Common use of Condition of the Property Clause in Contracts

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.

Condition of the Property. Tenant's occupancy The Property shall be conveyed from the City to the Developer on an “AS IS” condition and basis with all faults and the Developer agrees that the City has no obligation to make modifications, replacements or improvements thereto. Except as expressly and specifically provided in this Agreement, the Developer and anyone claiming by, through or under the Developer hereby waives its right to recover from and fully and irrevocably releases the City, and its elected and appointed officials, officers, directors, employees, representatives, agents, advisors, servants, attorneys, successors and assigns, and all persons, firms, corporations and organizations acting on the City’s behalf (collectively, the “Released Parties”) from any and all claims, responsibility and/or liability that the Developer may now have or hereafter acquire against any of the Suite upon the Completion Date shall constitute Tenant's acknowledgement Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior action arising from or related to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title matters pertaining to the Property described in this Section 2.8. This release includes claims of which the Developer is presently unaware or which the Developer does not presently suspect to exist which, if known by the Developer, would materially affect the Developer’s release of the Released Parties. If the Property is not in a condition suitable for the intended use or uses, then it is the sole responsibility and has found obligation of the same Developer to take such action as may be satisfactory necessary to place the Property in a condition suitable for all purposes development of the Project thereon. Except as otherwise expressly and accepts such condition specifically provided in this Agreement and without limiting the generality of titlethe foregoing, THE CITY MAKES NO REPRESENTATION OR WARRANTY AS TO (i) THE VALUE OF THE PROPERTY; (bii) that Tenant is leasing the Property "as is" in its present conditionTHE INCOME TO BE DERIVED FROM THE PROPERTY; (ciii) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATIONTHE HABITABILITY, EXPRESS OR IMPLIEDMARKETABILITY, IN RESPECT OF THE PROPERTY OR ANY PART THEREOFPROFITABILITY, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO USE OF THE PROPERTY; (iv) THE MANNER, QUALITY, STATE OF REPAIR OR CONDITION OF THE PROPERTY; (v) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS LAWS, RULES, ORDINANCES OR REGULATIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS APPLICABLE GOVERNMENTAL AUTHORITY OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.BODY;

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and TITLE 6.1 “As Is”. The Purchasers acknowledge (i) that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy date hereof, the Purchasers and their agents, attorneys, advisors and consultants have been given a reasonable opportunity to inspect and investigate the Projects and to perform due diligence with respect to the Owners and their respective assets (including the Projects), business, liabilities and obligations (all of the Suite foregoing, collectively, the “Owner Matters”), and has found all matters relating to all of the same to be in good order foregoing, including all of the physical, environmental and repair operational aspects of the Projects, either independently or through agents and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement experts of Purchaser’s choosing and (aii) that Tenant has examined the Purchasers will acquire the LLC Interests based upon the Purchasers’ own investigation and inspection and not on any representations or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "warranties made by any person except as is" set forth in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suitethis Agreement. LANDLORD MAKES SELLER AND THE PURCHASERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE LLC INTERESTS SHALL BE SOLD, AND THE PURCHASERS SHALL ACCEPT THE LLC INTERESTS, ON THE CLOSING DATE WITH ALL OWNER MATTERS TO BE ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS AND WITH NO RIGHT OF SET‑OFF OR REDUCTION IN THE PURCHASE PRICE, AND THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, SUCH SALE SHALL BE WITHOUT REPRESENTATION OR WARRANTY OR REPRESENTATIONOF ANY KIND, EXPRESS OR WHETHER EXPRESS, IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE STATUTORY OR OTHERWISE, AS TO QUALITY INCLUDING WARRANTY OF THE MATERIAL OR WORKMANSHIP THEREININCOME POTENTIAL, LATENT OR PATENTOPERATING EXPENSES, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES USES, AVAILABILITY OF MERCHANTABILITY DEVELOPMENT RIGHTS, ZONING, MERCHANTABILITY, PHYSICAL CONDITION THEREOF OR FITNESS FOR ANY A PARTICULAR PURPOSE RELATIVE OR ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RENT ROLL AND SELLER DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PURCHASERS SPECIFICALLY ACKNOWLEDGE THAT, EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING, THE PURCHASERS ARE NOT RELYING AND SHALL NOT RELY ON ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, FROM SELLER OR ANY OTHER PERSON AS TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED OWNER MATTERS (AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND RELEASES SELLER FROM ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, LIABILITY WITH RESPECT TO THE SUITE OWNER MATTERS, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE DOCUMENTS EXECUTED AND DELIVERED BY SELLER AT CLOSING), INCLUDING: (A) THE CONDITION OR SAFETY OF THE PROJECTS, INCLUDING PLUMBING, SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, 36 FOUNDATIONS, SOILS AND GEOLOGY (INCLUDING THE PRESENCE OF CONTAMINATION AND OTHER HAZARDOUS SUBSTANCES OR THE COMPLIANCE OF THE PROJECTS WITH APPLICABLE REQUIREMENTS OF LAW), LOT SIZE, OR SUITABILITY OF THE PROJECTS FOR A PARTICULAR PURPOSE; (B) WHETHER THE APPLIANCES, IF ANY, PLUMBING OR UTILITIES AND ANY PORTION THEREOFASSOCIATED METERS ARE IN WORKING ORDER; (C) THE LIVABILITY OR SUITABILITY FOR OCCUPANCY OF ANY STRUCTURE AND THE QUALITY OF ITS CONSTRUCTION; (D) THE FITNESS OF ANY PERSONAL PROPERTY; OR (E) THE PHYSICAL CONDITION OF THE PROJECTS, INCLUDING WHETHER ARISING PURSUANT THE IMPROVEMENTS INCLUDED IN THE PROJECTS ARE STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN COMPLIANCE WITH APPLICABLE REQUIREMENTS OF LAW. THE PURCHASERS FURTHER ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND IN THE CLOSING DOCUMENTS, SELLER SHALL NOT BE UNDER ANY DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURE REGARDING ANY MATTER WHICH MAY BE KNOWN TO IT, ITS OFFICERS, DIRECTORS, PRINCIPALS, CONTRACTORS, AGENTS OR EMPLOYEES, AND THAT THE PURCHASERS ARE RELYING SOLELY UPON THEIR OWN INSPECTION OF THE PROJECTS AND ITS OTHER DUE DILIGENCE AND NOT UPON ANY REPRESENTATIONS MADE TO IT BY ANY PERSON WHOMSOEVER. ANY REPORTS, REPAIRS OR WORK REQUIRED BY THE PURCHASERS ARE TO BE THE SOLE RESPONSIBILITY OF THE PURCHASERS AND THE PURCHASERS AGREE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE IS NO OBLIGATION ON THE PART OF SELLER TO MAKE OR CAUSE TO BE MADE ANY CHANGES, ALTERATIONS, OR REPAIRS TO THE UNIFORM COMMERCIAL CODE PROJECTS. THE PURCHASERS AGREE AND ACKNOWLEDGE THAT THE PURCHASERS’ OBLIGATIONS HEREUNDER SHALL REMAIN IN FULL FORCE AND EFFECT WITH THE PURCHASERS HAVING NO RIGHT TO DELAY THE CLOSING OR TERMINATE THIS AGREEMENT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REGARDLESS OF ANY OTHER LAW NOW FACTS OR HEREAFTER IN EFFECT INFORMATION LEARNED BY THE PURCHASERS BEFORE OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERAFTER THE DATE HEREOF. The provisions of this Section 6.1 shall survive the Closing without limitation.

