Common use of Existing Improvements Clause in Contracts

Existing Improvements. (a) It is expressly acknowledged and agreed by Tenant that no representations or warranties of any kind have been made by Landlord with respect to the Premises and Landlord shall deliver the Premises in "as is" "where is" condition "with all faults" and without warranties express or implied, and that Landlord shall have no obligation to make any repairs, improvements, changes or modifications to the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etc., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. (b) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated for either category are not used for such category, such excess funds shall upon completion of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installment, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until the discrepancy or omission is corrected to the reasonable satisfaction of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord and Tenant may reasonably determine, but in any event when the existing system becomes impractical to operate or repair.

Existing Improvements. (a) It The parties acknowledge that the Lease Property is expressly acknowledged currently being used by Lessor as a motel. Lessee agrees that Lessee shall take possession of the Premises in its "As Is" condition and agreed by Tenant subject to all applicable laws, regulations and ordinances, and Lessee acknowledges that Lessor is making no representations or warranties of any kind have been made by Landlord whatsoever, express or implied, including, but without limitation, with respect to the Premises condition of the Premises, its compliance with applicable laws, regulations and Landlord shall deliver ordinances, or its suitability for Lessee's intended use or fitness for a particular purpose, the structural integrity of the Improvements, the conformity of the Premises to past, current or future applicable zoning or building code requirements, the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility of landslides, sufficiency of undershoring, sufficiency of drainage, whether the property is located wholly or partially in "a flood plain or a flood hazard boundary or similar area, the presence of any regulated, hazardous or toxic substance upon the Premises, or any other matters affecting the stability, integrity, suitability, use or occupancy of the land or any buildings or improvements situated on any part of the Premises. Lessee is not relying upon any representations or warranties of Lessor, or any entity or agent affiliated with Lessor, but Lessee shall rely solely on Lessee's own investigation of all aspects of the Premises, such as is" "where is" condition "with all faults" and without warranties express soil tests, drainage studies, feasibility studies, or implied, and that Landlord environmental site assessments. Lessor shall have no obligation not be obligated to make any repairsimprovement, improvements, changes alteration or modifications repair whatsoever with respect to the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitionsbefore, fixturesat, etc.or after the Lease Commencement Date, shall be at Tenantexcept for any damage caused after the Lease Commencement Date by Lessor's sole cost or its agents' or employees' acts or omissions occurring after the Lease Commencement Date. The provisions of this paragraph are material and expense, subject to payment by Landlord constitute a material portion of the cash allowance provided below and any funds available therefor consideration given Lessor by Lessee in exchange for Lessor's performance hereunder. Lessee acknowledges that the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. (b) Tenant shall indemnify and defend Landlord against and save Landlord rent and the Premisespurchase price agreed upon in Paragraph 24 take into consideration that Lessee has agreed to the provisions of this paragraph. Lessee shall pay and be wholly responsible for all expenses to tear down, and remove or otherwise dispose of any portion thereofbuildings, harmless from all lossespersonal property, costsfurnishings, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated for either category are not used for such category, such excess funds shall upon completion of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them remain on the Premises to the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installment, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until the discrepancy or omission is corrected to the reasonable satisfaction of Landlordwhen Lessee takes possession. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord and Tenant may reasonably determine, but in any event when the existing system becomes impractical to operate or repair.

Existing Improvements. (a) It is expressly acknowledged and agreed by Tenant that no representations or warranties of any kind have been made by Landlord with respect If this Lease pertains to the Premises and Landlord shall deliver the a Premises in which the interior improvements have already been constructed ("as is" Existing Improvements"where is" condition ), the provisions of this Paragraph 2. shall apply and the term commencement date ("with all faults" and without warranties express or implied, and that Landlord Term Commencement Date") shall have no obligation to make any repairs, improvements, changes or modifications to be the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy earlier of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etc., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. date on which: (b1) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure takes possession of some or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated Premises; or (2) Landlord notifies Tenant that Tenant may occupy the Premises. If for either category are any reason Landlord cannot used for such category, such excess funds shall upon completion deliver possession of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to Tenant on the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installmentscheduled Term Commencement Date, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the discrepancy or omission is corrected validity of this Lease, and Tenant agrees to the reasonable satisfaction accept possession of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord is able to deliver the same, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent (defined below) for any period prior to the Term Commencement Date. Tenant acknowledges that Tenant has inspected and accepts the Premises in their present condition, broom clean, "as is," and as suitable for, the Permitted Use (as defined below), and for Tenant's intended operations in the Premises. Tenant may reasonably determineagrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord's request, Tenant shall promptly execute and return to Landlord a "Start-Up Letter" in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement Date; in accordance with the terms of this Lease, but in any event when Tenant's failure or refusal to do so shall not negate Tenant's acceptance of the existing system becomes impractical to operate Premises or repairaffect determination of the Term Commencement Date.

