Common use of No Representations by Landlord Clause in Contracts

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant acknowledges and agrees that Tenant is currently in possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices).

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's ’s business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same “as is”, and acknowledges and agrees that Tenant is currently in the taking of possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of by Tenant shall be conclusive evidence that the Premises shall be governed by (i) and the terms of Project were in good and satisfactory condition at the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Datesuch possession was so taken. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant (a) it has been advised by Landlord or and/or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”)Act, and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject permitted use, and (b) Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the terms same relate to Tenant’s occupancy of the Umbrella Agreement, all Premises. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged in this Lease. Landlord represents that the Premises has not been inspected by a Certified Access Specialist, and has not been determined to meet all applicable construction-related accessibility standards pursuant to Section 55.53 of the Civil Code of the State of California. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, gas electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the Landlord’s Work shall be complete, operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required conditioncost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through and the date Landlord’s Work that is twelve occurs within one (121) months from year after the date of completion of such corrections, repairs, as set forth in a writing by LandlordCommencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, of Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents shall perform to Tenant, that ’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and as of the Commencement Date: (a) Landlord is Date that the sole fee simple owner of the Building, Building and the Premises and the Project and, subject to the terms (including all of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (cWork) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to shall comply with all applicable laws, ordinancesregulations and codes, statutesincluding the Americans with Disabilities Act, orders and that Landlord shall promptly upon written notice, at its sole cost, correct any noncompliance with such warranty; provided however, and without limiting the provisions of Section 9.1 below, it is expressly acknowledged by Tenant that said warranty shall not apply to: (1) any changes, modifications, amendments, or regulations applicable to enactments of any law after the ProjectCommencement Date, Building and Common Areas at Landlord's cost or (except to the extent permitted to be included in Building Operating Expenses 2) any specific or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific unique use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease belowby Tenant, or (z3) such compliance is otherwise Tenant's express obligation pursuant any changes, alterations, modifications or improvements to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid conducted by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)after the Commencement Date.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation ------------- no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant in the condition which shall exist on the Commencement Date "as is" (subject to the Existing Lease andprovisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in accordance with order to prepare the Umbrella Agreement, Premises for Tenant's lease of the Premises occupancy, except that Landlord, at its expense, shall be governed by (i) construct a demising wall in the terms of the Existing Lease for the period of time occurring prior to the Commencement DatePremises, and (ii) touch up and repair paint and wall coverings in the terms Premises where damaged ("Landlord's Work"). --------------- Section 19.2. Landlord has made and makes no representation as to the date ------------- on which it will complete Landlord's Work. No delay in completing Landlord's Work shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from and after the Commencement DateLandlord's Work shall be prosecuted with due diligence; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary in the foregoing (but subject Commencement Date to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive complete Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) Work and the suitability payment of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings Fixed Rent and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Escalation Rent shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Dateaffected thereby. Landlord covenants and Tenant agree to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing cooperate with each other in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement good construction practice and any extensions thereof. Landlord shall, at its sole cost and as Tenantscheduling to permit Landlord's sole remedy for any failure of any of the same Work to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance performed simultaneously with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Initial Alterations.