Condition of the Property. Tenant's occupancy of THE PROPERTY SHALL BE CONVEYED IN “AS-IS” CONDITION, SUBJECT TO KNOWN AND UNKNOWN DEFECTS, IF ANY, AND SUBJECT TO THE PRESENT MANNER OF USE AND OCCUPANCY OF THE PROPERTY. THE SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE PROPERTY, OR TO ITS USE AND OCCUPANCY. THE BUYER ACKNOWLEDGES THAT BUYER HAS NOT BEEN INFLUENCED TO ENTER THIS TRANSACTION BY, NOR HAS IT RELIED UPON, ANY REPRESENTATIONS OR WARRANTIES OF THE SELLER OR THE AUCTIONEER, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES CONCERNING COMPLIANCE WITH ANY HEALTH, BUILDING, ZONING, ENVIRONMENTAL OR OTHER LAW OR ORDINANCE OR REGULATION (FEDERAL, STATE OR LOCAL) WHICH MAY AFFECT THE TRANSFER OF THE PROPERTY OR THE BUYER’S USE AND/OR ENJOYMENT OF THE PROPERTY, EACH OF WHICH REPRESENTATIONS AND WARRANTIES IS EXPRESSLY DISCLAIMED. The Buyer acknowledges that it has had the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of opportunity to investigate the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title such public records pertaining to the Property and as it has found deemed necessary. The Buyer acknowledges that the same to be satisfactory for all purposes and accepts such condition cost of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition inspections of the Property or necessary for compliance with Title 5 of the SuiteMassachusetts Environmental Code shall be the Buyer’s sole responsibility. LANDLORD MAKES NO WARRANTY OR REPRESENTATIONIf the Property is serviced by such a system, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANTthe Buyer agrees to comply with the provisions of 310 CMR 15.301 requiring inspection of the system within six months after the date of this Memorandum of Sale. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOFThe Buyer agrees that such inspection will be made at the Buyer’s sole expense. Tenant represents The Buyer agrees that the officers cost of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's any inspections of the Suite in leasing Property necessary for compliance with any state, federal or local law, ordinance or regulation will be the PropertyBuyer’s sole responsibility, and that Seller shall have no liability or responsibility therefor whatsoever. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFThe Buyer acknowledges that the Seller shall be under no obligation to comply with any statute or regulation, AND LANDLORD DOES HEREBY DISCLAIMincluding, ANY AND ALL WARRANTIES BY LANDLORDwithout limitation, EXPRESS OR IMPLIEDMassachusetts General Laws c. 148, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF§§26F, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE26G and 28 concerning installation of smoke detectors, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONcarbon monoxide detectors or automatic fire suppression or sprinkler systems, NEGATION AND DISCLAIMERwhich obligations the Buyer specifically assumes.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY SELLER DISCLAIMS THE MAKING OF ANY REPRESENTATIONS OR REPRESENTATIONWARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROPERTY OR MATTERS AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, THE QUALITY OF ANY WORK OR MATERIALS USED IN RESPECT CONNECTION WITH THE IMPROVEMENTS ON THE REAL PROPERTY, LEASES, TITLE TO OR THE BOUNDARIES OF THE REAL PROPERTY, PEST CONTROL MATTERS, SOIL CONDITION, HAZARDOUS WASTE, TOXIC SUBSTANCE OR OTHER ENVIRONMENTAL MATTERS, COMPLIANCE WITH BUILDING, HEALTH, SAFETY, LAND USE AND ZONING LAWS, REGULATIONS AND ORDERS, STRUCTURAL AND OTHER ENGINEERING CHARACTERISTICS, TRAFFIC PATTERNS, THE DEVELOPMENT POTENTIAL OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR AND THE PROPERTY’S USE, SUITABILITYFITNESS, DESIGN VALUE, OR CONDITION ADEQUACY FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS AND ALL OTHER INFORMATION PERTAINING TO QUALITY THE PROPERTY. Notwithstanding the foregoing, Seller hereby represents and warrants that as of the Closing Date (i) the roof of the Real Property shall be free of significant leaks; (ii) the mechanical systems in the Real Property shall be in working order; (iii) the Real Property shall be delivered vacant and broom-clean; (iv) the area previously occupied by the one-story masonry structure connecting the north wall of the building on the Real Property to the building immediately to the north of the Real Property will be graded and paved; (v) Seller shall have the environmental report performed by Impact Environmental certified to Buyer, at Buyer’s sole cost and expense; and (vi) Seller shall have substantially completed the items set forth in Exhibit B annexed hereto and shall have delivered to Buyer a letter or other acknowledgement from Nassau County or one of its departments, agencies or authorities acknowledging that the work set forth in Exhibit B has been completed. Seller’s representation set forth in subsections (iii) and (v) shall not survive the Closing, and Seller’s representations set forth in subsections (i), (ii), (iv) and (vi) above shall survive the Closing only for a period of 60 days following the Closing. (b) BUYER, MOREOVER, ACKNOWLEDGES THAT BUYER HAS INSPECTED AND EXAMINED THE PROPERTY AND IS FAMILIAR AND SATISFIED WITH THE STRUCTURAL CONDITION, SURVEY, ENVIRONMENTAL, FINANCIAL AND LEGAL CONDITION OF THE MATERIAL OR WORKMANSHIP THEREINPROPERTY, LATENT OR PATENTAND EXCEPT AS SPECIFICALLY PROVIDED IN THE LAST SENTENCE OF THE IMMEDIATELY PRECEDING PARAGRAPH, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO BUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” AND “WHERE-IS” CONDITION AS THE SAME MAY BE ON THE DATE HEREOF, SUBJECT, HOWEVER, TO REASONABLE USE, WEAR, TEAR, CASUALTY AND NATURAL DETERIORATION BETWEEN THE DATE HEREOF AND THE CLOSING DATE. BUYER FURTHER ACKNOWLEDGES THAT SELLER SHALL NOT BE REQUIRED TO BEGIN OR COMPLETE ANY COMPONENT PART THEREOF. Tenant represents WORK ON THE REAL PROPERTY AS A CONDITION TO CLOSING. (c) Buyer its agents, employees, contractors, affiliates, successors and assigns, hereby releases and forever discharges Seller, its agents, affiliates, successors, assigns, Seller’s investment manager, partners and officers from any and all rights, claims and demands at law or in equity, whether direct or indirect, foreseen or unforeseen, or known or unknown at the time of this Agreement, which Buyer has or may have in the future, arising out of, or in any way connected with, the structural, survey, environmental, financial or legal condition of the Property, or any law or regulation applicable thereto. (d) Buyer hereby specifically acknowledges that Buyer has carefully reviewed this Section 2.4 and discussed its import with legal counsel and that the officers provisions of Tenant this Section 2.4 are knowledgeable a material part of this Agreement. The disclaimer and experienced release contained in this Section 2.4 shall not merge with the leasing transfer of properties comparable to title and shall survive the Suite and agrees that Tenant will be relying solely on Tenant's inspections Closing Date, the recordation of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERDeed or any termination of this Agreement.