Existing Improvements. (a) It is expressly acknowledged and agreed by Tenant that no representations or warranties of any kind have been made by Landlord with respect If this Lease pertains to the Premises and Landlord shall deliver the a Premises in which the interior improvements have already been constructed ("as is" EXISTING IMPROVEMENTS"where is" condition ), the provisions of this Paragraph 2.A. shall apply and the term commencement date ("with all faults" and without warranties express or implied, and that Landlord TERM COMMENCEMENT DATE") shall have no obligation to make any repairs, improvements, changes or modifications to be the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy earlier of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etc., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. date on which: (b1) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure takes possession of some or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated Premises; or (2) Landlord notifies Tenant that Tenant may occupy the Premises. If for either category are any reason Landlord cannot used for such category, such excess funds shall upon completion deliver possession of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to Tenant on the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installmentscheduled Term Commencement Date, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the discrepancy or omission is corrected validity of this Lease, and Tenant agrees to the reasonable satisfaction accept possession of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord is able to deliver the same, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent (defined below) for any period prior to the Term Commencement Date. Tenant acknowledges that Tenant has inspected and accepts the Premises in their present condition, "as is," and as suitable for, the Permitted Use (as defined below), and for Tenant's intended operations in the Premises. Tenant may reasonably determineagrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord's request, Tenant shall promptly execute and return to Landlord a "Start-Up Letter" in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but in any event when Tenant's failure or refusal to do so shall not negate Tenant's acceptance of the existing system becomes impractical to operate Premises or repairaffect determination of the Term Commencement Date.

Existing Improvements. Contractor is responsible for locating, identifying, marking and protecting all existing pipelines, utilities and other improvements: (ai) It located at or near the Site; (ii) located on adjacent property of a third party; or (iii) which any parts of the Work will cross or affect (collectively, the “Existing Improvements”). 1. Contractor is expressly acknowledged responsible for notifying One-Call, or its equivalent under Applicable Law for each state in which any Work is to be performed, and agreed by Tenant that no representations notifying all owners of the Existing Improvements before excavating or warranties performing any Work in the area of any kind have been made by Landlord with respect to Existing Improvements. Contractor shall only cross Existing Improvements, or perform any Work that could affect the Premises and Landlord shall deliver the Premises in "as is" "where is" condition "with all faults" and without warranties express or impliedExisting Improvements, and that Landlord shall have no obligation to make any repairs, improvements, changes or modifications to the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etc., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutesthe conditions, ordinances requirements and building codesprecautions of the owner of the Existing Improvements and the Owner. 2. It shall not be sufficient for Contractor or its Subcontractor only to notify One-Call, governmental rules, regulationsor its equivalent under Applicable Law, and orders including without limitationrely upon information regarding Existing Improvements provided by the Owner or third persons; rather, the Americans with Disabilities ActContractor shall independently use available technology and instruments to locate and flag Existing Improvements, in addition to making One-Call, or its equivalent under Applicable Law, notifications. (b) Tenant 3. Contractor shall indemnify and defend Landlord against and save Landlord and physically verify the Premisesidentification, location, and marking of Existing Improvements by performing all necessary tests, including probing, hand digging or vacuum unit testing. The Contractor’s health and safety inspector shall verify Contractor’s identification, location and marking of Existing Improvements before any portion thereofWork may be performed that may affect such Existing Improvements. Owner may, harmless from all lossesbut shall not have the obligation to, costsoversee and inspect any such identification, damages, expenses, liabilities location and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished marking of Existing Improvements. 4. Notwithstanding anything to the Premises by contrary herein, Contractor shall be solely responsible for all damage to Existing Improvements (whether belonging to Owner or on behalf to third parties) and shall repair any damage to the Existing Improvements, including those that are the property of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00third party, of which resulting from: (i) $200,000 is designated for construction Contractor’s failure to comply with the requirements of an anechoic chamber, and this Section 2.5D; (ii) $300,000 is designated for other changes Contractor’s failure to exercise reasonable care in performing the Work; or improvements made (iii) Contractor’s failure to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated for either category are not used for such categoryaccurately and properly locate, such excess funds shall upon completion of such work be available to cover costs in the other categoryidentify, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in xxxx and protect any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installment, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until the discrepancy or omission is corrected to the reasonable satisfaction of LandlordExisting Improvements. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord and Tenant may reasonably determine, but in any event when the existing system becomes impractical to operate or repair.

