safekeeping thereof and such items may not be retrieved by Tenant or any other person except upon payment of such charges as may be imposed for the removal and storage. Tenant shall comply with all of Lessor's obligations hereunder. The warranty contained laws, rules, orders, ordinances and regulations at any time issued or in this paragraph 6.3(a) shall be of no force by any lawful authority, applicable to Tenant or effect if prior to the date of this Lease, Lessee was the owner or any other occupant of the Premises. , or to the Premises, or to the, use or occupancy of the Premises beyond general office use. Tenant shall, upon demand, pay to Landlord the amount of any damages suffered or incurred by Landlord as a result of any injury to any part of the Property other than the Premises, done by Tenant or any subtenant or any agent, employee, contractor or invitee of Tenant or any subtenant, including, without limitation, damage done by the bringing or removal of furniture and other property. Tenant shall forthwith repair all damage done to the Premises by installation or removal of furniture and property by Tenant or any subtenant or by any agent, employee, contractor or invitee of Tenant or of any subtenant or, if Landlord shall so request, pay to Landlord the cost of such repair. Tenant shall not do or commit, or suffer or permit to be done or committed, any act or thing as a result of which any policy of insurance of any kind on or in connection with the Property shall become void or suspended, or any insurance risk on or in connection with the Building or any other portion of the Property shall (bin the opinion of the insurer or any insurance organization) Except be rendered more hazardous or require payment of a greater premium; without limitation of any other rights and remedies of Landlord, Tenant shall pay as otherwise provided in additional rent the amount of any increase of premiums for such insurance, resulting from any breach of this Lease, Lessee hereby accepts provision. Tenant shall leave the Premises in their a reasonably tidy condition existing as on all days upon which janitorial services are to be provided by Landlord. Landlord shall, at Landlord's expense, replace any glass broken in the Premises windows in the exterior walls of the Lease commencement date Building, unless such glass is broken by Tenant, its servants, employees, agents, invitees, licensees or contractors, in which case Tenant shall, upon demand, pay the date that Lessee takes possession cost of replacement by Landlord. Tenant shall replace and pay for any other glass broken in or about the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's business.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee in a clean and free of debris condition on Lease commencement date the Term Commencement Date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors heating system in the Premises shall be in good operating condition on the Lease commencement datecondition. In the event that it is determined deterrmined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty one hundred eighty (30180) days after the Lease commencement date Term Commencement Date, shall cause result in the conclusive presumption that Lessor has complied with all of Lessor's its obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be , that the Premises are fully completed and are suitable for Lessee's purposes, that the Building and every part of no force or effect if prior to the date of this Leaseit, Lessee was the owner or occupant of including the Premises, are in good and satisfactory condition, and that Lessee waives any defects therein. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises and the Office Building Project in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlierTerm Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor nor Lessor's agent or agents has made any representation or warranty as to the present or future suitability of the Premises Premises, Common Areas, or Office Building Project for the conduct of Lessee's business.

Condition of Premises. (a) 6.3.1 Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date Commencement Date (unless Lessee is already in possession) in their current condition, AS-IS, but makes no representation or warranty regarding the condition of the Premises, except that Lessor represents and Lessor further warrants to Lessee that that, as of the plumbingCommencement Date, lightingthe roof of the Building and all HVAC, air conditioning, heating, electrical and loading doors in the Premises shall be plumbing systems are in good operating condition on the Lease commencement dateworking condition. In the event that it is determined that this warranty has been violated, then it Lessor shall not be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, responsible to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained construct any tenant improvements in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) 6.3.2 Except as otherwise provided in this Lease, Lessee hereby accepts the Premises and the Building Project in their condition existing as of the Lease commencement date Commencement Date or the date that Lessee takes possession of the Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any easements, covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that it has satisfied itself by its own independent investigation that the Premises are suitable for its intended use, and that neither Lessor nor Lessor's agent or agents has made any representation or warranty as to the present or future suitability of the Premises Premises, Common Areas, or Building Project for the conduct of Lessee's business. Notwithstanding the foregoing, if, during the first twenty (20) days of the term hereof, Lessee notifies Lessor of any matters which Lessor reasonably agrees constitute defects in the condition of the Premises, Lessee shall have no obligation to repair such defects upon the expiration or earlier termination of this Lease.