Condition of the Property. Tenant's occupancy Subject to the approval or waiver of the Suite upon ------------------------- Contingencies (as defined in Section 4), Buyer's Closing Conditions (as defined --------- in Section 5.1), Seller's obligation to perform the Completion Date shall constitute TenantSeller Grading Work in ----------- accordance with Paragraph 1.3(b), and Seller's acknowledgement representations and warranties set forth in Section 8.1 with respect to the condition of receipt the Property, and as ----------- a material inducement to Seller's execution and delivery of possession this Agreement and performance of its duties hereunder, Buyer agrees, represents and warrants, that it will purchase the Property "AS IS" and solely in reliance on its own investigation of the Suite Property. Buyer agrees, represents and warrants, that Tenant it has examined conducted (or will conduct to the extent it deems appropriate) an investigation and otherwise determine to its satisfaction each and every matter of concern or relevance relating to the Property, including without limitation the financial, legal title, physical and environmental condition of the Property, soils, settlement or subsidence conditions, applicable governmental laws and regulations, zoning, building codes, access, the transportation management program referred to in Section 7, the special tax referred to in Section 12.20, --------- ------------- and land use laws and regulations and the extent to which the Property complies therewith, and the fitness of the Property for Buyer's contemplated use, the presence of Hazardous Material (as defined in Section 12.1(b)) on the Property --------------- and, in general, its environmental condition and title matters (collectively, the "Condition of the Property"). Subject to the other -------------------------- provisions of this Agreement, Buyer agrees, represents and warrants that (i) it will purchase the Property subject to each and every Condition of the Property, including adverse conditions that may not have been revealed by its investigation of the Property, (ii) Seller has acquired knowledge no obligation to repair, correct or compensate Buyer for any Condition of the Property, and (iii) by acquiring the Property, Buyer shall be deemed to have waived any and all objections to the Condition of the Property, whether or not any Condition of the Property would have been disclosed by inspection. Seller shall, from the date of this Agreement to the Closing Date, at Seller's sole cost and expense, maintain the Property in good order, condition and repair so that, as of the Close of Escrow, there shall be no material adverse change in the condition of the Property and Suite prior to from the occupancy condition that exists as of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition date of title; (b) that Tenant is leasing the Property "this Agreement, except as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERspecifically provided herein.

