Common use of Landlord’s Representations and Warranties Clause in Contracts

Landlord’s Representations and Warranties. Landlord represents to Tenant that (i) fee title to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”).

Landlord’s Representations and Warranties. Landlord represents represents, warrants and covenants to Tenant that that: (i) fee title to the Land, Building and Premises is vested in Landlord; (iia) Landlord has the legal power, right and authority to enter into this Lease and its execution and delivery the instruments to be executed by Landlord pursuant to this Lease, and to consummate the transactions contemplated hereby. (b) All requisite corporate action has been duly authorized; taken by Landlord in connection with Landlord’s execution of this Lease and the instruments to be executed by Landlord pursuant to this Lease and the consummation of the transactions contemplated hereby. (iiic) The individuals executing this Lease and the instruments to be executed by Landlord pursuant to this Lease on behalf of Landlord, have the legal power, right and actual authority to bind Landlord to the terms and conditions of this Lease and such instruments. (d) Neither the execution of this Lease nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any agreement, document, instrument, or other obligation to which Landlord is a party or by which Landlord may be bound, or under any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Landlord or to the Property or result in the acceleration of any encumbrance pertaining to the Property. (e) Except as provided on Exhibit B, there is no claim, action, litigation, arbitration, material dispute or other proceeding pending against Landlord which relates to the Property, the Leased Premises or the transactions contemplated hereby except as disclosed in writing to Tenant and, to Landlord’s actual knowledge, there is currently no governmental investigation, threatened litigation or arbitration proceedings to which Landlord is, or would be, a party which relates or would relate to the ProjectProperty or the Leased Premises. (f) No attachments, Buildingexecution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Landlord nor are any of such proceedings contemplated by Landlord. (g) There are no pending or, to Landlord’s actual knowledge, contemplated condemnation or annexation proceedings affecting the Property or the Leased Premises or any part thereof. (h) Landlord has not received any notice of any violations, and to Landlord’s actual knowledge, without inquiry, the Property and the Leased Premises comply with all is not in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials (“Hazardous Materials”), industrial hygiene or the environmental conditions on, under or about the Property or the Leased Premises including, but not limited to, soil and ground water condition except as provided on Exhibit “N”. Hazardous Materials shall mean any flammable explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances and other related materials including without limitation any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” under any applicable federal, state or local laws or regulations. (i) Landlord has not received any notice of any violation, and to Landlord’s actual knowledge, without inquiry, the Property and the Leased Premises are not in violation of any law, ordinance, regulation, order or requirement applicable to the Property or the Leased Premises including without limitation, requirements imposed under any recorded covenants, conditions, restrictions and encumbrancesrestrictions, and easements or other rights affecting the Property or the Leased Premises. (j) Landlord shall not, after the execution hereof, either voluntarily or by operation of law, allow any lien or encumbrance to be placed of record against all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as or any portion of the date that Property or the completed application for land use entitlement Leased Premises or otherwise burden or cloud title to the Property or the Leased Premises if such lien or encumbrance would interfere with Tenant’s operation as a ski resort. (k) There being no leases of the Project was filed with Property existing, Landlord shall not, after the City of Seattle; (iv) all Building Systems (as defined execution hereof and while Tenant is not in Section 8.1(b) below) are default under this Lease, enter into any new leases for the Property or any portion thereof, or otherwise grant or convey any interest or occupancy right to any party other than Tenant, without first receiving Tenant’s prior written consent, which consent may be granted or withheld in reasonably good working order Tenant’s sole and condition; (v) absolute discretion, except for leases, interest or occupancies associated or related to Landlord’s knowledge developments. (l) Prior to the Commencement Date, Landlord shall not make any further additions or modifications to the Property other than normal maintenance and repair and except as previously disclosed for additions or modifications in conjunction with Landlord’s developments. (m) Landlord is a duly constituted and validly existing corporation under the laws of the State of Pennsylvania, duly qualified to do business in the state in which the property is located, and has the full power to carry out the transactions contemplated by Landlord this Lease. (n) It is not necessary, under applicable law, that the Lease and/or a “short form” of lease be recorded for the Lease to Tenant be effective. (o) This Lease does not violate or conflict in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect any way with the Land and which are not currently reflected on title terms of any other lease applicable to the ProjectProperty or the terms of any reciprocal operating agreement, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on titlecross easement agreement, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlordrestrictive covenants, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)other document.

Landlord’s Representations and Warranties. 7.1. Landlord warrants that it is, or before the Lease Commencement Date, will be, the owner in fee of the Leased Premises, that the Leased Premises will not be subject to any liens or mortgages, except for those certain mortgages, the holders of which have executed Tenant's Standard Subordination, Non-Disturbance and Attainment Agreement ("SNDA") in the form as shown on the attached Exhibit "F," and that Landlord has full right and title to execute and perform this Lease. 7.2. So long as this Lease is in force and effect, Landlord agrees that it will not permit the disturbance of, nor interference with, Tenant's quiet enjoyment of the Leased Premises in accordance with the terms of this Lease. 7.3. Promptly after execution of this Lease, Landlord shall furnish Tenant with satisfactory evidence of Landlord's title in the form of a copy of a deed or a copy of a signed purchase agreement. It on the date Landlord acquires title to the Leased Premises the Leased Premises or any part of the Leased Premises is subject to any mortgage, deed of trust or other encumbrance in the nature of a mortgage, which is prior and superior to this Lease, Landlord will deliver to Tenant in form and substance reasonably satisfactory to Tenant, an agreement duly executed by such mortgagee or trustee, obligating such mortgagee or trustee or any successor to the mortgagee or trustee to be bound by this Lease and by all of Tenant's rights under this Lease, provided Tenant is not in default beyond any applicable cure period under the terms of this Lease. 7.4. Landlord has or will obtain a title insurance policy insuring the Leased Premises and any easements benefiting the Leased Premises. Landlord represents and warrants that with respect to any exceptions to the title to the Leased Premises that (a) nothing contained in any of said exceptions prohibits or restricts Landlord from performing any or all of its obligations under this Lease during its full term, (b) none of said exceptions adversely affects or interferes with Tenant's enjoyment of the Leased Premises in accordance with the terms of this Lease, and (c) there are no easements under, above or through the building to be constructed on the leased Premises. 7.5. Landlord warrants and represents to Tenant that (i) fee title no brokerage commissions have been charged to, or paid by, Tenant in relation to the Land, Building and Premises is vested this Lease to brokers in Landlord; (ii) which Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to an ownership interest or who are subsidiaries or affiliates of Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”).

Landlord’s Representations and Warranties. Landlord represents represents, warrants and covenants to Tenant that that: (i) fee title to the Land, Building and Premises is vested in Landlord; (iia) Landlord has the legal power, right and authority to enter into this Lease and its execution and delivery the instruments to be executed by Landlord pursuant to this Lease, and to consummate the transactions contemplated hereby. (b) All requisite corporate action has been duly authorized; taken by Landlord in connection with Landlord's execution of this Lease and the instruments to be executed by Landlord pursuant to this Lease and the consummation of the transactions contemplated hereby. (iiic) The individuals executing this Lease and the instruments to be executed by Landlord pursuant to this Lease on behalf of Landlord, have the legal power, right and actual authority to bind Landlord to the terms and conditions of this Lease and such instruments. (d) Neither the execution of this Lease nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any agreement, document, instrument, or other obligation to which Landlord is a party or by which Landlord may be bound, or under any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Landlord or to the Property or result in the acceleration of any encumbrance pertaining to the Property. (e) Except as provided on Exhibit B, there is no claim, action, litigation, arbitration, material dispute or other proceeding pending against Landlord which relates to the Property, the Leased Premises or the transactions contemplated hereby except as disclosed in writing to Tenant and, to Landlord’s 's actual knowledge, there is currently no governmental investigation, threatened litigation or arbitration proceedings to which Landlord is, or would be, a party which relates or would relate to the ProjectProperty or the Leased Premises. (f) No attachments, Buildingexecution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Landlord nor are any of such proceedings contemplated by Landlord. (g) There are no pending or, to Landlord's actual knowledge, contemplated condemnation or annexation proceedings affecting the Property or the Leased Premises or any part thereof. (h) Landlord has not received any notice of any violations, and to Landlord's actual knowledge, without inquiry, the Property and the Leased Premises comply with all is not in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials ("Hazardous Materials"), industrial hygiene or the environmental conditions on, under or about the Property or the Leased Premises including, but not limited to, soil and ground water condition except as provided on Exhibit "N". Hazardous Materials shall mean any flammable explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances and other related materials including without limitation any substances defined as or included in the definition of "hazardous substances", "hazardous wastes", "hazardous materials" or "toxic substances" under any applicable federal, state or local laws or regulations. (i) Landlord has not received any notice of any violation, and to Landlord's actual knowledge, without inquiry, the Property and the Leased Premises are not in violation of any law, ordinance, regulation, order or requirement applicable to the Property or the Leased Premises including without limitation, requirements imposed under any recorded covenants, conditions, restrictions and encumbrancesrestrictions, and easements or other rights affecting the Property or the Leased Premises. (j) Landlord shall not, after the execution hereof, either voluntarily or by operation of law, allow any lien or encumbrance to be placed of record against all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as or any portion of the date that Property or the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state Leased Premises or local impact fees, otherwise burden or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on cloud title to the ProjectProperty or the Leased Premises if such lien or encumbrance would interfere with Tenant’s operation as a ski resort. (k) There being no leases of the Property existing, Landlord shall not, after the execution hereof and while Tenant is not in default under this Lease, enter into any new leases for the Property or any portion thereof, or otherwise grant or convey any interest or occupancy right to any party other than Tenant, without first receiving Tenant's prior written consent, which consent may be granted or withheld in Tenant's sole and absolute discretion, except for leases, interest or occupancies associated or related to Landlord's developments. (l) Prior to the Commencement Date, Landlord shall not make any further additions or modifications to the Property other than normal maintenance and repair and except for additions or modifications in conjunction with Landlord's developments. (m) Landlord is a duly constituted and validly existing corporation under the laws of the State of Pennsylvania, duly qualified to do business in the state in which the property is located, and Landlord has the full power to carry out the transactions contemplated by this Lease. (n) It is not received written notice necessary, under applicable law, that the Lease and/or a "short form" of lease be recorded for the Lease to be effective. (o) This Lease does not violate or conflict in any way with the terms of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title any other lease applicable to the Project relating to Property or the terms of any such improvement districtsreciprocal operating agreement, special assessmentscross easement agreement, state or local impact fees, or actions in eminent domain or condemnation to which Landlordrestrictive covenants, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)other document.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (ia) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is the owner of fee simple title to the Land, Building and Premises is vested except for mortgages of record which have been disclosed in Landlord; (ii) Landlord has the authority writing to enter into this Lease Tenant, free and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledgeclear of all liens, the Projectencumbrances, Building, and Premises comply with all covenants, conditions, restrictions and encumbrancesrestrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as any other matters which would impair the marketability of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the ProjectLand. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord has not received written notice that receives notification of any of the foregoing are pending prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Date. (d) Landlord represents and warrants that Landlord is duly organized and validly existing under the laws of the State of Georgia that the execution and delivery of this Lease and the transaction contemplated hereby have been duly authorized by Landlord and that the performance of Landlord's obligations under this Lease will not violate its organizational documents, the provisions of any applicable law or threatened agreement to which it is a party or under which it is bound. (e) Landlord represents and not reflected warrants that the Premises will be delivered on titlethe Commencement Date in substantially the same condition as on the date hereof, reasonable wear and tear excepted, and free of any occupants, tenants or rights of first refusal, right of reverter or rights of first offer relating to the Premises, other than as provided in this Lease; any service contracts or management agreements; and any employee, employment agreements or union contract affecting the Premises. (f) Landlord represents and warrants that Landlord has not filed any proceeding or petition in, nor received notice that any proceeding or petition has been filed against Landlord in bankruptcy or insolvency, or for reorganization or for the appointment of a receiver, custodian or trustee, or for the arrangement of debts under any state or federal statute relating to debtor protection or insolvency, and further that Landlord is not insolvent and will not be rendered insolvent by the consummation of the transaction contemplated by this Lease. (g) Landlord represents and warrants that it has received no notice of any violations of building, fire, air pollution, or Environmental Law and that Landlord has no knowledge of any suits or judgments threatened or pending relating to violations at the Premises or any portion of the Premises of any such laws, ordinances and regulations. (h) Landlord represents and warrants that there are no agreements which are not reflected on title to the Project relating special taxes or assessments pending and/or unpaid with respect to any such improvement districts, special assessments, state improvements not yet completed on the Premises; (i) Landlord represents and warrants that there are no parties that have any rights to possession of any part of the Premises other than Landlord or local impact fees, or actions in eminent domain or condemnation that have any leases to which Landlord, or any affiliate or predecessor portion of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building other than as provided in this Lease. (j) Landlord represents and Land warrants that there are free of no written or oral service agreements or other contracts or leases with respect to the presence Property or any part thereof, except this Lease. (k) Landlord represents and warrants that there are no underground storage tanks on the Premises or any condition on the Premises which materially violates the terms of any Hazardous Materials applicable environmental law. (including without limitation asbestos l) Landlord represents and warrants that there are no asbestos-containing materials on the Premises. (m) Landlord represents and warrants that between the date of this Lease and the Commencement Date that it will not enter into any leases, service agreements or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in other contracts with respect to the Premises, Buildingwhich will be effective beyond the Commencement Date without express written consent of Tenant, or Land and will indemnifywhich consent shall not be unreasonably withheld; provided, defend and hold however, the Tenant harmless from and against any loss or damage arising out of or relating shall not be required to consent to any hazardous materials agreement which will terminate on or before the Commencement Date. All representations made by Landlord in this Article XXIII shall survive the Premisesexecution of this Lease and, Buildingif later, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)Commencement Date.