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of Tenth Floor Space in the Existing Lease for the period of time occurring prior to condition which shall exist on the Commencement Date, Date and (ii) the Seventh Floor Space in the condition which shall exist on the Seventh Floor Space Commencement Date, in either case "as is" (subject to the provisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant's occupancy except for (x) the items with respect to the Tenth Floor Space (the "Tenth Floor Space Landlord's Work") set forth on Exhibit "H" attached hereto and made a part hereof, and (y) the items with respect to the Seventh Floor Space (the "Seventh Floor Space Landlord's Work") set forth on Exhibit "I" attached hereto and made a part hereof (the Tenth Floor Space Landlord's Work or the Seventh Floor Space Landlord's Work, as the case may be, being referred to herein as "Landlord's Work"). Section 19.2. Subject to the terms of Section 3.6 hereof and this Section 19.2, Landlord has made and makes no representation as to the date on which it will complete Landlord's Work. Except as set forth herein, no delay in completing Landlord's Work shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring Landlord's Work shall be prosecuted with due diligence from and after the Commencement Date or the Seventh Floor Space Commencement Date, as the case may be; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary Commencement Date or the Seventh Floor Space Commencement Date, as the case may be, to perform Landlord's Work and except as set forth herein the payment of Fixed Rent and Escalation Rent shall not be affected thereby. Landlord and Tenant shall cooperate in good faith in connection with scheduling and sequencing Tenant's performance of the foregoing (but subject Initial Alterations with Landlord's performance of Landlord's Work. Landlord shall use commercially reasonable efforts to complete Landlord's Work on or prior to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Applicable Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Work Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of this Section 19.2, if Landlord does not Substantially Complete Landlord's Work on or prior to the Umbrella AgreementApplicable Landlord's Work Date therefor, all understandings and agreements heretofore made between then (a) Landlord shall use its diligent efforts to complete Landlord's Work as promptly as reasonably practicable after such date, (b) such failure by Landlord to so Substantially Complete such Landlord's Work shall not extend the parties hereto are merged in this Lease. Notwithstanding the foregoingTerm except as expressly provided herein, (c) except as otherwise expressly set forth provided in the Leasethis Section 19.2, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any Landlord's aforesaid failure of any to Substantially Complete such Landlord's Work on or prior to the Applicable Landlord's Work Date therefor, (I) with respect to the Tenth Floor Space, Tenant shall receive a one (1) day abatement of the same Rental due hereunder with respect to be in the required condition, be responsible Tenth Floor Space for correcting or repairing any defect or deficiency in each day from and after the Applicable Landlord's Work Date that Landlord fails to Substantially Complete Landlord's Work with respect to the Tenth Floor Space and such utilities and building systems through failure actually delays Tenant's performance of the date Tenth Floor Space Initial Alterations (it being agreed that is twelve (12) months from the date of completion Tenant shall give Landlord reasonable evidence of such correctionsactual delay), repairs(II) with respect to the Seventh Floor Space, as set forth in a writing the Seventh Floor Space Rent Commencement Date shall be adjourned by one (1) day for each day from and after the Applicable Landlord, provided 's Work Date that Landlord fails to Substantially Complete Landlord's Work with respect to the Seventh Floor Space and such repairs are not required as a result failure actually delays Tenant's performance of the negligence or willful misconduct of, or misuse Seventh Floor Space Initial Alterations (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, it being agreed that Tenant or Tenant’s agents, subcontractors, or assigns. In addition, shall give Landlord represents to Tenant, that as reasonable evidence of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Datesuch actual delay), and (iiIII) all MAC Surviving Liabilities; the Expiration Date shall be adjourned by one (b1) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent day for (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices).each day

No Representations by Landlord. Tenant agrees that neither (a) Neither Landlord nor any agent of Landlord has Landlord's agents have made any representation representations or warranty as promises with respect to the conduct physical condition of Tenant's business the building, the land upon which it is erected or the suitability Demised Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Demised Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant acknowledges has inspected the building and the Demised Premises and is thoroughly acquainted with their condition and agrees to take the same "as is" and acknowledges that Tenant is currently in the taking of possession of the Demised Premises pursuant by Tenant shall be conclusive evidence that the same and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Datelatent defects. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all All understandings and agreements heretofore made between the parties hereto are merged in this Lease, which, along with the attached Rider, fully and completely expresses the agreement between Landlord and Tenant. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. (b) Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject foregoing to the terms of the Umbrella Agreementcontrary, Landlord hereby represents and warrants that: (i) it is the parties acknowledge holder of a good and agree that the representations, warranties, and covenants made by Existing Landlord pursuant marketable fee interest to the express terms Demised Premises and the building of Section 8.4 of which the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and Demised Premises forms a part; (ii) its has the right, power and authority to make, execute and deliver this Lease; (iii) there are no contracts, agreements, restrictions, covenants, encumbrances, operating agreements or easements to which Landlord represents is a party which will materially affect Tenant's rights or increase Tenant's obligations under this Lease; (iv) all structural components and warrants to Tenant that to Landlord’s actual present knowledgethe heating, without duty of investigation or inquiry, except for ventilating and air conditioning systems servicing the “Outstanding Items” defined in Demised Premises and the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and are in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (dv) Landlord has provided to Tenant the building of which the Demised Premises forms a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply part conforms with all applicable federal, state and local laws, ordinancesregulations, statutescodes, orders or regulations applicable to the Projectrules, Building ordinances and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)guidelines.