Condition of the Property. Tenant's occupancy (a) Seller recommends that Purchaser employ one or more independent zoning consultants and engineering and/or environmental professionals to review zoning and to perform engineering, environmental and physical assessments on Purchaser’s behalf in respect of the Suite upon Property and the Completion Date shall constitute Tenant's acknowledgement of receipt condition thereof. Purchaser and delivery of possession of Seller mutually acknowledge and agree that the Suite Property is being sold in an “AS IS” condition and that Tenant “WITH ALL FAULTS,” known or unknown, contingent or existing. Purchaser has examined and otherwise has acquired knowledge of the sole responsibility to fully inspect the Property, to investigate all matters relevant thereto, including, without limitation, the condition of the Property Property, and Suite prior to reach its own, independent evaluation of any risks (environmental or otherwise) or rewards associated with the occupancy ownership, leasing, management and operation of the Suite Property. Effective as of the Closing and has found except as expressly set forth in this Agreement, Purchaser hereby waives and releases Seller and its officers, directors, shareholders, members, partners, agents, affiliates, employees and successors and assigns from and against any and all claims, obligations and liabilities arising out of or in connection with the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; Property. (b) that Tenant is leasing To the Property "as is" in fullest extent permitted by law, Purchaser does hereby unconditionally waive and release Seller and its officers, directors, shareholders, members, partners, agents, affiliates and employees from any present condition; (c) that Tenant waives or future claims and liabilities of any claim nature arising from or action against Landlord in respect relating to the presence or alleged presence of the condition of Hazardous Substances in, on, at, from, under or about the Property or any adjacent property, including, without limitation, any claims under or on account of any Environmental Law, regardless of whether such Hazardous Substances are located in, on, at, from, under or about the Suite. LANDLORD MAKES NO WARRANTY OR REPRESENTATIONProperty or any adjacent property prior to or after the date hereof (collectively, EXPRESS OR IMPLIED“Environmental Liabilities”); provided, IN RESPECT OF THE PROPERTY OR ANY PART THEREOFhowever, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers foregoing release as it applies to Seller, its officers, directors, shareholders, members, partners, agents, affiliates and employees, will not release Seller from any Environmental Liabilities of Tenant are knowledgeable Seller relating to any Hazardous Substances which may be placed, located or released on the Property by Seller after the date of Closing. In addition, Purchaser does hereby covenant and experienced in agree to defend, indemnify, and hold harmless Seller, and Seller’s officers, directors, shareholders, members, partners, agents, affiliates and employees from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses of whatever kind or nature, known or unknown, existing and future, including any action or proceeding brought or threatened, or ordered by governmental authorities, relating to any Hazardous Substances which may be placed, located or released on the leasing Property after the date of properties comparable to Closing. The terms and provisions of this Section 3.3 will survive the Suite and agrees that Tenant will be relying solely on Tenant's inspections Closing hereunder until the expiration of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERany applicable statute of limitations.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and Tenant accepts the Property in its "as is" condition, subject to the existing state of title, including all covenants, conditions, restrictions, reservations, mineral leases, easements and other matters of record or that Tenant has examined are visible or apparent on the Property, all applicable Legal Requirements, the lien of financing instruments, mortgages and otherwise has acquired knowledge deeds of the condition trust, and such other matters which would be disclosed by an inspection of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesrecord title thereto or by an accurate survey thereof. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the SuiteTENANT REPRESENTS THAT IT OCCUPIES THE PROPERTY AND HAS FULLY INSPECTED THE PROPERTY AND ALL OF THE FOREGOING AND HAS FOUND THE CONDITION THEREOF SATISFACTORY AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY OF LANDLORD OR LANDLORD'S AGENTS OR EMPLOYEES WITH RESPECT THERETO AND TENANT WAIVES ANY CLAIM OR ACTION AGAINST LANDLORD IN RESPECT OF THE CONDITION THEREOF. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. To the maximum extent permitted by law, however, Landlord hereby assigns to Tenant represents that the officers all of Tenant are knowledgeable Landlord's rights to proceed against any predecessor in title, as well as contractors and experienced suppliers for breaches of warranties or representations, or for latent defects in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFLandlord shall fully cooperate with Tenant in the prosecution of any such claims, AND LANDLORD DOES HEREBY DISCLAIMin Landlord's or Tenant's name, ANY AND ALL WARRANTIES BY LANDLORDall at Tenant's sole cost and expense. Tenant shall indemnify, EXPRESS OR IMPLIEDdefend, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFand hold harmless Landlord from and against any loss, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISEthird-party cost, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERdamage or liability (including reasonable attorneys' fees) incurred by Landlord in connection with such cooperation.

Condition of the Property. Landlord acquired the Property on the Commencement Date and for the period of at least two (2) years prior to the Commencement Date, Tenant owned, occupied and operated the Property. Tenant represents that it has examined the title of the Property, the physical condition of the Property, environmental studies and reports of the Property, and the economic feasibility of conducting Tenant's occupancy business in and from the Property. Tenant has determined that the same are satisfactory to Tenant, and Tenant accepts the Property on an "AS-IS, WHERE-IS" basis, subject to (a) the rights of any parties in possession and the existing state of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession title as of the Suite Commencement Date, (b) any state of facts which an accurate survey or physical inspection of the Property might show, (c) all zoning regulations, restrictions, rules and that Tenant has examined ordinances, building restrictions and otherwise has acquired knowledge of other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the condition of any buildings, structures and other improvements located on the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesProperty, without representation or warranty by Landlord. Such occupancy shall constitute Tenant's further acknowledgement TENANT ACKNOWLEDGES THAT LANDLORD (aWHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD MAKES NO BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT TO ANY OF THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO ITS FITNESS FOR USE, SUITABILITYUSE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY. QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT BEING AGREED THAT ALL SUCH RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable Landlord shall not be obligated to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing provide or pay for any improvement work or services related to the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFTenant acknowledges that the Property is of its selection and to its specifications, AND LANDLORD DOES HEREBY DISCLAIMand that the Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any of the Property of any nature, ANY AND ALL WARRANTIES BY LANDLORDwhether patent or latent, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERLandlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort).

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the

Condition of the Property. Tenant's occupancy Except as may be expressly set forth in this Agreement, Buyer is purchasing the Property AS IS, WHERE IS, WITH ALL FAULTS. Except as may be expressly provided in this Agreement, Buyer shall rely solely upon its own review of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt documents and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of inspections with regard to the condition of the Property and Suite prior to the occupancy structural and mechanical systems of the Suite improvements thereon, including, but not limited to, its location, size, subsurface or soil condition, construction and has found the same to character; and, except as may be expressly set forth in good order this Agreement, Buyer specifically agrees that it shall purchase and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to acquire the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO AS IS, WHERE IS, WITH ALL FAULTS WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATIONBY SELLER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IN RESPECT AS TO THE TRUTH OR ACCURACY OF ANY DOCUMENTS SUPPLIED, AS TO THE CONDITION OF THE PROPERTY PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, WITHOUT LIMITING THE FOREGOING, BUYER DOES HEREBY SPECIFICALLY AFFIRM THAT, AS TO QUALITY A RESULT OF THE MATERIAL FOREGOING PROVISIONS, ITS PURCHASE AND ACQUISITION OF THE PROPERTY SHALL BE MADE WITHOUT ANY REPRESENTATION OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE WARRANTY BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE SELLER AS TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR (INCLUDING ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS MATTERS RELATING TO SUCH ITEMS AS HAZARDOUS MATERIALS (AS DEFINED IN SECTION 14(a) OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFAGREEMENT), AND LANDLORD DOES HEREBY DISCLAIMWASTE MATERIALS, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS UNDERGROUND STORAGE TANKS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE AREAS OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERENVIRONMENTAL MATTER).