Existing Improvements. (a) It is expressly acknowledged and agreed by Tenant that no representations or warranties of any kind have been made by Landlord with respect If this Lease pertains to the Premises and Landlord shall deliver the a Premises in which the interior improvements have already been constructed ("as is" Existing Improvements"where is" condition ), the provisions of this Paragraph 2.A. shall apply and the term commencement date ("with all faults" and without warranties express or implied, and that Landlord Term Commencement Date") shall have no obligation to make any repairs, improvements, changes or modifications to be the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy earlier of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etc., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. date on which: (b1) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure takes possession of some or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated Premises; or (2) Landlord notifies Tenant that Tenant may occupy the Premises. If for either category are any reason Landlord cannot used for such category, such excess funds shall upon completion deliver possession of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to Tenant on the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installmentscheduled Term Commencement Date, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the discrepancy or omission is corrected validity of this Lease, and Tenant agrees to the reasonable satisfaction accept possession of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord is able to deliver the same, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent (defined below) for any period prior to the Term Commencement Date. Tenant acknowledges that Tenant has inspected and accepts the Premises in their present condition, broom clean, "as is," and as suitable for, the Permitted Use (as defined below), and for Tenant's intended operations in the Premises. Tenant may reasonably determineagrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord's request, Tenant shall promptly execute and return to Landlord a "Start Up Letter" in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but in any event when Tenant's failure or refusal to do so shall not negate Tenant's acceptance of the existing system becomes impractical to operate Premises or repairaffect determination of the Term Commencement Date.

Existing Improvements. If this Lease pertains to a Premises in which the interior improvements have already been constructed (a“Existing Improvements”), the provisions of this Paragraph 2.A. shall apply and the term commencement date (“Term Commencement Date”) It shall be the earlier of the date on which (1) Tenant [ILLEGIBLE] possession of some or all of the Premises; or (2) Landlord notifies Tenant that Tenant may occupy the Premises. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the scheduled Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the validity of this Lease, and Tenant agrees to accept possession of the Premises at such [ILLEGIBLE] as Landlord is expressly acknowledged able to deliver the same, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent (defined below) for any period prior to the Term Commencement Date. Tenant acknowledges that Tenant has inspected and agreed by accepts the Premises in their present condition, “as in” and as suitable for, the Permitted Use (as defined below), and for Tenant’s intended operations in the Premises, Tenant agrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the condition or warranties repair of any kind the Premises nor promises to alter [ILLEGIBLE] or improve the Premises have been made by Landlord with respect or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a “Start Up Letter” in which Tenant shall agree among other things, to acceptance of the Premises and Landlord to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but Tenant’s failure or refusal to do so shall deliver the Premises in "as is" "where is" condition "with all faults" and without warranties express or implied, and that Landlord shall have no obligation to make any repairs, improvements, changes or modifications to not negate Tenant’s acceptance of the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy affect determination of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etcTerm Commencement Date., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. (b) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated for either category are not used for such category, such excess funds shall upon completion of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installment, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until the discrepancy or omission is corrected to the reasonable satisfaction of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord and Tenant may reasonably determine, but in any event when the existing system becomes impractical to operate or repair.