No Representations by Landlord. Tenant agrees that neither SECTION 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant in the condition which shall exist on the Commencement Date "as is" (subject to the Existing Lease andprovisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in accordance with order to prepare the Umbrella Agreement, Premises for Tenant's lease of the Premises occupancy, except that Landlord, at its expense, shall be governed by (i) construct a demising wall in the terms of the Existing Lease for the period of time occurring prior to the Commencement DatePremises, and (ii) touch up and repair paint and wall coverings in the terms Premises where damaged ("LANDLORD'S WORK"). SECTION 19.2. Landlord has made and makes no representation as to the date on which it will complete Landlord's Work. No delay in completing Landlord's Work shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from and after the Commencement DateLandlord's Work shall be prosecuted with due diligence; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary in the foregoing (but subject Commencement Date to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive complete Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) Work and the suitability payment of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings Fixed Rent and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Escalation Rent shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Dateaffected thereby. Landlord covenants and Tenant agree to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing cooperate with each other in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement good construction practice and any extensions thereof. Landlord shall, at its sole cost and as Tenantscheduling to permit Landlord's sole remedy for any failure of any of the same Work to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance performed simultaneously with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Initial Alterations.

No Representations by Landlord. Tenant agrees that neither Section 21.1. Landlord nor any agent of Landlord has and Landlord’s agents have made any representation no representations, warranties or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant on the Commencement Date in its “as is” but vacant and broom-clean condition, except that Landlord’s Pre-Delivery Work shall be Substantially Complete therein. Except for the completion of any Punchlist Items and Landlord’s Post-Delivery Work, Landlord shall have no obligation to perform any other work or make any other installations in order to prepare the Existing Lease and, in accordance with Premises for Tenant’s occupancy. The taking of occupancy of the Umbrella Agreement, Tenant's lease whole or any part of the Premises by Tenant shall be governed by conclusive evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Building were in good and satisfactory condition at the time such occupancy was so taken and that the Premises were substantially as shown hatched on Schedule A. The foregoing is not intended to relieve Landlord of (i) the terms of the Existing its ongoing repair, maintenance, restoration and compliance with Laws obligations under this Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms obligation to correct latent defects in Landlord’s Pre-Delivery Work or Landlord’s Post-Delivery Work of this Lease for the period of time occurring from and which Tenant has notified Landlord within six (6) months after the Commencement Date; providedSubstantial Completion of such work, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive at Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC ’s sole cost and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Leaseexpense. Notwithstanding the foregoing, except as otherwise expressly set forth in upon the Lease, and subject to the terms Substantial Completion of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella AgreementPost-Delivery Work, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) Building Systems serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises order and the Project and, subject to the terms roof free of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Leaseleaks. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided All references in this Lease and does not relate to those portions the consent or approval of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance Landlord shall be performed deemed to mean the written consent or approval executed by Landlord and the reasonable out-of-pocket costs incurred by no other consent or approval of Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)effective for any purpose whatsoever.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant in the condition which shall exist on the Commencement Date "as is" (subject to the Existing Lease andprovisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in accordance with order to prepare the Umbrella Agreement, Premises for Tenant's lease of occupancy except that Landlord shall perform at Landlord's cost and expense, the Premises shall be governed by items set forth on Exhibit "B" attached hereto and made a part hereof (i"Landlord's Work"). (A) the terms of the Existing Lease for the period of time occurring prior Landlord has made and makes no representation as to the Commencement Date, date on which it will complete and (ii) Landlord's Work. No delay in completing Landlord's Work shall in any way affect the terms validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from Landlord's Work shall be prosecuted with due diligence, in a good and after the Commencement Dateworkerlike manner and in compliance with Requirements; provided, however, that notwithstanding nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord and Tenant agree to cooperate with each other in accordance with good construction practice and scheduling to permit the Initial Alterations to be performed simultaneously with Landlord's Work. Landlord shall have the right to enter the Premises, subject to the provisions of Article 14 hereof, subsequent to the Commencement Date to complete Landlord's Work and the payment of Fixed Rent and Escalation Rent shall not be affected thereby. (B) Notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse contained herein (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards thereforSection 19.2(A) byhereof), Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed if (i) the Existing Lease on the Commencement Date, and Landlord shall fail to Substantially