Landlord’s Representations and Warranties. Landlord represents and warrants to Tenant (the "Conditions Warranties") that as of the Commencement Date the following portions of the Building shall be in operational condition (i.e. in an operable (but not new) state of repair,free of defects that would materially adversely affect Tenant's operation of its business in the Premises): (i) fee title to the Land, structural system of the Building and Premises is vested in Landlord; exterior windows of the Building, (ii) Landlord has the authority to enter into this Lease roof of the Building, and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledgethe electrical, the Project, Building, HVAC and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as plumbing systems of the Building. The Condition Warranties shall terminate on a date ninety (90) days after the Commencement Date, except to the extent that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined Tenant has delivered to Landlord within such 30-day period a written notice specifying in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed detail any defaults by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect under the Land and which are not currently reflected on title to the ProjectCondition Warranties (a "Violation Notice"), and Landlord has not received written notice shall thereafter have absolutely no liability to Tenant for the inaccuracy of any Condition Warranty, except to the extent set forth in a Violation Notice. Landlord's liability for the correction of any defects described in a Violation Notice shall be subject to Landlord's reasonable right to dispute the claims set forth in any Violation Notice. Landlord's sole liability with respect to any breach of any Condition Warranty that is properly set forth in a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall have no liability for any of the foregoing are pending other loss, cost, damage, expense or threatened and not reflected on titlelost profit in connection with such breach, and there are Tenant shall have no agreements which are not reflected on title to the Project relating right to any abatement or offset of Rent in connection with such improvement districtsbreach. Provided however, special assessmentssubject to Landlord's right to dispute any such claim as provided above, state or local impact feesif Landlord fails to promptly commence remedy the breach of a Condition Warranty, or actions in eminent domain or condemnation Tenant may, after giving a second Violation Notice to which Landlord, or any affiliate or predecessor of remedy such breach at Landlord's expense and Landlord is a party; and (vi) except as previously disclosed by Landlord to shall immediately reimburse Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months reasonable cost of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)remedying such breach.

Landlord’s Representations and Warranties. Landlord hereby represents and warrants to Tenant that as of the date of the delivery of this Lease by Landlord: (a) Landlord is a duly organized and existing corporation in good standing in the State of Delaware and is qualified to conduct business in the State of Texas; (b) As of the Effective Date and on the Term Commencement Date Landlord has and will have, good and sufficient right, title and interest in and to the Land to convey the possessory interest and estate contemplated under this Lease to Tenant, free and clear of any claim, encumbrance, Mortgage, lien or security interest therein, other than the Permitted Exceptions; (c) Landlord has all necessary power and authority to execute, deliver and perform this Lease and the related documents and to complete the transactions provided for herein, and neither the execution, delivery nor performance of this Lease or any of the related documents, with or without notice, the passage of time, or both, will (i) fee title to the Landconstitute or result in a violation or breach by Landlord of any judgment, Building and Premises order, writ, injunction, or decree issued against or imposed on Landlord or any rule, regulation, or requirement of a court of a public body, agency, or authority by which Landlord is vested in Landlord; bound, (ii) result in a violation of any private covenant to which Landlord has the authority is a party or by which it is bound, (iii) violate any Legal Requirement or any governing instrument or bylaws of Landlord, or (iv) give any Person any right to enter into accelerate any debts of Landlord; (d) any and all consents to Landlord’s execution, delivery or performance of this Lease required from any Person have been obtained in writing; (e) this Lease and its execution the related documents constitute valid and delivery by Landlord has been duly authorized; binding legal obligations of Landlord, enforceable in accordance with their respective terms and conditions, subject to rules of law and principles of equity generally applicable to the enforceability of legal obligations, including without limitation, bankruptcy, reorganization and other debtor relief laws; (iiif) to Landlord’s knowledgeKnowledge, no Hazardous Materials are or have ever been used, stored or disposed of on the ProjectLand, Buildingnor are there any existing violations of any Environmental Laws with respect to the Land; (g) no rights to the Land that have been granted to third parties and, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writingKnowledge, there are currently no local improvement districtsrestrictions affecting Tenant’s Permitted Uses hereunder, special assessmentsexcept as reflected in instruments recorded in the Official Public Records of Harris County, state or local impact feesTexas; TENANT ACKNOWLEDGES AND AGREES THAT, or actions in eminent domain or condemnation which are currently assessed againstEXCEPT AS EXPRESSLY SET FOR HEREIN, encumber or affect LANDLORD HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER STATUTORY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO: (A) THE NATURE, QUALITY OR CONDITION OF THE LAND, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE LAND; (C) THE SUITABILITY OF THE LAND FOR ANY AND ALL ACTIVITIES AND USES WHICH TENANT MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE LAND OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS WITH DISABILITIES ACT OF 1990 AND THE REGULATIONS PROMULGATED THEREUNDER; (E) THE HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LAND; (F) THE PRESENCE OF ANY ENDANGERED OR THREATENED SPECIES ON THE LAND, AS WELL AS THE SUITABILITY OF THE LAND AS HABITAT FOR ANY OF THOSE SPECIES; (G) THE AVAILABILITY OF UTILITIES FOR, ON OR TO THE LAND (EXCEPT WITH RESPECT TO UTILITY SERVICES PROVIDED PURSUANT TO EASEMENTS GRANTED BY LANDLORD TO TENANT UNDER SEPARATE WRITTEN AGREEMENTS); OR (II) OTHERWISE WITH RESPECT TO THE LAND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 10.1(f) OF THIS LEASE, LANDLORD DOES NOT AND HAS NOT MADE ANY REPRESENTATIONS REGARDING THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE LAND OR THE COMPLIANCE OR NONCOMPLIANCE OF THE LAND WITH ENVIRONMENTAL LAWS. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT, HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE LAND, TENANT WILL BE LEASING THE LAND PURSUANT TO ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION AND KNOWLEDGE OF THE LAND AND TENANT IS RELYING UPON ITS OWN DETERMINATION OF THE CONDITION OF THE LAND AND USES TO WHICH THE LAND MAY BE PUT, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY LANDLORD. TENANT FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE LAND WAS OBTAINED FROM A VARIETY OF SOURCES AND THAT LANDLORD HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS EXPRESSLY SET FORTH HEREIN. The execution of this Lease shall constitute an acknowledgment by Tenant that the Land and which are not currently reflected on title to the Projectwas accepted without representation or warranty, express or implied (except as expressly set forth herein), and Landlord has not received written notice that any of the foregoing are pending or threatened otherwise in an “AS IS,” “WHERE IS” and not reflected “WITH ALL FAULTS” condition based solely on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“LandlordTenant’s Warranty Repairs”)own inspection.

Landlord’s Representations and Warranties. Landlord hereby represents and warrants to Tenant that that, as of the Commencement Date, to its actual knowledge: (i) fee title to Landlord has received no written notice from any governmental agency that the Land, Building and Premises or any portion thereof is vested in Landlordviolation of any material building code or regulation applicable thereto; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorizedBuilding contains no defects, latent or patent; (iii) to Landlord’s knowledge, the Project, Building, including the HVAC system and Premises comply with all covenantsother operating systems located therein, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes are in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattlegood working order; (iv) all Building Systems the Premises is in compliance with the Americans with Disabilities Act of 1990, as amended (hereinafter, the “ADA”) (provided Landlord shall not be responsible under this clause (iv) to the extent any noncompliance with the ADA is attributable to (A) Tenant’s work within, or specific use of (as opposed to general warehouse, office or manufacturing use), the Premises, and/or (B) any alterations to the Premises made by or on behalf of Tenant); and, (v) except to the extent referenced on any environmental report delivered to Tenant prior to the Commencement Date, there are no Hazardous Materials (as defined in Section 8.1(bExhibit H attached hereto) belowin the Building or on the Premises Land in violation of applicable law. Tenant acknowledges and agrees that prior to the date of this Lease, Landlord delivered to Tenant and Tenant received from Landlord copies of all of the environmental reports identified on Exhibit L attached hereto. Notwithstanding the foregoing, Tenant acknowledges and agrees that (aa) are if it is determined that Landlord breached any of the representations and/or warranties described in reasonably good working order and condition; clauses (i) through (v) above, inclusive, Tenant’s sole and exclusive remedy shall be to cause Landlord to remedy such breach (collectively, the “Breach Work”) and repair and restore any damage to Tenant’s alterations and/or initial tenant improvements constructed by Tenant caused by Landlord during the performance of the Breach Work (collectively, the “Alteration/TI Restoration Work”) (the Breach Work and the Alteration/TI Restoration Work shall collectively be referred to herein as the “Breach/Restoration Work”), (bb) if it purchases the Premises pursuant to the terms of Paragraphs 2 or 3 of Rider 1 attached hereto or otherwise, and this Lease is terminated substantially concurrent with the close of escrow thereunder, Landlord’s knowledge above representations and except as previously disclosed by Landlord to Tenant in writing, there are currently warranties shall be void and of no local improvement districts, special assessments, state further force or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect effect (it being the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any intent of the parties hereto to recognize that such representations and warranties shall not survive the termination of this Lease), (cc) the foregoing are pending or threatened representations and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor warranties of Landlord is shall survive the Commencement Date only for a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free period of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord and shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited thereafter be deemed extinguished except to the Base Building elements described extent an action is brought for a violation thereof within such twelve (12) month period, and (dd) under no circumstances shall Landlord be obligated to expend in Exhibit C-1excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) (“Landlord’s Warranty Repairs”)during its performance of any Alteration/TI Restoration Work.