Condition of the Property. Tenant's occupancy (a) By Buyer electing to deliver the Go Forward Notice under Section 1.2(a) above, Buyer will be deemed to have acknowledged and agreed that it has been given a full opportunity to inspect and investigate each and every aspect of the Suite upon the Completion Date shall constitute Tenant's acknowledgement Property, either independently or through agents of receipt and delivery of possession Buyer’s choosing. Such examination of the Suite and that Tenant has examined and otherwise has acquired knowledge of the physical condition of the Property and Suite prior shall include an examination for the presence or absence of Hazardous Materials, as defined below, which shall be performed or arranged by Buyer (subject to the occupancy provisions of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (aSection 1.2 hereof) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; at Buyer’s sole expense. (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY EXCEPT AS SET FORTH IN THIS AGREEMENT, THE CLOSING DOCUMENTS, BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT SELLER IS SELLING AND BUYER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS” BASIS AND THAT BUYER IS NOT RELYING ON ANY REPRESENTATIONS OR REPRESENTATIONWARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN RESPECT OF THE PROPERTY FROM SELLER, ANY SELLER RELATED PARTIES, OR THEIR AGENTS OR BROKERS, OR ANY PART THEREOF, EITHER AS OTHER PERSON ACTING OR PURPORTING TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEACT ON BEHALF OF SELLER, AS TO QUALITY OF ANY MATTERS CONCERNING THE MATERIAL OR WORKMANSHIP THEREINPROPERTY, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that INCLUDING the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable following matters with respect to the Suite Property (collectively, the “Property Condition”): (i) the quality, nature, adequacy and agrees that Tenant will be relying solely on Tenant's inspections physical condition and aspects of the Suite Property, including, but not limited to, the structural elements, seismic aspects of the Property, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, the square footage within the improvements on the Property and within each tenant space therein, (ii) the quality, nature, adequacy, and physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the development potential of the Real Property, including, without limitation, the status of all permits, approvals and entitlements with respect to the Real Property, the status of any development or use rights respecting the Real Property, and the availability of permits, licenses and approvals respecting the development of the Real Property, (v) the Property’s use, habitability, merchantability, or fitness, suitability, value or adequacy of the Property for any particular purpose, or the economic or engineering feasibility of the development of the Property that may be contemplated by Buyer; (vi) the zoning or other legal status of the Property or any other public or private restrictions on use of the Property, (vii) the compliance of the Property or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity, (viii) the presence of Hazardous Materials on, under or about the Property or the adjoining or neighboring property, (ix) the quality of any labor and materials used in leasing any improvements on the Property, (x) the condition of title to the Property, (xi) the Lease or other documents or agreements affecting the Property, or any information contained in any rent roll furnished to Buyer for the Property, (xii) the value, economics of the operation or income potential of the Property, or (xiii) any other fact or condition which may affect the Property, including without limitation, the physical condition, value, economics of operation or income potential of the Property. WITHOUT LIMITING THE PROVISIONS GENERALITY OF THIS PARAGRAPH THE FOREGOING, SELLER SHALL HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, NO LIABILITY WITH RESPECT TO THE SUITE CONDITION OF THE PROPERTY UNDER COMMON LAW, OR ANY PORTION THEREOFFEDERAL, WHETHER ARISING PURSUANT STATE, OR LOCAL LAW OR REGULATION, INCLUDING BUT NOT LIMITED TO THE UNIFORM COMMERCIAL CODE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980 AS AMENDED, 42 U.S.C.A. SECTIONS 9601 ET SEQ., OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISEAPPLICABLE WASHINGTON LAW, AND TENANT BUYER HEREBY ACKNOWLEDGES RELEASES AND ACCEPTS SUCH EXCLUSIONWAIVES ANY AND ALL CLAIMS WHICH THE BUYER HAS OR MAY HAVE AGAINST THE SELLER WITH RESPECT TO THE CONDITION OF THE PROPERTY. (c) Buyer further acknowledges and agrees that, NEGATION AND DISCLAIMERexcept for any express representations, warranties or agreements made by Seller in this Agreement or in any closing document, neither Seller nor any of Seller’s employees, agents or representatives have made any statements or representations, express or implied, by or on behalf of Seller as to any matters concerning the Property Condition. Except as otherwise expressly set forth in this Agreement or in any closing document, Seller disclaims any and all such statements and representations, and Buyer agrees that any inaccuracy or deficiency in information, advice or documents given to Buyer shall be solely the responsibility and risk of Buyer and shall not be chargeable in any respect to Seller. Except as expressly set forth in this Agreement or in any closing document, Buyer acknowledges that it is not relying on any statement or representation, whether express or implied, oral or written, that has been made or that in the future may be made by Seller or any of Seller’s employees, agents, attorneys or representatives concerning the Property Condition.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date Prior to Closing, Purchaser shall constitute Tenant's acknowledgement of receipt and delivery of possession of the Suite and that Tenant has have fully examined and otherwise has acquired knowledge of the condition of inspected the Property and Suite prior to have become thoroughly familiar with the occupancy condition, status and usability of the Suite and has found same. PURCHASER IS PURCHASING THE PROPERTY IN AN "AS IS" CONDITION, "WITH ALL FAULTS", WITH ALL KNOWN AND UNKNOWN ENVIRONMENTAL CONDITIONS AND LIABILITIES (INCLUDING WITHOUT LIMITATION STRICT LIABILITY), AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, OF ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER. Purchaser assumes all liability (including strict liability) associated with the same Property, whether known or unknown. Except for the limited warranty of title to be contained in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same limited warranty deed to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO WARRANTY executed by Seller pursuant to Section 5 hereof, SELLER HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS OR REPRESENTATIONWARRANTIES TO PURCHASER WHATSOEVER, EXPRESS OR IMPLIED, IN RESPECT OR ARISING BY OPERATION OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIEDLAW, WITH RESPECT TO THE SUITE PROPERTY, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, MERCHANTABILITY, HABITABILITY OR ANY PORTION THEREOFFITNESS FOR A PARTICULAR USE, WHETHER ARISING PURSUANT OR WITH RESPECT TO THE UNIFORM COMMERCIAL CODE VALUE, PROFITABILITY OR MARKETABILITY OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, DOES NOT AND WILL NOT MAKE ANY OTHER LAW NOW REPRESENTATION OR HEREAFTER IN EFFECT WARRANTY WITH REGARD TO THE CONDITION OR OTHERWISECOMPLIANCE OF THE PROPERTY WITH RESPECT TO ANY ENVIRONMENTAL PROTECTION, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONPOLLUTION CONTROL OR LAND USE LAWS, NEGATION AND DISCLAIMERRULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO THOSE PERTAINING TO THE USE, HANDLING, GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED SUBSTANCE.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof, including, without limitation, claims resulting from the existence of Hazardous Materials on the Property. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein. Notwithstanding anything to the contrary in this Lease, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONnothing in this Section 7.2 is intended to waive, NEGATION AND DISCLAIMERmodify or limit in any respect any of Tenant's rights set forth in this Lease including, without limitation, such rights as are set forth under Section 3.3, Article 15, Article 16 and Article 21.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF(iv) LANDLORD'S TITLE THERETO, AND LANDLORD DOES HEREBY DISCLAIM(v) VALUE, ANY AND ALL WARRANTIES BY LANDLORD(vi) COMPLIANCE WITH SPECIFICATIONS, EXPRESS OR IMPLIED(vii) LOCATION, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF(viii) USE, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.(ix) CONDITION,