Complete item (ii1) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses Work on or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of before the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following after the Commencement Date (subject to extension by reason of Unavoidable Delays), or (ii) Landlord shall fail to Substantially Complete item (2) of Landlord's Work on or before the date that shall be thirty (30) days after the date on which Tenant takes occupancy of the Premises for the conduct of its business (subject to extension by reason of Unavoidable Delays), then provided Landlord's failure to Substantially Complete such work did not result from any delays caused by Tenant, Tenant's receipt agents, employees, invitees, contractors or licensees, the Rent Commencement Date shall be delayed (without duplication) beyond the date referred to in the definition of an invoice therefor together "Rent Commencement Date" one (1) day for each day, if any, that such item(s) of Landlord's Work are not Substantially Completed. (A) If Tenant during the performance of the Initial Alterations shall uncover or discover any asbestos or asbestos-containing materials (collectively, "ACM") in the Premises which are required by Requirements to be abated by removal, enclosure or encapsulation then Landlord, at its cost and expense, shall promptly commence and diligently proceed to xxxxx the same in accordance with reasonable supporting documentation substantiating all applicable Requirements, except that in no event shall Landlord be required to remove, encapsulate or otherwise xxxxx any ACM which is contained in column enclosures. Upon the uncovering or discovery of any such costs ACM, Tenant shall immediately vacate the Premises (e.g.or the affected portion, paid invoices)if in the judgment of Landlord and Landlord's certified asbestos removal contractor, it is possible for persons to safely remain in any other portion of the Premises) and shall cause all of its contractors, subcontractors, mechanics, materialmen, laborers and all other parties to do the same. Tenant shall have no right to re-enter the Premises (or such affected portion) until all of such ACM shall have been abated as aforesaid by Landlord in accordance with all applicable Requirements. (B) If Tenant shall discover ACM in the performance of its Initial Alterations and Tenant shall actually be delayed in the performance and completion of the Initial Alterations in the entire Premises by reason of its discovery of ACM in the Premises, Tenant's vacating the entire Premises, and Landlord's removing of such ACM as aforesaid, then the Rent Commencement Date shall be postponed one day for each day Tenant is so delayed in the completion of the Initial Alterations. If Tenant shall not be required to vacate the entire Premises, but only a portion of the Premises and Tenant shall actually be delayed in the performance and completion of the Initial Alterations with respect to such portion of the Premises which Tenant is required to vacate, then the Rent Commencement Date shall not be postponed, but rather, the Fixed Rent and Escalation Rent appropriately prorated for such portion of the Premises which Tenant is required to vacate shall be abated for a period equal to the number of days for which Tenant is delayed in the performance and completion of the Initial Alterations in such portion of the Premises.

No Representations by Landlord. Tenant agrees that neither Neither Landlord nor any agent or employee of Landlord has made any representation representations or warranty as promises with respect to the conduct of Tenant's business Premises or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that Building except as herein expressly set forth, and no rightsright, privileges, easements or licenses are acquired by Tenant except as herein expressly set forth. No exhibit attached to this Lease nor any other materials provided by implication Landlord shall constitute a warranty or otherwise agreement as to the configuration of the Building or the occupants thereof. Landlord reserves the right from time to time to modify the Building, including common areas, appurtenances and rentable areas, without in any case reducing the obligations of Tenant hereunder. Tenant has no right to light or air over any premises adjoining the Building. Tenant, by taking possession of the Premises, shall accept the same "as is" except as expressly set forth in the provisions of this Lease. Tenant acknowledges and agrees that Tenant is currently in possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate such taking of possession shall be conclusive evidence that the Premises and the Building are in good and satisfactory condition at the time of such taking of possession. In addition to those portions and without limitation of the immediately preceding sentence, Tenant agrees that it is leasing the Premises that Tenant is required to maintain on an "AS IS", "WHERE IS" and repair under Section 12.1.1 of this Lease below"WITH ALL FAULTS" basis, then correction of the non-compliance shall be performed based upon its own judgment, and hereby disclaims any reliance upon any statement or representation whatsoever made by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenantor Landlord's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g.agent. LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE PREMISES, paid invoices)THE PROJECT OR ANY PART THEREOF, EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PRATICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE INABILITY TO USE THE PREMISES, THE BUILDING OR ANY PART THEREOF.