Landlord’s Representations and Warranties. Landlord represents to Tenant and warrants that as of the date of this Lease: (i) fee title to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the power and authority to enter into execute and deliver this Lease and its to comply with all the provisions hereof. (ii) That the Demised Premises will be delivered to Tenant free and clear of all tenancies except as may be created by Tenant. (iii) The execution and entry into this Lease, the execution and delivery of the documents and instruments to be executed and delivered by Landlord has been duly authorized; hereunder, and the performance by Landlord of Landlord’s duties and obligations under this Lease and of all other acts necessary and appropriate for the full consummation of the lease of the Demised Premises as contemplated herein, are consistent with and not in violation of, any contract, agreement or other instrument to which Landlord is a party, or any judicial order or judgment of any nature by which Landlord is bound. (iiiiv) There is no action, suit or proceeding pending or, to Landlord’s knowledge, threatened by or against or affecting Landlord which does or will involve or affect the ProjectProject or title thereto or Landlord’s ability to perform its obligations under this Lease or any documents entered into pursuant to this Lease, Buildingin each case, and Premises comply with all covenantsto any material extent. (v) No prior options or rights of first refusal have been granted by Landlord to any third parties to purchase or lease any interest in the Demised Premises, conditionsor any part thereof, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect which are effective as of the date Effective Date. (vi) Landlord represents, warrants and certifies to and for the benefit of Tenant that Landlord is not now and has never been nor shall it be at any time prior to the completed application for land use entitlement mutual execution and delivery of this Lease an individual, corporation, partnership, limited partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or any agency or political subdivision thereof, or any other form of entity (collectively, a “Person”) with whom a United States citizen, entity organized under the laws of the Project was filed United States or its territories or entity having its principal place of business within the United States or any of its territories (collectively, a “U.S. Person”), is prohibited from transacting business of the type contemplated by this Lease, whether such prohibition arises under United States law, regulation, executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) (including those executive orders and lists published by OFAC with respect to Persons that have been designated by executive order or by the City sanction regulations of Seattle; OFAC as Persons with whom U.S. Persons may not transact business or must limit their interactions to types approved by OFAC (iv“Specially Designated Nationals and Blocked Persons”)) all Building Systems or otherwise. Neither Landlord nor any Person who owns an interest in Landlord, excluding public shareholders, (collectively, a “Landlord Party”) is now or has ever been, nor shall be at any time prior to the mutual execution and delivery of this Lease, a Person with whom a U.S. Person, including a “financial institution” as defined in Section 8.1(b31 U.S.C. 5312 (a)(z), as periodically amended (“Financial Institution”), is prohibited from transacting business of the type contemplated by this Lease, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) belowor otherwise. (vii) are in reasonably good working order Landlord represents, warrants and condition; certifies to and for the benefit of Tenant that neither Landlord nor any Landlord Party: (vi) to Landlord’s knowledge and except as previously disclosed is under investigation by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact feesany governmental authority for, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact feesbeen charged with, or actions convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in eminent domain or condemnation the United States would be predicate crimes to which Landlordmoney laundering, or any affiliate violation of any Anti-Money Laundering Laws (as hereinafter defined); (ii) has been assessed civil or predecessor criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of Landlord is a party; and its funds seized or forfeited in any action under any Anti Money Laundering Laws. For purposes of subclause (vii) except as previously disclosed by Landlord to Tenant in writingof the previous sentence, the Premisesterm “Anti-Money Laundering Laws” shall mean all applicable laws, Building regulations and Land are free sanctions, state and federal, criminal and civil, that: (w) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (x) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the presence United States; (y) require identification and documentation of any Hazardous Materials the parties with whom a Financial Institution conducts business; or (including z) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include, without limitation asbestos limitation, the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “Patriot Act”), the Bank Secrecy Act of 1970, as amended, 31 U.S.C. Section 5311 et seq., the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. Nothing herein shall be deemed an obligation on either Landlord or asbestos containing materials). Landlord will Tenant to investigate, be responsible for removing or be liable for, any Hazardous Materials in the Premisesact of any shareholder of Landlord, Buildinga Landlord Party, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agentsa Tenant Party, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)extent such Party is a public company.

Landlord’s Representations and Warranties. Landlord represents and warrants to Tenant that (i) fee title to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply covenants with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect Tenant as of the date that the completed application for land use entitlement hereof, as of the Project was filed with the City of Seattle; Commencement Date and (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by otherwise specifically limited in this Article 16) as of the settlement date pursuant to the Purchase Option, if said Purchase Option is exercised, that: Section 16.01. Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect is the Land fee simple owner of good and which are not currently reflected on marketable title to the ProjectPremises, except as set forth on Schedule 16.01, and the Premises are free from all pledges, liens, security interests, conditional sale agreements, encumbrances or charges, subject only to the matters listed in Schedule 16. 01. Landlord has provided Tenant with complete and accurate copies of all documents in Landlord's possession affecting title. Section 16.02. Landlord is a Maryland limited partnership validly existing and in good standing under the laws of its state of organization and has duly qualified to do business and is in good standing in each other jurisdiction in which it owns property or conducts business. The execution and delivery of this Lease and the Purchase Option have been duly authorized by all necessary corporate or partnership action of Landlord and are binding upon Landlord in accordance with their terms, and Landlord has not received written notice that any shall provide Tenant or an affiliate of Tenant with an opinion of counsel to such effect on or before the foregoing are pending or threatened Commencement Date. Section 16.03. The execution, delivery and not reflected on titleperformance of this Lease will not, and there are no agreements which are not reflected on title to with the Project relating to any such improvement districtspassing of time, special assessments, state or local impact feesthe giving of notice, or actions both, result in eminent domain a default under or condemnation to which Landlorda breach or violation of (A) the charter or organizational documents of Landlord or (B) any law, regulation, court order, injunction or decree of any court, administrative agency or governmental body, or any affiliate mortgage, note, bond, indenture, agreement, lease, license, permit or predecessor other instrument or obligation to which Landlord is now a party or by which Landlord or any of its assets may be bound or affected. This Lease constitutes a valid and binding obligation of Landlord, enforceable in accordance with its terms, except to the extent that its enforceability is limited by applicable bankruptcy, reorganization, insolvency, receivership or other laws of general application or equitable principles relating to or affecting the enforcement of creditors' rights. Section 16.04. No representation or warranty by Landlord in this Lease, nor any Schedule, statement, certificate or other document furnished or to be furnished by Landlord pursuant to this Lease contains or shall contain any material misstatement of fact, or omits or shall omit to state a fact necessary to make the statements contained therein not misleading or incomplete. Section 16.05. There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Landlord, threatened against Landlord or its properties or business which, if determined adversely to Landlord could affect the Premises, Tenant's leasehold interest created by this Lease or Tenant's Purchase Option. Section 16.06. There has not been any event or condition of any character which has adversely affected the respective businesses or prospects of Landlord which has not been disclosed to Tenant, including, but not limited to, the following: A. any suspension, revocation, impairment, forfeiture or non- renewal of any permit, license, consent, qualification, accreditation, authorization or approval applicable to the operations of Landlord or its assets or properties; B. any threatened event or condition of any character whatsoever adversely affecting the operation or prospects of Landlord; C. any material adverse change in the condition, operating results, assets, liabilities or business of Landlord from that previously disclosed to Tenant; D. any damage, destruction or loss with respect to the Premises occurring before the Commencement Date; E. any labor trouble, or any other event or condition of any character, materially adversely affecting the Premises. Section 16.07. No consent, approval, qualification, order or authorization of, or filing with, any governmental authority is required, or if required, the same has been obtained, in connection with Landlord's valid execution, delivery or performance of this Lease. Section 16.08. Except as set forth in Schedule 16.08, Landlord is not, and has no reason to believe that it will be in violation of, or not in compliance with, any healthcare regulatory conditions or standards of licensure or any other applicable legal requirements related to Landlord or the operation of its business, including, without limitation, any applicable fair employment, equal opportunity or similar law, ordinance or regulation. Section 16.09. As of the date hereof and as of the Commencement Date, the Premises are in compliance with all building, zoning, fire, environmental control or similar law, ordinance or regulation relating to its structure or equipment, or the operation of a nursing home therein. Section 16.10. Except as disclosed in Schedule 16.10, Landlord has as of the date hereof and as of the Commencement Date received no notice from any governmental authority or entity having jurisdiction over the Premises or Landlord's business or from any insurance rating bureau or Board of Fire Underwriters, alleging any violation or non-compliance with, any condition, standard, law, ordinance or regulation applicable to the Premises or Landlord's business. Section 16.11. As of the date hereof and as of the Commencement Date, all third party reimbursement contracts for the Premises including, without limitation, Medicare and Medicaid, provider insurance agreements, are in full force and effect with respect to the Premises, and the Landlord is in good standing with the respective federal and state agencies which supervise nursing homes in the state or states in which the Premises are located or which administer the reimbursement contracts. The Premises are presently operated as licensed. Section 16.12. Attached as Schedule 16.12 is an accurate and complete list of all material agreements affecting the Premises to which Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible not enter into any agreements affecting the Premises after the date hereof except as allowed by this Lease or with the prior written consent of the Tenant. Solely for removing purposes of this Section 16.12, the term "material" shall mean the requirement of a Landlord to pay a person $25,000 or more in any Hazardous Materials one year period for goods or services. Such agreements were duly and validly authorized, are in full force and effect and are valid and enforceable in accordance with their terms, and there exists no fact or circumstance which constitutes or which, with the Premises, Buildingpassage of time or the giving of notice, or Land and will indemnifyboth, defend and hold Tenant harmless from and against would constitute; a default under any loss such agreement or damage arising out permit the other party to cancel or terminate the rights thereunder, except upon the expiration of or relating to any hazardous materials in the Premises, Buildingfull term thereof. Landlord has, or Land except those brought thereon by has caused to be, delivered to Tenant true and correct copies of all such agreements, including any amendments thereto or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited notices with respect to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)current or any anticipated increased charges thereunder.