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, provided, however, that Landlord and Tenant agree to cooperate with each other in the creation of appropriate vehicular and pedestrian access, ingress, egress, utilities and maintenance easements related to the Other Parcels,(E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) fee simple title, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONexcept where the Property is held under a ground lease, NEGATION AND DISCLAIMER(both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (B) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, and (C) all easements necessary or appropriate for the use or operation of the Property have been obtained.

Condition of the Property. Tenant's occupancy 1. There is no litigation pending or threatened against the Property that might affect the Property or NBU’s ability to perform its obligations under this Agreement, and NBU has not received notice of any violation of any law, ordinance, regulation, or requirement affecting the Property or NBU’s use of the Suite upon the Completion Date shall constitute Tenant's acknowledgement Property. In addition, NBU is not aware of receipt and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined any hazardous materials or has had an opportunity to examine title to toxic substances on the Property and has found not received any inquiries or notices from any governmental authority or third party with respect to the same to be satisfactory for all purposes and accepts such condition presence of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim hazardous materials or action against Landlord in respect of the condition of toxic substances on the Property or the Suitemigration of hazardous materials or toxic substances from the Property. 2. LANDLORD MAKES NO THE PROPERTY WILL BE TRANSFERRED TO THE CITY IN AN “AS IS, WHERE IS” CONDITION, WITH ALL FAULTS. ALL REPRESENTIONS OTHER THAN THE REPRESENTATION IN SECTION G.1. AND ALL WARRANTIES, EXCEPT THE LIMITED WARRANTY OF TITLE IN THE SPECIAL WARRANTY DEED, ARE EXPRESSLY DISCLAIMED. 3. AFTER THE TRANSFER, AS BETWEEN THE CITY AND NBU, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS, CONDITIONS, AND CLAIMS, EVEN IF ARISING FROM EVENTS BEFORE THE TRANSFER, WILL BE THE SOLE RESPONSIBILITY OF THE CITY, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS, CONDITIONS, OR CLAIMS, WERE KNOWN OR UNKNOWN AT TRANSFER, SUBJECT ONLY TO NBU’S BREACH OF ITS EXPRESS REPRESENTATION SET OUT IN SECTION G.1. ABOVE (“EXPRESS REPRESENTATION”). SUBJECT ONLY TO NBU’S BREACH OF SUCH EXPRESS REPRESENTATION, ONCE TRANSFER HAS OCCURRED, THE CITY RELEASES NBU FROM LIABILITY FOR ANY DEFECTS, LATENT OR OTHERWISE, AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS, CONDITIONS, OR CLAIMS, AFFECTING THE PROPERTY, INCLUDING BUT NOT LIMITED TO LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, AND THE TEXAS WATER CODE. 4. EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED AND THE REPRESENTATION IN SECTION G.1. OF THIS AGREEMENT, NBU HAS NOT, DOES NOT, AND WILL NOT MAKE ANY WARRANTIES, GUARANTIES, OR REPRESENTATIONS, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, IN RESPECT CONCERNING (I) THE CONDITION OF THE PROPERTY OR ANY PART ELEMENT THEREOF, EITHER AS INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO ITS FITNESS ENVIRONMENTAL CONDITIONS, SUITABILITY FOR USEHABITATION, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY A PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.PURPOSE;