Existing Improvements. A subsidiary of Tenant is currently in possession of the Premises pursuant to the terms and conditions of that certain sublease dated February 3, 1999 by and between Corsair Communications, Inc., as sublandlord and Wireless Billing Systems as subtenant (athe “Sublease”). The subtenant shall be bound by the terms and conditions of the Sublease through April 30, 2001. The term commencement date (“Term Commencement Date”) It is expressly acknowledged of this Lease shall be May 1, 2001. Tenant acknowledges that Tenant has inspected and agreed by accepts the Premises in their present condition, “as is,” and as suitable for, the Permitted Use (as defined below), and for Tenant’s intended operations in the Premises subject to Tenant’s right to make the Tenant Improvements as further outlined in Exhibit C. Tenant may, subject to the terms set forth in Exhibit C, commence construction of the Tenant Improvements at any time after the date of this Lease; however, in no event must be completed no later than December 31, 2001. Tenant agrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken. Tenant further acknowledges that no representations as to the condition or warranties repair of any kind the Premises nor promises to alter, remodel or improve the Premises have been made by Landlord with respect or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a “Start-Up Letter” in which Tenant shall agree, among other things, to acceptance of the Premises and Landlord to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but Tenant’s failure or refusal to do so shall deliver the Premises in "as is" "where is" condition "with all faults" and without warranties express or implied, and that Landlord shall have no obligation to make any repairs, improvements, changes or modifications to not negate Tenant’s acceptance of the Premises or any improvements thereon or thereto as a condition of Tenant's occupancy affect determination of the same, but nothing herein shall obviate Landlord's obligation to provide the services set out in Section 8. Any alterations or additions to the existing improvements to prepare the Premises for Tenant's initial occupancy, including without limitation, distributing of utilities and HVAC within the Premises, demising partitions, fixtures, etcTerm Commencement Date., shall be at Tenant's sole cost and expense, subject to payment by Landlord of the cash allowance provided below and any funds available therefor in the Capital Reserve maintained under Section 35. Such alterations or additions shall be constructed in a good and workmanlike manner substantially in accordance with all applicable statutes, ordinances and building codes, governmental rules, regulations, and orders including without limitation, the Americans with Disabilities Act. (b) Tenant shall indemnify and defend Landlord against and save Landlord and the Premises, and any portion thereof, harmless from all losses, costs, damages, expenses, liabilities and obligations, including, without limitation, reasonable attorneys' fees resulting from the assertion, filing, foreclosure or other legal proceedings with respect to any mechanic's lien or other lien for labor, services, materials, supplies, machinery fixtures or equipment furnished to the Premises by or on behalf of Tenant. (c) Landlord will pay to Tenant a cash allowance in the amount of $500,000.00, of which (i) $200,000 is designated for construction of an anechoic chamber, and (ii) $300,000 is designated for other changes or improvements made to the Premises by Tenant to prepare the Premises for Tenant's occupancy. If all of the funds designated for either category are not used for such category, such excess funds shall upon completion of such work be available to cover costs in the other category, provided that the total cash allowance shall in no event exceed the total cost to Tenant of all such work. Such cash allowance shall be paid in installments as Tenant's work progresses. During construction of Tenant's work, Tenant shall submit to Landlord not more than once in any calendar month a request for payment and Tenant's sworn statement (with a sworn construction statement and supporting lien waivers from Tenant's contractors) in form acceptable to Landlord which identifies those of Tenant's designers, contractors, subcontractors, workers and suppliers who are entitled to payment for work performed and materials and equipment supplied by them on the Premises to the date of Tenant's application. The amount of each installment of the cash allowance paid by Landlord shall be limited to the value of the labor, materials and equipment supplied by Tenant's agents to the date of such sworn statement, less the aggregate amount of all prior payments of such cash allowance. In no event, however, shall the total of all installments exceed the cash allowance. If an event of default is not continuing under this Lease and to the extent Tenant has timely submitted the proper documentation to support a given installment, Landlord shall pay such installment upon the earlier of 30 days of submittal of such documentation or the date payment therefor is disbursed by the holder of the mortgage on the Premises or its title insurer. If Landlord reasonably determines that additional documentation is necessary, Landlord shall promptly notify Tenant of the discrepancy or omission in such documentation and may withhold payment of such portion as shall not be adequately supported until the discrepancy or omission is corrected to the reasonable satisfaction of Landlord. (d) In addition to the cash allowance payable under (c), Landlord on the Commencement Date will deposit the sum of $100,000 in an interest-bearing escrow account, which sum (including accrued interest) will be used to replace the EMS system for the Premises at such time as Landlord and Tenant may reasonably determine, but in any event when the existing system becomes impractical to operate or repair.