Landlord’s Representations and Warranties. Landlord is the contract purchaser of the Property pursuant to the Standard Retail Purchase and Sale Agreement ("Purchase Contract") between Landlord as buyer and Washington Engineering Associates Limited Partnership ("WEALP") dated April 23, 1997. The Purchase Contract contains certain representations and warranties ("Contract Reps") from WEALP as the owner to Landlord as the buyer. Landlord represents and warrants that the substance of the Contract Reps is included in the representations and warranties contained in this Section 16.35. as follows. In connection therewith, Landlord represents and warrants to Tenant that Tenant (i) fee title To the best of Landlord's knowledge and belief and based on an environmental report to be prepared by ECS Limited, a copy of which will be delivered to Tenant after receipt by Landlord, there are no Hazardous Materials on, in or under the LandProperty, Building or Office Complex. Landlord further represents that the current owner of the Property ("Owner") has not provided Landlord with, nor has Landlord otherwise received, copies of any summons, citation, directive, notice, complaint, letter or other written communication, from the United States Environmental Protection Agency or other governmental authority concerning any alleged violation of any environmental law or rule or regulation at the Property. Landlord further represents and Premises is vested warrants that, to its actual knowledge, there are no buried fuel tanks within the Property or the Option Parcel (as defined in Landlord; the Purchase Contract) or within any land adjoining or in the immediate vicinity of either. The representations and warranties contained in this Section 16.35 shall be true and correct as of the Commencement Date, and Landlord shall indemnify Tenant and hold it harmless against any claims, damages, losses or liabilities (including reasonable attorney's fees) incurred by Tenant and arising from any breach of same. (ii) To the best of Landlord's knowledge and belief, the Premises will be in compliance with applicable laws, statutes, ordinances and regulations in effect as of the Commencement Date. Landlord has hereby agrees that Tenant shall have no responsibility for failure of the authority Premises or the Office Complex to enter into this Lease comply with applicable laws, statutes, ordinances and its execution regulations which are in effect and delivery by Landlord has been duly authorized; applicable to the Premises or the Office Complex as of the Commencement Date. (iii) As of the Commencement Date, the Premises shall be in compliance with all recorded covenants, conditions and restrictions affecting the Premises. (iv) To the best of Landlord's knowledge and belief, the Premises will be in compliance with the requirements of the ADA as of the Commencement Date. Landlord further represents and warrants that the work to be performed in accordance with the Work Agreement shall be in compliance with or shall be made to comply with the requirements of the ADA; provided, however, Landlord shall not be responsible for any ADA non-compliance arising from Tenant's Space Plan prepared by Tenant's Architect (as such terms are defined in the Work Agreement). (v) To the best of Landlord’s 's knowledge, fiber optic service is available to the Projectdevelopment of which the Property is a part. Landlord will cooperate with Tenant at Tenant's sole cost and expense to bring the fiber optic service to the Premises, Buildingif requested. (vi) Based on a representation and warranty from Owner contained in the Purchase Contract, and Premises comply with all covenantsOwner has not received any written notice of any violation ("Violation Notice") of any applicable laws, conditions, restrictions and encumbrances, and all applicable rulesordinances, regulations, statutes, ordinancesrules and restrictions pertaining to and affecting the Property. Landlord further represents and warrants that it has not received any Violation Notice relating to the Property. (vii) Based on a representation and warranty from Owner contained in the Purchase Contract, laws there is no pending, or to Owner's actual knowledge, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and building codes in effect as Owner has no knowledge that any such action is presently contemplated. Landlord represents and warrants that to its actual knowledge, there is no such condemnation proceeding affecting any portion of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the ProjectProperty, and Landlord does not have knowledge that a condemnation proceeding affecting the Property is contemplated. (viii) Based on a representation and warranty from Owner contained in the Purchase Contract, (a) Owner has granted to no other person, firm corporation or other entity any right or option to acquire the Property or any portion thereof or any interest therein from Owner, and (b) Owner shall not enter into any other agreement, contract or option to sell the Property or any portion thereof or interest therein with any other person, firm or entity during the term of the Purchase Contract. Landlord represents and warrants that, to its knowledge, neither Landlord nor Owner has granted any other person, firm, corporation or entity any right or option to acquire any portion of the Property or the Option Parcel. (ix) Based on a representation and warranty from Owner contained in the Purchase Contract, Owner has not received any notice regarding proceedings to change the zoning or land use classification of the Property or the conditions applicable thereto. Landlord represents and warrants that it has not received any such notice to change the zoning applicable to the Property. (x) Based on a representation and warranty from Owner contained in the Purchase Contract, Owner has not received any notice that the Property was ever used as a landfill or as a garbage dump during the period of Owner's ownership. Landlord represents and warrants that it has not received any notice that the Property was ever used as a landfill or a garbage dump during the period of Owner's ownership. (xi) Based on a representation and warranty from Owner contained in the Purchase Contract, neither Owner nor any of its agents or employees have made unrecorded commitments or side agreements with any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners' association or with any other organization, group, party, or individual (collectively, "Side Agreements"), relating to the Property which would impose an obligation upon Landlord or its successors or assigns to make any contribution or dedication of money or land or to construct, install, or maintain any improvements of a public or private nature on or off the Property. Landlord represents and warrants that, to its knowledge, Owner has not entered into any such Side Agreements. (xii) Based on a representation and warranty from Owner contained in the Purchase Contract, Owner has not received written notice ("Preservation Notice") that the Property has been identified by any governmental body or private organization as the habitat of any species of plant or animal which is endangered or which requires special conservation measures. Landlord represents and warrants that Landlord has not received any such Preservation Notice. (xiii) Based on a representation and warranty from Owner contained in the Purchase Contract, Owner has not received written notice that any of human burial grounds or archaeological sites have been identified as existing upon the foregoing are pending Property and Owner has not received written notice that any improvements upon the Property have been designated by any governmental authority as having special architectural or threatened historical significance. Landlord represents and not reflected on titlewarrants that, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writingits knowledge, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos Property has not been so designated as having special architectural or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)historical significance.

Landlord’s Representations and Warranties. Landlord represents and warrants (the “Condition Warranties”) to Tenant that as of the Commencement Date the following portions of the Building shall be in good condition (i.e. in an operable (but not new) state of repair, free of defects that would adversely affect Tenant’s operation of its business in the Premises): (i) fee title to the LandHVAC system serving the Premises, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; roof of the Building, (iii) the main electrical supply to a main distribution point in the Building, (iv) the working sanitary sewer stub to the Building, and (v) water service to the Building. The Condition Warranties shall terminate on a date one hundred eighty (180) days after the Commencement Date, except to the extent that Tenant has delivered to Landlord within such 180-day period a written notice specifying in detail any defaults by Landlord under the Condition Warranties (a “Violation Notice”), and Landlord shall thereafter have absolutely no liability to Tenant for the inaccuracy of any Condition Warranty, except to the extent set forth in a Violation Notice. Landlord’s liability for the correction of any defects described in a Violation Notice shall be subject to Landlord’s knowledgereasonable right to dispute the claims set forth in any Violation Notice. Landlord’s sole liability with respect to any breach of any Condition Warranty that is properly set forth in a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall have no liability for any other loss, the Projectcost, Buildingdamage, expense or lost profit in connection with such breach, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently shall have no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating right to any abatement or offset of Rent in connection with such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)breach.

Landlord’s Representations and Warranties. 7.1. Landlord represents and warrants to Tenant that: (a) Landlord is the owner of the Land and Building in fee simple, that title is marketable and not subject to any defects or encumbrances which could adversely affect the use of the Demised Premises as contemplated by this Lease; that Landlord has full right, power and authority to execute and deliver this Lease and to grant to Tenant the exclusive use and possession of the Demised Premises; (b) The use of the Demised Premises contemplated by the Lease will be a permitted use under all applicable statutes, codes, rules, regulations and ordinances now in effect and, to the best of the Landlord's knowledge, there are no pending proceedings or plans to change such statutes, codes, rules, regulations and ordinances; (c) Neither the Land, the Building nor the Demised Premises, nor any portion thereof, is being condemned or taken by eminent domain and, to the best of the Landlord’s knowledge, no such proceedings are contemplated by any lawful authority; (d) To the best of Landlord’s knowledge and belief, there is available to the Building and the Demised Premises adequate public water, gravity fed storm and sanitary sewers, electricity and telephone service for Tenant’s intended use of the Demised Premises as described in this Lease; (e) Landlord will not discontinue any service required to be provided by Landlord pursuant to this Lease and, if any such discontinuance is contemplated, Landlord will provide Tenant with written notice at least thirty (30) days prior thereto together with a statement of the appropriate reduction in Basic Rent as compensation for such discontinuance; (f) Landlord will keep the Land, the Building and the Demised Premises in good order and repair and make all reasonable improvements to maintain the Land, the Building and the Demised Premises in the same condition as at the commencement of this Lease; (g) Landlord will keep the Building and the Demised Premises protected against flood, storm, water leakage through roofs and windows and against other hazards of nature and will repair or protect same from such hazards within ninety (90) days after Landlord has notice of damage or the need for repair; (h) Landlord will repair and remediate any damage and environmental hazard (including mildew and mold) to the Building and/or the Demised Premises resulting from water damage within ninety (90) days after Landlord has notice of damage or the need for repair; (i) fee title to the LandLandlord will be responsible for any asbestos testing needed and asbestos abatement required as a result of Renovations or Improvements, Building and Premises is vested as defined in Landlord; Article 10 hereinbelow, made by Landlord or Tenant; (iij) Landlord has will provide peaceful and quiet enjoyment of the authority Demised Premises to enter into this Lease Tenant and its execution will not allow such peaceful and delivery quiet enjoyment to be disrupted or interfered with by any other tenant in the Building, by Landlord, by anyone claiming under Landlord has been duly authorized; or any other person, party or entity; (iiik) to To the best of Landlord’s knowledge, the Project, Building, common areas of the Building and Premises the Land comply with all covenants, conditions, restrictions the Americans with Disabilities Act of 1990 and encumbrances, the rules and all applicable rules, regulations, statutes, ordinances, laws regulations promulgated thereunder (the “ADA”) together with any amendments thereto; (l) Landlord represents and building codes warrants that the rentable square footage for which Tenant is making payment has been measured and computed in effect as accordance with BOMA standards; and (m) Landlord shall provide a floor plan to scale of the date Demised Premises as occupied by the agency at the commencement of the lease within thirty (30) days of tenants occupancy. 7.2. Landlord acknowledges that Tenant is relying upon each of the representations and warranties set forth in subparagraph 7.1 and that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order matters represented and condition; (v) to Landlord’s knowledge and except as previously disclosed warranted by Landlord are substantial and material to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect Tenant. In the Land event such representations and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which warranties shall be breached by Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writingTenant, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described election, may terminate this Lease in Exhibit C-1) (“Landlord’s Warranty Repairs”accordance with subparagraph 13.1(d).

Landlord’s Representations and Warranties. Landlord hereby represents and warrants to Tenant that that: (ia) Landlord owns fee simple title to the LandProject, Building free and Premises is vested clear of all liens, charges, encumbrances, encroachments, easements, restrictions, leases, tenancies, occupancies or agreements and other matters affecting title, except for those matters affecting title (“Permitted Encumbrances”) set forth on Exhibit B, attached hereto and incorporated herein by this reference. The Project are in Landlord; compliance with all easements, restrictions and other matters of record affecting title as of the date hereof. Except as otherwise provided in the PILOT Agreement and this Lease, the Landlord will not create any debt, lien or charge upon, or make any pledge or assignment of or create any encumbrance upon the Project, other than the pledge and assignment thereof under this Lease. (iib) Landlord has the full right, power and authority to make, execute, deliver and perform its obligations under this Lease. Landlord has obtained and received all required and necessary consents and approvals to enter into this PILOT Lease and its execution and delivery with Xxxxxx. The entry by Landlord into this PILOT Lease with Xxxxxx and the performance of all of the terms, provisions and conditions contained herein does not and will not violate or cause a breach of or default under any agreement or obligation to which Landlord is a party or by which it is bound. (c) There are no tenants, tenants or other occupants of the Project having any right or claim to possession or use of the Project or a claimed preference for occupancy in the Project. (d) There are no unpaid special assessments of which Landlord has been duly authorized; received notice, or of which Landlord is otherwise aware, for sewer, sidewalk, water, paving, gas, electrical or utility improvements or other capital expenditures, matured or unmatured, affecting the Project. (iiie) Landlord is not obligated under any contract, PILOT Lease or agreement, oral or written, with respect to the ownership, use, operation, management, maintenance, lease, sale, or financing of the Project except as previously disclosed to Tenant. (f) No representation, statement or warranty by Landlord contained in this PILOT Lease or in any exhibit attached hereto contains any untrue statement or omits a material fact necessary to make the statement of fact therein recited not misleading. (g) There is no action, suit, litigation or proceeding pending or, to Landlord’s knowledge, threatened against Landlord and/or the Project which could prevent or impair Landlord’s entry into this PILOT Lease and/or performance of its or any of Tenant’s obligations hereunder or materially and adversely impact Xxxxxx’s rights hereunder. (h) The person signing this PILOT Lease on behalf of Landlord is duly and validly authorized to do so. (i) There are no pending condemnation proceedings relating to any portion of the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as Xxxxxxxx has received no notices of the date that institution or the completed application for land use entitlement proposed institution of condemnation proceedings relating to any portion of the Project was filed or of any other proceedings against or any taking of all or any part of the Project. (j) There are no special assessments assessed or due with the City respect to pending or completed public improvements. (k) There is no pending or threatened litigation, governmental proceeding, notice of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) action required to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writingbe taken, there are currently no local improvement districts, special assessments, state judgment or local impact fees, cause of action against or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title related to the Project, and or any portion thereof, or against Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title Landlord’s agents with respect to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)portion thereof.