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Subject to Section 12.3 hereof, Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for its purposes hereunder. Landlord hereby represents and warrants to Tenant that Landlord has made available to Tenant or an Affiliate of Tenant all purposesinformation in Landlord's possession regarding the condition of the Property prior to the date hereof. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however, of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same whether or not any patent or latent defect or condition was revealed or discovered thereby, subject to be satisfactory for all purposes and accepts such condition of title; (b) that Section 12.3 hereof, Tenant is leasing the Property "as is" in its present condition; (c) that . Subject to Section 12.3 hereof, Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF(iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant represents acknowledges that fee simple title, except where the officers of Tenant are knowledgeable Property is held under a ground lease, (both legal and experienced equitable) is in the leasing of properties comparable to the Suite Landlord and agrees that Tenant will be relying solely on Tenant's inspections has only the leasehold right of possession and use of the Suite in leasing the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERProperty as provided herein.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) to Tenant's knowledge, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONfee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord, (B) Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge, the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) to Tenant's knowledge all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) to Tenant's knowledge all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Subject to Section 12.3 hereof, Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same whether or not any patent or latent defect or condition was revealed or discovered thereby, subject to be satisfactory for all purposes and accepts such condition of title; (b) that Section 12.3 hereof, Tenant is leasing the Property "as is" in its present condition; (c) that , subject to the obligation of the Transferor to complete certain environmental remediation work pursuant to an agreement previously provided to Tenant. Subject to Section 12.3 hereof, Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that fee simple title, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSIONexcept where the Property is held under a ground lease, NEGATION AND DISCLAIMER(both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein.

Condition of the Property. Tenant's occupancy Except as may be expressly set forth in this Agreement, Buyer is purchasing the Property AS IS, WHERE IS, WITH ALL FAULTS. Buyer shall rely solely upon its own review of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt documents and delivery of possession of the Suite and that Tenant has examined and otherwise has acquired knowledge of inspections with regard to the condition of the Property and Suite prior to the occupancy structural and mechanical systems of the Suite improvements thereon, including, but not limited to, its location, size, subsurface or soil condition, construction and has found the same to character; and, except as may be expressly set forth in good order this Agreement, Buyer specifically agrees that it shall purchase and repair and satisfactory for all purposes. Such occupancy shall constitute Tenant's further acknowledgement (a) that Tenant has examined or has had an opportunity to examine title to acquire the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. LANDLORD MAKES NO AS IS, WHERE IS, WITH ALL FAULTS WITHOUT ANY REPRESENTATION OR WARRANTY OR REPRESENTATIONBY SELLER WHATSOEVER, WHETHER EXPRESS OR IMPLIEDIMPLIED EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AS TO THE TRUTH OR ACCURACY OF ANY DOCUMENTS SUPPLIED, IN RESPECT AS TO THE CONDITION OF THE PROPERTY PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED BY SELLER. WITHOUT LIMITING THE FOREGOING, BUYER DOES HEREBY SPECIFICALLY AFFIRM THAT, AS TO QUALITY A RESULT OF THE MATERIAL FOREGOING PROVISIONS, ITS PURCHASE AND ACQUISITION OF THE PROPERTY SHALL BE MADE WITHOUT ANY REPRESENTATION OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE WARRANTY BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE SELLER EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT AS TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR (INCLUDING ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the Property. THE PROVISIONS MATTERS RELATING TO SUCH ITEMS AS HAZARDOUS MATERIALS (AS DEFINED IN SECTION 14(a) OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFAGREEMENT), AND LANDLORD DOES HEREBY DISCLAIMWASTE MATERIALS, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS UNDERGROUND STORAGE TANKS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE AREAS OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERENVIRONMENTAL MATTER.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of complete and exclusive possession of the Suite Property, subject to the Permitted Encumbrances. Tenant acknowledges and confirms that for a substantial period prior to and up to and including the execution of this Master Lease, Tenant’s Parent and/or its Subsidiaries have been in continuous ownership and possession of the Property, Tenant is fully familiar therewith, and has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Master Lease and has found the same to be in good order and repair and free from Hazardous Substances not in compliance with Legal Requirements and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however, of any knowledge, examination or inspection made by Tenant has examined and whether or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "“as is" ,” “where is” and “with all faults” in its present condition; (c) that . Tenant hereby irrevocably, unconditionally and absolutely waives and relinquishes any claim or action against Landlord whatsoever in respect of the condition of the Property Property, including any patent or latent defects or adverse conditions not discovered or discoverable or otherwise known or unknown by Xxxxxx as of the SuiteCommencement Date. LANDLORD MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN FACT OR IN LAW, IN RESPECT OF THE PROPERTY OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, SUITABILITY, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, OR AS TO THE NATURE OR QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENTTHE EXISTENCE OF ANY HAZARDOUS SUBSTANCE, IT BEING AGREED THAT ALL SUCH RISKS RISKS, KNOWN AND UNKNOWN, LATENT OR PATENT, ARE TO BE BORNE SOLELY BY TENANT. LANDLORD HEREBY DISCLAIMS ANY , INCLUDING ALL RESPONSIBILITY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS LIABILITY FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyENVIRONMENTAL REMEDIATION AND COMPLIANCE WITH ALL ENVIRONMENTAL LAWS. THE PROVISIONS FOREGOING SHALL NOT LIMIT ANY EXPRESS COVENANTS OR OBLIGATIONS OF LANDLORD CONTAINED ELSEWHERE IN THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMER.MASTER LEASE. Tenant’s Initials: _____ Landlord’s Initials: ____

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained,(E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Xxxxxx acknowledges receipt and delivery of possession of the Suite Property and that Tenant Xxxxxx has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Xxxxxx has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.