Condition of Premises. (a) Lessor shall deliver the Premises to Lessee clean and free of debris on the Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's ’s sole cost, rectify such violation. Lessee's ’s failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied compiled with all of Lessor's ’s obligations hereunder. The warranty contained in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the an owner or occupant of the Premises. See Addendum. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their condition existing as of the Lease commencement date or the date that Lessee takes possession of the this Premises, whichever is earlier, subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises, and any covenants or restrictions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Lessee acknowledges that neither Lessor nor Lessor's ’s agent has made any representation or warranty as to the present or future suitability of the Premises for the conduct of Lessee's ’s business.

Condition of Premises. (a) Lessor Sublessor shall deliver the Premises to Lessee clean --------------------- Subtenant and free of debris on Lease commencement date (unless Lessee is already in possession) and Lessor further warrants to Lessee that the plumbing, lighting, air conditioning, heating, and loading doors in Subtenant shall accept the Premises shall be in good operating condition on the Lease commencement date. In the event that it is determined that this warranty has been violated, then it shall be the obligation of Lessor, after receipt of written notice from Lessee setting forth with specificity the nature of the violation, to promptly, at Lessor's sole cost, rectify such violation. Lessee's failure to give such written notice to Lessor within thirty (30) days after the Lease commencement date shall cause the conclusive presumption that Lessor has complied with all of Lessor's obligations hereunder. The warranty contained Commencement Date in this paragraph 6.3(a) shall be of no force or effect if prior to the date of this Lease, Lessee was the owner or occupant of the Premises. (b) Except as otherwise provided in this Lease, Lessee hereby accepts the Premises in their "AS IS WITH ALL FAULTS" condition existing as of the Lease commencement date or the date that Lessee takes possession of the Premises, whichever is earlier, and subject to all applicable zoning, municipal, county and state laws, ordinances and regulations regulations, restrictions of record and other requirements governing and regulating the use of the PremisesPremises (sometimes hereinafter, and any covenants or restrictions of record, and accepts this Lease subject thereto the "Laws") and to all matters disclosed thereby and by any exhibits attached heretothereby. Lessee Subtenant hereby acknowledges that neither Lessor nor Lessorthe Premises is otherwise in good condition and satisfactory in all respects for Subtenant's agent has made occupancy. Sublessor shall have no obligations under this Sublease or otherwise to perform any representation work, alterations, installations or warranty to remove any asbestos or asbestos containing material or other hazardous or toxic materials or substances, if any, from the Premises or elsewhere ("Hazardous Materials"). Sublessor makes no representations or warranties whatsoever with respect to the presence of Hazardous Materials in the Premises or Building, or with respect to whether or not the Building and/or Premises is in compliance with Laws (including, without limitation, environmental laws and the Americans with Disabilities Act). In addition, Sublessor makes no representations or warranties as to the present or future suitability of the Premises for the conduct of LesseeSubtenant's business. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make. Subtenant acknowledges that Sublessor has afforded Subtenant the opportunity for full and complete investigations, examinations, and inspections of the Premises. Subtenant shall at Subtenant's expense promptly comply with all Laws in effect during the term hereof. Sublessor acknowledges that Subtenant has no responsibility for repairing or remediating the presence of Hazardous Materials or ADA violations with respect to the period predating Subtenant's occupancy of the Premises under the above-referenced Subsublease with Interwoven with respect to the Premises, subject to such Subsublease. With respect to the additional premises occupied by Subtenant hereunder (the Suite 1000 portion shown on Exhibit B) Sublessor acknowledges that Subtenant has no responsibility for repairing or remediating the presence of Hazardous Materials or ADA violations with respect to the period preceding the Commencement Date.