Landlord’s Representations and Warranties. Landlord represents and warrants (the "Condition Warranties") to Tenant that as of the Commencement Date the following portions of the Building shall be in good condition (i.e. in an operable (but not new) state of repair, free of defects that would adversely affect Tenant's operation of its business in the Premises): (i) fee title to the LandHVAC system serving the Premises, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; roof of the Building, (iii) the main electrical supply to Landlord’s knowledgea main distribution point in the Building, (iv) the Project, working sanitary sewer stub to the Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) water service to Landlord’s knowledge and the Building. The Condition Warranties shall terminate on a date one hundred eighty (180) days after the Commencement Date, except as previously disclosed to the extent that Tenant has delivered to Landlord within such 180-day period a written notice specifying in detail any defaults by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect under the Land and which are not currently reflected on title to the ProjectCondition Warranties (a "Violation Notice"), and Landlord has not received written notice shall thereafter have absolutely no liability to Tenant for the inaccuracy of any Condition Warranty, except to the extent set forth in a Violation Notice. Landlord's liability for the correction of any defects described in a Violation Notice shall be subject to Landlord's reasonable right to dispute the claims set forth in any Violation Notice. Landlord's sole liability with respect to any breach of any Condition Warranty that is properly set forth in a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall have no liability for any of the foregoing are pending other loss, cost, damage, expense or threatened and not reflected on titlelost profit in connection with such breach, and there are Tenant shall have no agreements which are not reflected on title to the Project relating right to any abatement or offset of Rent in connection with such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)breach.

Landlord’s Representations and Warranties. Landlord represents ----------------------------------------- and warrants to Tenant that as follows: (i) Landlord is the fee title to simple owner of all the Land, Building buildings and Premises is vested the land included in Landlordthe Project; (ii) Landlord has holds an unconditional option to purchase the authority so-called "Sears site," as further described on Exhibit F attached to enter into this Lease Lease; and its execution and delivery by Landlord has been duly authorized; (iii) Landlord has delivered --------- to Tenant copies of, or made available for Tenant's inspection, all relevant and material documents in Landlord’s knowledge, 's possession or under Landlord's control regarding the environmental condition of the Project. In addition to the foregoing, Building, Landlord represents and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect warrants (the "Condition Warranties") to Tenant that as of the date that Commencement Date the completed application for land use entitlement following portions of the Project was filed with Building shall be in good condition (i.e. in an operable (but not new) state of repair, free of defects that would adversely affect Tenant's operation of its business in the City Premises): (i) the curtain wall and exterior windows of Seattle; the Building, (ii) the roof of the Building, (iii) the main electrical supply to a main distribution point in the Building, (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good the working order and condition; sanitary sewer stub to the Building, (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title water service to the ProjectBuilding, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) the existing elevator in the Building. The Condition Warranties shall terminate on a date thirty (30) days after the Commencement Date, except as previously disclosed to the extent that Tenant has delivered to Landlord within such 30-day period a written notice specifying in detail any defaults by Landlord under the Condition Warranties (a "Violation Notice"), and Landlord shall thereafter have absolutely no liability to Tenant in writing, for the Premises, Building and Land are free of the presence inaccuracy of any Hazardous Materials (including without limitation asbestos or asbestos containing materials)Condition Warranty, except to the extent set forth in a Violation Notice. Landlord will Landlord's liability for the correction of any defects described in a Violation Notice shall be responsible for removing subject to Landlord's reasonable right to dispute the claims set forth in any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating Violation Notice. Landlord's sole liability with respect to any hazardous materials breach of any Condition Warranty that is properly set forth in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall warrant at its sole cost have no liability for any other loss, cost, damage, expense or lost profit in connection with such breach, and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited Tenant shall have no right to the Base Building elements described any abatement or offset of Rent in Exhibit C-1) (“Landlord’s Warranty Repairs”)connection with such breach.

Landlord’s Representations and Warranties. 7.1. Landlord represents and warrants to Tenant that: (a) Landlord is the owner of the Land and Building in fee simple, that title is marketable and not subject to any defects or encumbrances which could adversely affect the use of the Demised Premises as contemplated by this Lease; that Landlord has full right, power and authority to execute and deliver this Lease and to grant to Tenant the exclusive use and possession of the Demised Premises; (b) The use of the Demised Premises contemplated by the Lease will be a permitted use under all applicable statutes, codes, rules, regulations and ordinances now in effect and, to the best of the Landlord's knowledge, there are no pending proceedings or plans to change such statutes, codes, rules, regulations and ordinances; (c) Neither the Land, the Building nor the Demised Premises, nor any portion thereof, is being condemned or taken by eminent domain and, to the best of the Landlord’s knowledge, no such proceedings are contemplated by any lawful authority; (d) To the best of Landlord’s knowledge and belief, there is available to the Building and the Demised Premises adequate public water, gravity fed storm and sanitary sewers, electricity and telephone service for Tenant’s intended use of the Demised Premises as described in this Lease; (e) Landlord will not discontinue any service required to be provided by Landlord pursuant to this Lease and, if any such discontinuance is contemplated, Landlord will provide Tenant with written notice at least thirty (30) days prior thereto together with a statement of the appropriate reduction in Rent as compensation for such discontinuance; (f) Landlord will keep the Land, the Building and the Demised Premises in good order and repair and make all reasonable improvements to maintain the Land, the Building and the Demised Premises in the same condition as at the commencement of this Lease; (g) Landlord will keep the Building and the Demised Premises protected against flood, storm, water leakage through roofs and windows and against other hazards of nature and will repair or protect same from such hazards within ninety (90) days after Landlord has notice of damage or the need for repair; (h) Landlord will repair and remediate any damage and environmental hazard (including mildew and mold) to the Building and/or the Demised Premises resulting from water damage within ninety (90) days after Landlord has notice of damage or the need for repair; (i) fee title to the LandLandlord will be responsible for any asbestos testing needed and asbestos abatement required as a result of Renovations or Improvements, Building and Premises is vested as defined in Landlord; Article 10 herein below, made by Landlord or Xxxxxx; (iij) Landlord has will provide peaceful and quiet enjoyment of the authority Demised Premises to enter into this Lease Tenant and its execution will not allow such peaceful and delivery quiet enjoyment to be disrupted or interfered with by any other tenant in the Building, by Landlord, by anyone claiming under Landlord has been duly authorized; or any other person, party or entity; (iiik) to To the best of Landlord’s knowledge, the Project, Building, common areas of the Building and Premises the Land comply with all covenants, conditions, restrictions the Americans with Disabilities Act of 1990 and encumbrances, the rules and all applicable rules, regulations, statutes, ordinances, laws regulations promulgated thereunder (the “ADA”) together with any amendments thereto; (l) Landlord represents and building codes in effect as of the date warrants that the completed application rentable square footage for land use entitlement which Tenant is making payment has been measured and computed in accordance with BOMA standards; and (m) Within thirty (30) days of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to LandlordTenant’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Termoccupancy, Landlord shall warrant provide a floor plan to scale of the Demised Premises as occupied by the Tenant at the Commencement Date. 7.2. Landlord acknowledges that Tenant is relying upon each of the representations and warranties set forth in subparagraph 7.1 and that the matters represented and warranted by Landlord are substantial and material to Tenant. In the event such representations and warranties shall be breached by Landlord, Tenant, at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described election, may terminate this Lease in Exhibit C-1) (“Landlord’s Warranty Repairs”accordance with subparagraph 13.1(e).

Landlord’s Representations and Warranties. Landlord represents and warrants (the "Condition Warranties") to Tenant that as of the Commencement Date the following portions of the Building shall be in good condition (i.e. in an operable (but not new) state of repair, free of defects that would adversely affect Tenant's operation of its business in the Premises): (i) fee title to the LandHVAC system serving the Premises, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; roof of the Building, (iii) the main electrical supply to Landlord’s knowledgea main distribution point in the Building, (iv) the Project, working sanitary sewer lines to the Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) water service to Landlord’s knowledge and the Building. The Condition Warranties shall terminate on a date one hundred eighty (180) days after the Commencement Date, except as previously disclosed to the extent that Tenant has delivered to Landlord within such 180-day period a written notice specifying in detail any defaults by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect under the Land and which are not currently reflected on title to the ProjectCondition Warranties (a "Violation Notice"), and Landlord has not received written notice shall thereafter have absolutely no liability to Tenant for the inaccuracy of any Condition Warranty, except to the extent set forth in a Violation Notice. Landlord's liability for the correction of any defects described in a Violation Notice shall be subject to Landlord's reasonable right to dispute the claims set forth in any Violation Notice. Landlord's sole liability with respect to any breach of any Condition Warranty that is properly set forth in a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall have no liability for any of the foregoing are pending other loss, cost, damage, expense or threatened and not reflected on titlelost profit in connection with such breach, and there are Tenant shall have no agreements which are not reflected on title to the Project relating right to any abatement or offset of Rent in connection with such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)breach.

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (ia) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is the owner of fee simple title to the Land, Building and Premises is vested except for mortgages of record which have been disclosed in Landlord; (ii) Landlord has the authority writing to enter into this Lease Tenant, free and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledgeclear of all liens, the Projectencumbrances, Building, and Premises comply with all covenants, conditions, restrictions and encumbrancesrestrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as any other matters which would impair the marketability of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the ProjectLand. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord has not received written notice that receives notification of any of the foregoing are pending prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Date. (d) Landlord represents and warrants that Landlord is duly organized and validly existing under the laws of the State of Florida that the execution and delivery of this Lease and the transaction contemplated hereby have been duly authorized by Landlord and that the performance of Landlord's obligations under this Lease will not violate its organizational documents, the provisions of any applicable law or threatened agreement to which it is a party or under which it is bound. (e) Landlord represents and not reflected warrants that the Premises will be delivered on titlethe Commencement Date in substantially the same condition as on the date hereof, reasonable wear and tear excepted, and free of any occupants, tenants or rights of first refusal, right of reverter or rights of first offer relating to the Premises, other than as provided in this Lease; any service contracts or management agreements; and any employee, employment agreements or union contract affecting the Premises. (f) Landlord represents and warrants that Landlord has not filed any proceeding or petition in, nor received notice that any proceeding or petition has been filed against Landlord in bankruptcy or insolvency, or for reorganization or for the appointment of a receiver, custodian or trustee, or for the arrangement of debts under any state or federal statute relating to debtor protection or insolvency, and further that Landlord is not insolvent and will not be rendered insolvent by the consummation of the transaction contemplated by this Lease. (g) Landlord represents and warrants that it has received no notice of any violations of building, fire, air pollution, or Environmental Law and that Landlord has no knowledge of any suits or judgments threatened or pending relating to violations at the Premises or any portion of the Premises of any such laws, ordinances and regulations. (h) Landlord represents and warrants that there are no agreements which are not reflected on title to the Project relating special taxes or assessments pending and/or unpaid with respect to any such improvement districts, special assessments, state improvements not yet completed on the Premises; (i) Landlord represents and warrants that there are no parties that have any rights to possession of any part of the Premises other than Landlord or local impact fees, or actions in eminent domain or condemnation that have any leases to which Landlord, or any affiliate or predecessor portion of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building other than as provided in this Lease. (j) Landlord represents and Land warrants that there are free of no written or oral service agreements or other contracts or leases with respect to the presence Property or any part thereof, except this Lease. (k) Landlord represents and warrants that there are no underground storage tanks on the Premises or any condition on the Premises which materially violates the terms of any Hazardous Materials applicable environmental law. (including without limitation asbestos l) Landlord represents and warrants that there are no asbestos-containing materials on the Premises. (m) Landlord represents and warrants that between the date of this Lease and the Commencement Date that it will not enter into any leases, service agreements or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in other contracts with respect to the Premises, Buildingwhich will be effective beyond the Commencement Date without express written consent of Tenant, or Land and will indemnifywhich consent shall not be unreasonably withheld; provided, defend and hold however, the Tenant harmless from and against any loss or damage arising out of or relating shall not be required to consent to any hazardous materials agreement which will terminate on or before the Commencement Date. All representations made by Landlord in this Article XXIII shall survive the Premisesexecution of this Lease and, Buildingif later, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)Commencement Date.