Condition of the Property. Landlord acquired the Property on the Commencement Date and for the period of at least two (2) years prior to the Commencement Date, Tenant owned, occupied and operated the Property. Tenant represents that it has examined the title of the Property, the physical condition of the Property, environmental studies and reports of the Property, and the economic feasibility of conducting Tenant's occupancy business in and from the Property. Tenant has determined that the same are satisfactory to Tenant, and Tenant accepts the Property on an "AS-IS, WHERE-IS" basis, subject to (a) the rights of any parties in possession and the existing state of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of receipt and delivery of possession title as of the Suite Commencement Date, (b) any state of facts which an accurate survey or physical inspection of the Property might show, (c) all zoning regulations, restrictions, rules and that Tenant has examined ordinances, building restrictions and otherwise has acquired knowledge of other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the condition of any buildings, structures and other improvements located on the Property and Suite prior to the occupancy of the Suite and has found the same to be in good order and repair and satisfactory for all purposesProperty, without representation or warranty by Landlord. Such occupancy shall constitute Tenant's further acknowledgement TENANT ACKNOWLEDGES THAT LANDLORD (aWHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) that Tenant has examined or has had an opportunity to examine title to the Property and has found the same to be satisfactory for all purposes and accepts such condition of title; (b) that Tenant is leasing the Property "as is" in its present condition; (c) that Tenant waives any claim or action against Landlord in respect of the condition of the Property or the Suite. HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD MAKES NO BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT TO ANY OF THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO ITS FITNESS FOR USE, SUITABILITYUSE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION. IT BEING AGREED THAT ALL SUCH RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. LANDLORD HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable Landlord shall not be obligated to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing provide or pay for any improvement work or services related to the Property. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN NEGOTIATED AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OFTenant acknowledges that the Property is of its selection and to its specifications, AND LANDLORD DOES HEREBY DISCLAIMand that the Property has been inspected by Tenant and is satisfactory to it. In the event of any defect or deficiency in any of the Property of any nature, ANY AND ALL WARRANTIES BY LANDLORDwhether patent or latent, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOF, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION, NEGATION AND DISCLAIMERLandlord shall not have any responsibility or liability with respect thereto or for any incidental or consequential damages (including strict liability in tort).

Condition of the Property. Tenant's occupancy of the Suite upon the Completion Date shall constitute Tenant's acknowledgement of Tenant acknowledges receipt and delivery of possession of the Suite Property and that Tenant has examined and otherwise has acquired knowledge of the condition of the Property and Suite prior to the occupancy execution and delivery of the Suite this Lease and has found the same to be in good order and repair and satisfactory for all purposesits purposes hereunder. Such occupancy shall constitute Tenant's further acknowledgement (a) that Regardless, however of any inspection made by Tenant has examined or has had an opportunity to examine title to of the Property and has found the same to be satisfactory for all purposes and accepts such whether or not any patent or latent defect or condition of title; (b) that was revealed or discovered thereby, Tenant is leasing the Property "as is" in its present condition; (c) that . Tenant waives and releases any claim or cause of action against Landlord in with respect of to the condition of the Property including any defects or adverse conditions latent or patent, matured or unmatured, known or unknown by Tenant or Landlord as of the Suitedate hereof. TENANT ACKNOWLEDGES THAT LANDLORD MAKES NO (WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN WITH RESPECT OF TO THE PROPERTY PROPERTY, INCLUDING ANY WARRANTY OR ANY PART THEREOF, EITHER REPRESENTATION AS TO (i) ITS FITNESS FOR USE, SUITABILITYFITNESS, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISEPURPOSE, AS TO (ii) THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, (iii) THE EXISTENCE OF ANY DEFECT, LATENT OR PATENT, IT BEING AGREED (iv) LANDLORD'S TITLE THERETO, (v) VALUE, (vi) COMPLIANCE WITH SPECIFICATIONS, (vii) LOCATION, (viii) USE, (ix) CONDITION, (x) MERCHANTABILITY, (xi) QUALITY, (xii) DESCRIPTION, (xiii) DURABILITY, (xiv) OPERATION, (xv) THE EXISTENCE OF ANY HAZARDOUS MATERIAL OR (xvi) COMPLIANCE OF THE PROPERTY WITH ANY LAW (INCLUDING ENVIRONMENTAL LAWS) OR LEGAL REQUIREMENTS. TENANT ACKNOWLEDGES THAT ALL SUCH RISKS ARE THE PROPERTY IS OF ITS SELECTION AND TO BE BORNE ITS SPECIFICATIONS AND THAT THE PROPERTY HAS BEEN INSPECTED BY TENANT AND IS SATISFACTORY TO IT. IN THE EVENT OF ANY DEFECT OR DEFICIENCY IN THE PROPERTY OF ANY NATURE, WHETHER LATENT OR PATENT, AS BETWEEN LANDLORD AND TENANT. , LANDLORD HEREBY DISCLAIMS SHALL NOT HAVE ANY AND ALL EXPRESS RESPONSIBILITY OR IMPLIED WARRANTIES OF MERCHANTABILITY LIABILITY WITH RESPECT THERETO OR FITNESS FOR ANY PARTICULAR PURPOSE RELATIVE TO THE PROPERTY INCIDENTAL OR ANY COMPONENT PART THEREOF. Tenant represents that the officers of Tenant are knowledgeable and experienced in the leasing of properties comparable to the Suite and agrees that Tenant will be relying solely on Tenant's inspections of the Suite in leasing the PropertyCONSEQUENTIAL DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH SECTION 7.2 HAVE BEEN NEGOTIATED AND REVIEWED BY TENANT'S LEGAL COUNSEL, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND LANDLORD DOES HEREBY DISCLAIM, OF ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUITE OR ANY PORTION THEREOFPROPERTY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW NOW OR HEREAFTER IN EFFECT OR ARISING OTHERWISE. Tenant represents to Landlord that Tenant has examined the title to the Property prior to the execution and delivery of this Lease and has found the same to be satisfactory for the purposes contemplated hereby. Tenant acknowledges that (A) Tenant or an Affiliate of Tenant has previously operated the Property and has knowledge of its condition which is superior to that of Landlord, AND TENANT HEREBY ACKNOWLEDGES AND ACCEPTS SUCH EXCLUSION(B) fee simple title, NEGATION AND DISCLAIMERexcept where the Property is held under a ground lease, (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Property as provided herein, (C) to Tenant's knowledge the Improvements conform to all material Legal Requirements and all material Insurance Requirements, (D) except as specifically disclosed in the Agreement, all easements necessary or appropriate for the use or operation of the Property have been obtained, (E) all contractors and subcontractors retained by Tenant who have performed work on or supplied materials to the Property have been fully paid, and all materials to the Property have been fully paid for, (F) the Improvements constructed by Tenant or any Affiliate of Tenant have been completed in all material respects in a workmanlike manner of first class quality, and (G) all equipment necessary or appropriate for the use or operation of the Property has been installed and is presently operative in all material respects.