Landlord’s Representations and Warranties. Anything to the contrary contained herein notwithstanding, Landlord hereby represents and warrants to Tenant that the following: (a) Electrical service reasonably sufficient for Tenant to commence Tenant’s Finish Work to be available to the Leased Premises on or before the Early Access Date, either connecting directly to the Premises through public right-of-ways or through perpetual easement areas intended to provide for such utility connections; (b) The Leased Premises shall on or before the Early Access Date and at all times during the Lease Term, have vehicular and pedestrian access either (i) directly to the Leased Premises by paved public roadway adjacent to, abutting, and connecting to the Real Estate or (ii) directly to the Leased Premises through a perpetual easement area intended to provide access over a paved private roadway through and over any privately owned lands all the way to connect to a public roadway, in either instance together with appropriate curb cuts onto such roadways to provide reasonable vehicular access to and from the Tenant; (c) Landowner (as defined below) currently has fee simple title to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect Real Estate as of the date of this Lease, and following the Subdivision (as defined below) and the conveyance of the Building Lot (as defined below) to Landlord, as contemplated in Section 28 of this Lease, Landlord shall have fee simple title to the Real Estate; (d) No consent of any third party is required (or if required, will be obtained by Landlord prior to the Commencement Date) in connection with Landlord’s lease of the Leased Premises hereunder; (e) As of the date hereof, Landlord has no knowledge of any current, pending or threatened condemnation, annexation, or similar proceeding affecting the Leased Premises or any portion thereof, nor has Landlord knowledge that any such actions are presently contemplated; (f) To the completed application best of Landlord’s actual knowledge, there are no easements, restrictive covenants or declarations that impact the Leased Premises that prohibit in any way the making of this Lease or the Permitted Use contemplated under this Lease; (g) The Real Estate may be used for the Permitted Use under applicable zoning and land use entitlement laws, ordinances, planned unit development or similar guidelines; and (h) The Building and the Leased Premises shall, as of the Project was filed Commencement Date, be (i) water-tight, (ii) free of mold, pests, and insects, (iii) in compliance with the City Plans and Specifications and all applicable laws, ordinances, regulations, decrees, rules or conditions of Seattleany federal, state, county, municipal or other governmental or quasi-governmental authorities or agencies (including without limitation, those pertaining to building, zoning, subdivision, land use, environmental and health, having jurisdiction over the Premises (“Applicable Requirements”); and (iv) all Building Systems (compliant with the Americans with Disabilities Act of 1990, as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)amended.

Landlord’s Representations and Warranties. Anything to the contrary contained herein notwithstanding, Landlord hereby represents and warrants to, and covenants with, Tenant the following: (a) Landlord has fee simple title to the Premises, the Building, the Land, and the Project; (b) No consent of any third party is required (or if required, will be obtained by Landlord prior to the Lease Commencement Date) in connection with Landlord’s lease of the Premises to Tenant hereunder; (c) As of the date hereof, Landlord has no knowledge of any current, pending or threatened condemnation, annexation, or similar proceeding affecting the Premises, the Building, the Land, or the Project or any portion thereof, nor has Landlord knowledge that any such actions are presently contemplated; (d) The Premises, the Building, the Land, and the Project shall have on the Lease Commencement Date and at all times during the term of this Lease, have vehicular and pedestrian access either (i) fee title directly to the LandBuilding by paved public roadway adjacent to, Building abutting, and Premises is vested in Landlord; connecting to the Land or (ii) Landlord has directly to the authority Building through a perpetual easement area intended to enter into this provide access over a paved private roadway through and over any privately owned lands all the way to connect to a public roadway, in either instance together with appropriate curb cuts onto such roadways to provide reasonable vehicular access to and from the Tenant; (e) As of the Lease Commencement Date and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledgefor remainder of Lease Year 1, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, HVAC and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all other Building Systems (as defined shall be in Section 8.1(b) below) are in reasonably good working order and condition; (v) . For purposes of this Section 38 and any other warranty or representation in this Lease, the terms “to the best of Landlord’s Knowledge” or similar term shall mean the current, actual knowledge of Xxxxx Xxxx and except as previously disclosed by Landlord Xxxxx Xxxxxx, without any duty to Tenant in writing, there are currently no local improvement districts, special assessments, state investigate or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)inquire.

Landlord’s Representations and Warranties. (a) Landlord represents to Tenant and warrants, that as of the Effective Date, and again as of the Rent Commencement Date: (i) Landlord owns the Land in fee title to the Landsimple, Building and Premises is vested in Landlord; (ii) Landlord has the all requisite right, power and authority to enter into this Lease and its Lease, without the consent or joinder of any party not joining in the execution and delivery by Landlord has hereof; (ii) no hazardous or toxic substances have been duly authorized; released or manufactured, or are present on the Premises in amounts in excess of the lawful limit absent a permit; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written any notice that of any Taking, zoning change or legal noncompliance relating to the Premises; (iv) the Premises are free from any recorded or unrecorded use or occupancy restrictions or declarations of the foregoing are pending or threatened and not reflected on title, and restrictive covenants; (v) there are no service or maintenance contracts affecting the Premises; (vi) there are no delinquent or outstanding Taxes, liens or other impositions levied or assessed against the Premises or any larger parcel of Premises of which the Premises is a part; (vii) except for this Lease, there are no leases, options to purchase, license agreements which are or other third-party rights to use or possess the Premises, whether written or oral, recorded or unrecorded, except as set forth on Exhibit B attached hereto and made a part hereof; (viii) Landlord is not reflected on title to in the Project relating to any hands of a receiver nor is an application for such improvement districtsa receiver pending, special assessmentsnor has Landlord made an assignment for the benefit of creditors, state or local impact feesnor filed, or actions had filed against it, any petition in eminent domain bankruptcy nor is Landlord a defendant in any ongoing or condemnation to which Landlord, or any affiliate or predecessor of pending litigation proceedings; (ix) if Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writinglimited partnership, trust, limited liability company, corporation or other business entity, the Premisesundersigned representatives of Landlord have full power and authority to execute and deliver this Lease; and (x) if Landlord is one or more natural persons, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of spouse identified on the Termsignature page to this Lease, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)such natural persons are unmarried.

Landlord’s Representations and Warranties. Landlord represents represents, warrants and covenants to Tenant that that: (i) fee title to the Land, Building and Premises is vested in Landlord; (iia) Landlord has the legal power, right and authority to enter into this Lease and its execution and delivery the instruments to be executed by Landlord pursuant to this Lease, and to consummate the transactions contemplated hereby. (b) All requisite corporate action has been duly authorized; taken by Landlord in connection with Landlord’s execution of this Lease and the instruments to be executed by Landlord pursuant to this Lease and the consummation of the transactions contemplated hereby. (iiic) The individuals executing this Lease and the instruments to be executed by Landlord pursuant to this Lease on behalf of Landlord, have the legal power, right and actual authority to bind Landlord to the terms and conditions of this Lease and such instruments. (d) Neither the execution of this Lease nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any agreement, document, instrument, or other obligation to which Landlord is a party or by which Landlord may be bound, or under any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Landlord or to the Property or result in the acceleration of any encumbrance pertaining to the Property. (e) There is no claim, action, litigation, arbitration, material dispute or other proceeding pending against Landlord which relates to the Property, the demised premises or the transactions contemplated hereby except as disclosed in writing to Tenant and, to Landlord’s actual knowledge, there is currently no governmental investigation, threatened litigation or arbitration proceedings to which Landlord is, or would be, a party which relates or would relate to the ProjectProperty or the demised premises. (f) No attachments, Buildingexecution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Landlord nor are any of such proceedings contemplated by Landlord. (g) There are no pending or, to Landlord’s actual knowledge, contemplated condemnation or annexation proceedings affecting the Property or the demised premises or any part thereof. (h) Landlord has not received any notice of any violations, and Premises comply with all to Landlord’s actual knowledge, without inquiry, the Property and the demised premises is not in violation of any federal, state or local law, ordinance or regulation relating to Hazardous Materials (“Hazardous Materials”), industrial hygiene or the environmental conditions on, under or about the Property or the demised premises including, but not limited to, soil and ground water condition. Hazardous Materials shall mean any flammable explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances and other related materials including without limitation any substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or “toxic substances” under any applicable federal, state or local laws or regulations. (i) Landlord has not received any notice of any violation, and to Landlord’s actual knowledge, without inquiry, the Property and the demised premises are not in violation of any law, ordinance, regulation, order or requirement applicable to the Property or the demised premises including without limitation, requirements imposed under any recorded covenants, conditions, restrictions and encumbrancesrestrictions, and easements or other rights affecting the Property or the demised premises. (j) Landlord shall not, after the execution hereof, either voluntarily or by operation of law, allow any lien or encumbrance other than the Permitted Title Exceptions, to be placed of record against all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as or any portion of the date that Property or the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state demised premises or local impact fees, otherwise burden or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on cloud title to the ProjectProperty or the demised premises. (k) There being no leases of the Property existing, Landlord shall not, after the execution hereof and while Tenant is not in default under this Lease, enter into any new leases for the Property or the demised premises or any portion thereof, or otherwise grant or convey any interest or occupancy right to any party other than Tenant, without first receiving Tenant’s prior written consent, which consent may be granted or withheld in Tenant’s sole and absolute discretion. (l) Prior to the Commencement Date, Landlord shall not make any further additions or modifications to the Property other than normal maintenance and repair. (m) Landlord is a duly constituted and validly existing limited liability company under the laws of the State of New Hampshire, duly qualified to do business in the state in which the demised premises are located, and Landlord has not received written notice that any of the foregoing are pending or threatened full power to carry out the transactions contemplated by this Lease. (n) The Property and not reflected on title, and there are no agreements which the demised premises are not reflected on title located in a flood hazard zone or wetland area. (o) It is not necessary, under applicable law, that the Lease and/or a “short form” of lease be recorded for the Lease to be effective. (p) This Lease does not violate or conflict in any way with the terms of any other lease applicable to the Project relating to Property or the terms of any such improvement districtsreciprocal operating agreement, special assessmentscross easement agreement, state or local impact fees, or actions in eminent domain or condemnation to which Landlordrestrictive covenants, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)other document.

Landlord’s Representations and Warranties. Notwithstanding anything in this Lease to the contrary, Landlord represents that, to Tenant that (i) fee title its knowledge, upon occupancy, the Building will be in compliance with the requirements of the ADA. Landlord further represents that, to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply Building is in compliance with all covenants(a) judicial decisions, conditionsorders, restrictions and encumbrancesinjunctions, and all applicable writs, statutes, rulings, rules, regulations, statutespromulgations, ordinancesdirectives, laws and building codes permits, certificates or ordinances of any governmental authority in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord any way applicable to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Rules and Regulations, zoning, environmental and utility conservation matters, (b) requirements imposed on Landlord by any Landlord’s mortgagee, (c) insurance requirements, and (d) other documents, instruments or agreements relating to the Building elements described in Exhibit C-1or to which the Building may be bound or encumbered. In addition, Landlord hereby covenants and agrees that for a period of one (1) year after the Commencement Date (the “Warranty Period”), the Building systems (“Systems”) shall be in good working order and condition. At any time prior to the expiration of the Warranty Period, Tenant shall have the right to notify Landlord, in writing (a “Systems Notice”), of any deficiencies in the Systems, which deficiencies shall be promptly repaired or replaced by Landlord, at Landlord’s sole cost and expense; provided, however, that if any such deficiencies are as a result of the negligence or misconduct of Tenant or any Tenant Parties or the misuse of the Leased Premises or the Property by Tenant or the Tenant Parties, Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord to remedy such deficiencies upon demand as Additional Rent. From and after the expiration of the Warranty Repairs”Period, repairs and replacements to the Systems shall be governed by Section 4.1 (except for any repairs that are necessary as set 18 forth in a Systems Notice delivered to Landlord prior to the expiration of the Warranty Period).

Landlord’s Representations and Warranties. Landlord represents and warrants as follows to Tenant, such representations and warranties to be true and correct on the Commencement Date, that: (a) Landlord is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is registered to do business and in good standing under the laws of the State of Ohio. (b) Landlord has full power and authority, corporate and otherwise, to execute and perform this Lease Agreement and to consummate and perform the transactions contemplated hereby. This Lease Agreement, when executed, will be a legal, binding and valid obligation of Landlord enforceable against it in accordance with its terms. Execution of this Lease Agreement shall not constitute a default of the IRB Lease. Landlord will provide Tenant with documentation confirming that Landlord is in good standing under the IRB Lease as of the effective date of this Lease Agreement. (ic) The execution, delivery and performance of this Lease Agreement and compliance with the provisions hereof by Landlord will not conflict with or result in the breach or violation of any term or provision of its Certificate of Incorporation or By-laws. (d) Landlord's execution, delivery and performance of this Lease Agreement will not constitute a default under the IRB Lease, or any other loan document. (e) Landlord owns good and marketable title to the leasehold estate described in Exhibit B free and clear of all liens and encumbrances, except those set forth in Exhibit E. (f) Landlord owns good and marketable fee title to the Landreal estate described in Exhibit A free and clear of all liens and encumbrances, Building and Premises is vested except those set forth in Landlord; Exhibit E. (iig) Landlord has the authority delivered to enter into this Lease Tenant true and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as complete copies of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title following documents relating to the ProjectIRB Lease: Lease between Toledo-Lucas County Port Authority and Cargill, Xxxxxxxrated dated April 1, 1978 axx Xxxxxxxxxx xx Xxxxx xx Ohio Citizens Trust Company dated April 1, 1978. Supplemental Lease between Toledo-Lucas County Port Authority and Landlord has not received written notice that any of the foregoing are pending or threatened Cargxxx, Xxxxxxxrated dated March 1, 1982 and not reflected on titleAssignment xx Xxxxlemental Lease to Ohio Citizens Bank dated March 1, 1982. Second Supplemental Lease between Toledo-Lucas County Port Authority and there are no agreements which are not reflected on title Cargxxx, Xxxxxxxrated dated June 1, 1983 and Xxxxxxxxxx xx Xxxxxd Supplemental Lease to the Project relating Ohio Citizens Bank dated June 1, 1983. Third Supplemental Lease between Toledo-Lucas County Port Authority and Cargxxx, Xxxxxxxrated dated April 1, 1992 and Xxxxxxxxxx xx Xxxxd Supplemental Lease to any such improvement districtsOhio Citizens Bank dated April 1, special assessments1992. Fourth Supplemental Lease between Toledo-Lucas County Port Authority and Cargxxx, state or local impact feesXxxxxxxrated dated May 15, or actions in eminent domain or condemnation 1993 and Xxxxxxxxxx xx Xxxxxh Supplemental Lease to which LandlordOhio Citizens Bank dated May 15, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)1993.

Landlord’s Representations and Warranties. Notwithstanding anything in this Lease to the contrary, Landlord represents that, to Tenant that (i) fee title its knowledge, upon occupancy, the Building will be in compliance with the requirements of the ADA. Landlord further represents that, to the Land, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply Building is in compliance with all covenants(a) judicial decisions, conditionsorders, restrictions and encumbrancesinjunctions, and all applicable writs, statutes, rulings, rules, regulations, statutespromulgations, ordinancesdirectives, laws and building codes permits, certificates or ordinances of any governmental authority in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord any way applicable to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Rules and Regulations, zoning, environmental and utility conservation matters, (b) requirements imposed on Landlord by any Landlord’s mortgagee, (c) insurance requirements, and (d) other documents, instruments or agreements relating to the Building elements described in Exhibit C-1or to which the Building may be bound or encumbered. In addition, Landlord hereby covenants and agrees that for a period of one (1) year after the Commencement Date (the “Warranty Period”), the Building systems (“Systems”) shall be in good working order and condition. At any time prior to the expiration of the Warranty Period, Tenant shall have the right to notify Landlord, in writing (a “Systems Notice”), of any deficiencies in the Systems, which deficiencies shall be promptly repaired or replaced by Landlord, at Landlord’s sole cost and expense; provided, however, that if any such deficiencies are as a result of the negligence or misconduct of Tenant or any Tenant Parties or the misuse of the Leased Premises or the Property by Tenant or the Tenant Related Parties, Tenant shall reimburse Landlord for all reasonable costs incurred by Landlord to remedy such deficiencies upon demand as Additional Rent. From and after the expiration of the Warranty Repairs”Period, repairs and replacements to the Systems shall be governed by Section 4.1 (except for any repairs that are necessary as set forth in a Systems Notice delivered to Landlord prior to the expiration of the Warranty Period).

Landlord’s Representations and Warranties. 23.1 In addition to the other representations and warranties made herein, Landlord hereby represents and warrants to Tenant that as of the date hereof the following representations and warranties are true, correct and complete and that the same will be true, correct and complete on and as of the Commencement Date: (ia) Landlord warrants and represents that the execution and delivery of this Lease by the signatory hereto on behalf of Landlord and the performance of this Lease by Landlord have been duly authorized by Landlord and this Lease is binding upon Landlord and enforceable against Landlord in accordance with its terms. (b) Landlord warrants and represents that it is the owner of fee simple title to the Land, Building and Premises is vested except for mortgages of record which have been disclosed in Landlord; (ii) Landlord has the authority writing to enter into this Lease Tenant, free and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledgeclear of all liens, the Projectencumbrances, Building, and Premises comply with all covenants, conditions, restrictions and encumbrancesrestrictions, rights of way, easements, leases, tenancies, licenses, claims, options, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as any other matters which would impair the marketability of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the ProjectLand. (c) Landlord represents and warrants that there are no condemnation or judicial proceedings, administrative actions or examinations, claims or demands of any type which have been instituted or which are pending or threatened against Landlord with respect to the Premises or any part thereof. There are no actions or proceedings pending or to the best of Landlord's knowledge, threatened against Landlord with respect to the Premises before any court or administrative agency which would result in any material adverse change in the condition and operation of the Premises. In the event Landlord has not received written notice that receives notification of any of the foregoing are pending prior to Commencement Date, copies of such notice shall be provided to Tenant by Landlord within three (3) days following its receipt thereof, but in no event later than the Commencement Date. (d) Landlord represents and warrants that Landlord is duly organized and validly existing under the laws of the State of Florida, that the execution and delivery of this Lease and the transaction contemplated hereby have been duly authorized by Landlord and that the performance of Landlord's obligations under this Lease will not violate its organizational documents, the provisions of any applicable law or threatened agreement to which it is a party or under which it is bound. (e) Landlord represents and not reflected warrants that the Premises will be delivered on titlethe Commencement Date in substantially the same condition as on the date hereof, reasonable wear and tear excepted, and free of any occupants, tenants or rights of first refusal, right of reverter or rights of first offer relating to the Premises, other than as provided in this Lease; any service contracts or management agreements; and any employee, employment agreements or union contract affecting the Premises. (f) Landlord represents and warrants that Landlord has not filed any proceeding or petition in, nor received notice that any proceeding or petition has been filed against Landlord in bankruptcy or insolvency, or for reorganization or for the appointment of a receiver, custodian or trustee, or for the arrangement of debts under any state or federal statute relating to debtor protection or insolvency, and further that Landlord is not insolvent and will not be rendered insolvent by the consummation of the transaction contemplated by this Lease. (g) Landlord represents and warrants that it has received no notice of any violations of building, fire, air pollution, or Environmental Law and that Landlord has no knowledge of any suits or judgments threatened or pending relating to violations at the Premises or any portion of the Premises of any such laws, ordinances and regulations. (h) Landlord represents and warrants that there are no agreements which are not reflected on title to the Project relating special taxes or assessments pending and/or unpaid with respect to any such improvement districts, special assessments, state improvements not yet completed on the Premises; (i) Landlord represents and warrants that there are no parties that have any rights to possession of any part of the Premises other than Landlord or local impact fees, or actions in eminent domain or condemnation that have any leases to which Landlord, or any affiliate or predecessor portion of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building other than as provided in this Lease. (j) Landlord represents and Land warrants that there are free of no written or oral service agreements or other contracts or leases with respect to the presence Property or any part thereof, except this Lease. (k) Landlord represents and warrants that there are no underground storage tanks on the Premises or any condition on the Premises which materially violates the terms of any Hazardous Materials applicable environmental law. (including without limitation asbestos l) Landlord represents and warrants that there are no asbestos-containing materials on the Premises. (m) Landlord represents and warrants that between the date of this Lease and the Commencement Date that it will not enter into any leases, service agreements or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in other contracts with respect to the Premises, Buildingwhich will be effective beyond the Commencement Date without express written consent of Tenant, or Land and will indemnifywhich consent shall not be unreasonably withheld; provided, defend and hold however, the Tenant harmless from and against any loss or damage arising out of or relating shall not be required to consent to any hazardous materials agreement which will terminate on or before the Commencement Date. All representations made by Landlord in this Article XXIII shall survive the Premisesexecution of this Lease and, Buildingif later, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)Commencement Date.

Landlord’s Representations and Warranties. (a) As of the date hereof, all documents, correspondence, memoranda, data and other information in Landlord's possession or control relating to the pending real estate tax appeal for the Building have been provided to or otherwise made available to the Tenant for its review. (b) Landlord represents warrants to Tenant that the Tenant Finish Work shall be of good quality and free from any defects in materials and workmanship for a period of one (1) year from and after Substantial Completion of the Tenant Finish. (c) Landlord represents, warrants and covenants that, to the best of its knowledge: (i) fee title to the Land, Building Property is in compliance with all Legal Requirements as of the date hereof and will be in compliance with a Legal Requirements as of the Commencement Date. The Phase 2 Premises is vested will be in Landlord; compliance with all Legal Requirements as of the Phase 2 Premises Commencement Date. The Phase 3 Premises will be in compliance with all Legal Requirements as of the Phase 3 Premises Commencement Date; (ii) Landlord has good and marketable fee simple title to the authority Property. The only mortgage encumbering the Property is held Wachovia Bank, N.A., which mortgage is in full force and effect without any default or allegation of default on the part of Landlord. Prior to enter into the execution of this Lease and its execution and delivery by Lease, Landlord has been duly authorized; delivered to Tenant Landlord's Title Policy for the Property. Other than the mortgage currently held by Wachovia Bank, N.A., Landlord is not aware of any encumbrances or liens affecting the Property, other than as set forth on the Title Policy previously delivered to Tenant; (iii) to Landlord’s knowledgeno litigation, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state administrative or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing other proceedings are pending or threatened involving Landlord or the Property other than the tax appeal referred to above or an action involving the current tenant on the Property; (iv) No public improvement work has been commenced or completed for which an assessment for public improvements has been or can be imposed; and (v) Landlord intends to re-use only those items, materials and/or equipment identified in Schedule F ("Re-Used Items") in connection with the renovation and not reflected on title, and there are no agreements which are not reflected on title construction of the Premises. Prior to the Project relating to Commencement Date Landlord will provide a written list of any such improvement districtsitems, special assessmentsmaterials and/or equipment other than those listed in Schedule F that are re-used in connection with the renovation and construction of the Premises. All items listed, state or local impact feestogether with any items, or actions materials and equipment not listed but that are used in eminent domain or condemnation to which Landlord, or any affiliate or predecessor connection with the renovation and construction of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building shall be deemed to be added to and Land are free part of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)."Re-Used Items" listed on Schedule F.

Landlord’s Representations and Warranties. Landlord represents and warrants to Tenant that (ia) fee as of the date Landlord acquires title to the LandProperty, Building Landlord shall own good and marketable fee simple title to the Premises is vested in Landlordsubject only to the Title Exceptions; (iib) as of the Effective Date, Landlord has the full power and authority to enter into execute and deliver this Lease and to perform its execution obligations hereunder, and delivery this Lease has been authorized, executed and delivered by all necessary action of said limited liability company, and this Lease is binding on and enforceable against Landlord in accordance with its terms; (c) upon Substantial Completion of the Building and other Improvements, the Building and all other Improvements and the Tenant Improvements will comply in all material respects with the Requirements; (d) as of the Effective Date and as of the date of Substantial Completion of all the Improvements and the Tenant Improvements no litigation or proceedings are pending, or to the best of Landlord’s actual knowledge are threatened, against Landlord or the Property or Premises which have or will have a material adverse effect on the ability of Landlord to perform Landlord’s obligations pursuant to, and as contemplated by, the terms and provisions of this Lease; (e) the condition of the Building, Improvements and Tenant Improvements, as of the date of Substantial Completion, will conform in all material respects with all insurance requirements affecting the Building, Improvements and Tenant Improvements; (f) as of the Effective Date and as of the date of Substantial Completion of all the Improvements and the Tenant Improvements , there will be no presently pending or levied special assessments, or any other public or quasi-public assessments or lien payments (except general real estate taxes), that could be passed through to Tenant as Taxes under this Lease, and Landlord has been duly authorizedreceived no notice of any such assessments or payments; (iiig) with respect to Landlord’s knowledgethe Building, Improvements and Tenant Improvements, the Project, condition of the Building, the Improvements and Premises comply with all covenantsTenant Improvements, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement Building, Improvements and Tenant Improvements achieve Substantial Completion, will not violate the Title Exceptions; (h) to the best of Landlord’s actual knowledge, as of the Project was filed with the City Effective Date, no condemnation of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any portion of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence nor any condemnation or relocation of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in roadways abutting the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless nor any denial of access to the Premises from and against any loss or damage arising out point of or relating access to any hazardous materials in the Premises, Building, will have commenced or Land except those brought thereon will have been threatened by any governmental or quasi-governmental authority. The representations and warranties of Landlord under this Section 44 will survive for two (2) years after Substantial Completion of all the Improvements and Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)Improvements.

Landlord’s Representations and Warranties. Section 45.01. Landlord hereby represents to Tenant that and warrants as follows: (ia) fee title to the Landthere are, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; (iii) to Landlord’s knowledge, the Project, Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that hereof, no actions, suits or proceedings pending, or, to the completed application for land use entitlement best knowledge of Landlord, threatened against or affecting Landlord at law or in equity or before any Legal Authorities which would impair Landlord's ability to perform its obligations under this Lease; (b) this Lease has been duly authorized and executed by Landlord and constitutes the legal, valid and binding obligation of Landlord; (c) the consummation of the Project was filed with transactions hereby contemplated and the City performance of Seattle; (iv) all Building Systems (as defined this Lease will not result in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge and except as previously disclosed by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state any breach or local impact feesviolation of, or actions in eminent domain constitute a default under, any lease, bank loan or condemnation credit agreement to which are currently assessed againstLandlord is a party; (d) as of the date hereof, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received any written notice that of and, to the best knowledge of Landlord, Landlord is not in default under any Superior Lease, Mortgage and/or any other instrument of record beyond the expiration of any applicable notice and grace periods provided for the same in such documents affecting the Premises as of the foregoing are date hereof; (e) as of the date hereof, Landlord has not received any written notice from any Legal Authority regarding violations of law or municipal or zoning ordinances or requirements affecting the Premises as of the date hereof; (f) for so long as all highways, streets and roads at the Project have not been dedicated to the public, Landlord shall enforce all of its access rights thereto so that such access rights shall be made available to Tenant and cause all highways, streets and roads located within the Project to be maintained in a manner comparable to that of other first class office developments located in Xxxxxx County, New Jersey; (g) Landlord is the beneficiary of easements and other agreements of record which provide for unrestricted, non-exclusive access to and from any present and future location of the parking facility or facilities serving the Premises; (h) as of the date hereof, Landlord has received no written notice of any pending or threatened and contemplated condemnation proceedings affecting the Premises or any part thereof; (i) During the term of the Financial Agreement, Landlord will not reflected on title, and there are no agreements through any action breach the Financial Agreement so as to cause Mid Xxxxxx to lose its status as an "urban renewal association" as such term is used in the statutory act pursuant to which are not reflected on title a Xxxx Xxxxx tax abatement has been granted with respect to the Project relating Real Property and will not relinquish any rights to any such improvement districtsthe tax exemption provided in the Financial Agreement; (j) Landlord has received no written notice of the termination of the Financial Agreement; and (k) Landlord represents and warrants that, special assessments, state or local impact fees, or actions in eminent domain or condemnation prior to which Landlord, or any affiliate or predecessor of Landlord the time Tenant is a party; ready to use and (vi) except as previously disclosed by Landlord to Tenant in writing, occupy the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premisessecure, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described extent then required for such occupancy of Tenant, all permits which are prerequisites to obtaining a Certificate of Occupancy, including the so-called " wet sewer permit", subject, however, to completion of all Tenant's Work as may also be required in Exhibit C-1) (“Landlord’s Warranty Repairs”)order to obtain such Certificate of Occupancy.

Landlord’s Representations and Warranties. Landlord represents represents, warrants and covenants to Tenant that that: (i) fee title to the Land, Building and Premises is vested in Landlord; (iia) Landlord has the legal power, right and authority to enter into this Lease and its execution and delivery the instruments to be executed by Landlord pursuant to this Lease, and to consummate the transactions contemplated hereby. (b) All requisite corporate action has been duly authorized; taken by Landlord in connection with Landlord’s execution of this Lease and the instruments to be executed by Landlord pursuant to this Lease and the consummation of the transactions contemplated hereby. (iiic) The individuals executing this Lease and the instruments to be executed by Landlord pursuant to this Lease on behalf of Landlord, have the legal power, right and actual authority to bind Landlord to the terms and conditions of this Lease and such instruments. (d) Neither the execution of this Lease nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any agreement, document, instrument, or other obligation to which Landlord is a party or by which Landlord may be bound, or under any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Landlord or to the Property or result in the acceleration of any encumbrance pertaining to the Property. (e) There is no claim, action, litigation, arbitration, material dispute or other proceeding pending against Landlord which relates to the Property, the demised premises or the transactions contemplated hereby except as disclosed in writing to Tenant and, to Landlord’s actual knowledge, there is currently no governmental investigation, threatened litigation or arbitration proceedings to which Landlord is, or would be, a party which relates or would relate to the ProjectProperty or the demised premises. (f) No attachments, Buildingexecution proceedings, and Premises comply with all covenantsassignments for the benefit of creditors, conditionsinsolvency, restrictions and encumbrancesbankruptcy, and all applicable rulesreorganization or other proceedings are pending or threatened against Landlord nor are any of such proceedings contemplated by Landlord. (g) There are no pending or, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) to Landlord’s knowledge actual knowledge, contemplated condemnation or annexation proceedings affecting the Property or the demised premises or any part thereof. (h) Landlord has not received any notice of any violations, and except as previously disclosed by Landlord to Tenant Landlord’s actual knowledge, without inquiry, the Property and the demised premises is not in writing, there are currently no local improvement districts, special assessmentsviolation of any federal, state or local impact feeslaw, ordinance or actions in eminent domain or condemnation which are currently assessed against, encumber or affect the Land and which are not currently reflected on title to the Project, and Landlord has not received written notice that any of the foregoing are pending or threatened and not reflected on title, and there are no agreements which are not reflected on title to the Project regulation relating to any such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (“Hazardous Materials”), industrial hygiene or the environmental conditions on, under or about the Property or the demised premises including, but not limited to, soil and ground water condition. Hazardous Materials shall mean any flammable explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances and other related materials including without limitation asbestos any substances defined as or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials included in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out definition of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”).hazardous

Landlord’s Representations and Warranties. Landlord represents and warrants (the "Condition Warranties") to Tenant that as of the Commencement Date the following portions of the Building shall be in good condition (i.e. in an operable (but not new) state of repair, free of defects that would adversely affect Tenant's operation of its business in the Premises). (i) fee title to the LandHVAC system serving the Premises, Building and Premises is vested in Landlord; (ii) Landlord has the authority to enter into this Lease and its execution and delivery by Landlord has been duly authorized; roof of the Building, (iii) the main electrical supply to Landlord’s knowledgea main distribution point in the Building, (iv) the Project, working sanitary sewer lines to the Building, and Premises comply with all covenants, conditions, restrictions and encumbrances, and all applicable rules, regulations, statutes, ordinances, laws and building codes in effect as of the date that the completed application for land use entitlement of the Project was filed with the City of Seattle; (iv) all Building Systems (as defined in Section 8.1(b) below) are in reasonably good working order and condition; (v) water service to Landlord’s knowledge and the Building. The Condition Warranties shall terminate on a date one hundred eighty (180) days after the Commencement Date, except as previously disclosed to the extent that Tenant has delivered to Landlord within such 180-day period a written notice specifying in detail any defaults by Landlord to Tenant in writing, there are currently no local improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation which are currently assessed against, encumber or affect under the Land and which are not currently reflected on title to the ProjectCondition Warranties (a "Violation Notice"), and Landlord has not received written notice shall thereafter have absolutely no liability to Tenant for the inaccuracy of any Condition Warranty, except to the extent set forth in a Violation Notice. Landlord's liability for the correction of any defects described in a Violation Notice shall be subject to Landlord's reasonable right to dispute the claims set forth in any Violation Notice. Landlord's sole liability with respect to any breach of any Condition Warranty that is properly set forth in a timely delivered Violation Notice shall be to promptly correct such defect; Landlord shall have no liability for any of the foregoing are pending other loss, cost, damage, expense or threatened and not reflected on titlelost profit in connection with such breach, and there are Tenant shall have no agreements which are not reflected on title to the Project relating right to any abatement or offset of Rent in connection with such improvement districts, special assessments, state or local impact fees, or actions in eminent domain or condemnation to which Landlord, or any affiliate or predecessor of Landlord is a party; and (vi) except as previously disclosed by Landlord to Tenant in writing, the Premises, Building and Land are free of the presence of any Hazardous Materials (including without limitation asbestos or asbestos containing materials). Landlord will be responsible for removing any Hazardous Materials in the Premises, Building, or Land and will indemnify, defend and hold Tenant harmless from and against any loss or damage arising out of or relating to any hazardous materials in the Premises, Building, or Land except those brought thereon by Tenant or its agents, employees or contractors. Furthermore, for the first twelve (12) months of the Term, Landlord shall warrant at its sole cost and expense (and not includable as Operating Expenses) all Building service and utility systems (including but not limited to the Base Building elements described in Exhibit C-1) (“Landlord’s Warranty Repairs”)breach.