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant to in the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises condition which shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to exist on the Commencement Date, and Date "as is" (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under provisions of Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”4.1 hereof), and zoning) and the suitability of Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant’s Permitted Uses. Subject to 's occupancy. (A) If Tenant during the terms performance of the Umbrella AgreementInitial Alterations shall uncover or discover any asbestos or asbestos-containing materials (collectively, "ACM") in the Premises which are required by Requirements to be abated by removal, enclosure or encapsulation then Landlord, at its cost and expense, shall promptly commence and diligently proceed to xxxxx the same in accordance with all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoingapplicable Requirements, except as that in no event shall Landlord be required to remove, encapsulate or otherwise expressly set forth xxxxx any ACM which is contained in column enclosures. Upon the uncovering or discovery of any such ACM, Tenant shall immediately vacate the Premises (or the affected portion, if in the Leasejudgment of Landlord and Landlord's certified asbestos removal contractor, it is possible for persons to safely remain in any other portion of the Premises) and shall cause all of its contractors, subcontractors, mechanics, materialmen, laborers and all other parties to do the same. Tenant shall have no right to re-enter the Premises (or such affected portion) until all of such ACM shall have been abated as aforesaid by Landlord in accordance with all applicable Requirements. (B) If Tenant shall discover ACM in the performance of its Initial Alterations and Tenant shall actually be delayed in the performance and completion of the Initial Alterations in the entire Premises by reason of its discovery of ACM in the Premises, Tenant's vacating the entire Premises, and subject to Landlord's removing of such ACM as aforesaid, then the terms Rent Commencement Date shall be postponed one day for each day Tenant is so delayed in the completion of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Initial Alterations. If Tenant shall not be limited or modified by required to vacate the terms entire Premises, but only a portion of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and Tenant shall actually be delayed in the Project and, subject to the terms performance and completion of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) Initial Alterations with respect to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use such portion of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that which Tenant is required to maintain and repair under Section 12.1.1 of this Lease belowvacate, then correction the Rent Commencement Date shall not be postponed, but rather, the Fixed Rent and Escalation Rent appropriately prorated for such portion of the non-compliance Premises which Tenant is required to vacate shall be performed by Landlord abated for a period equal to the number of days for which Tenant is delayed in the performance and completion of the reasonable out-of-pocket costs incurred by Landlord Initial Alterations in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt such portion of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)the Premises.

No Representations by Landlord. Tenant agrees that neither Section 21.1 Landlord nor any agent of Landlord has and Landlord’s agents have made any representation no representations, warranties or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (its “as is” but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the broom-clean condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and vacant and free of occupants, with Landlord’s Work Substantially Completed. Subject to the performance of Landlord’s Work, Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Building were in good and satisfactory condition at the time such occupancy was so taken and that the Premises were substantially as shown on Schedule A, but subject to the performance by Landlord of the items on Tenant’s Punchlist, and except that if Tenant notifies Landlord in writing of any latent defects in Landlord’s Work within four (ii4) all MAC Surviving Liabilities; months after Tenant occupies the Premises for the conduct of its business, Landlord shall remedy such latent defects (bunless such defect was caused by Tenant or Persons Within Tenant’s Control during the performance of any Alterations). The foregoing is not intended to relieve Landlord from its ongoing repair, maintenance and compliance with Laws obligations under this Lease. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval executed by Landlord and no other consent or approval of Landlord shall be effective for any purpose whatsoever. Promptly following the conclusion of the four (4) month period after Tenant occupies the Premises for the conduct of its business, Landlord shall assign to Tenant the benefit of any contractors’ or manufacturers’ warranties applicable to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Work.

No Representations by Landlord. Tenant agrees that neither Neither Landlord nor any agent of Landlord has Landlord's agents have made any representation representations or warranty as promises with respect to the conduct physical condition of Tenant's business the building, the land upon which it is erected or the suitability Leased Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant acknowledges has inspected the building and the Leased Premises and is thoroughly acquainted with their condition, and agrees to take the same "as is" and acknowledges that Tenant is currently in the taking of possession of the Leased Premises pursuant by Tenant shall be conclusive evidence that the Leased Premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to the Existing Lease and, in accordance with the Umbrella Agreement, latent defects. Tenant's lease acceptance of the Premises shall not be governed by conditioned upon completion and correction of punch list items and latent defects which do not materially interfere with Tenant's ability to occupy the Leased Premises and conduct its business. Landlord shall complete the items on the punch list with reasonable diligence, but in any event within thirty (i30) days after the terms preparation of the Existing Lease for the period of time occurring prior punch list. Tenant shall not be required to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability pay for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered Landlord imposed plan review charges, engineering review charges, barricade fees, signage fees or first accrues after the Commencement Dateother construction-related charges. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding contract, which alone fully and completely expresses the foregoingagreement between Landlord and Tenant and any executory agreement hereafter made shall be ineffective to change, except as otherwise expressly set forth modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the Lease, and subject to the terms party against whom enforcement of the Umbrella Agreementchange, (i) the parties acknowledge and agree that the representationsmodification, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited discharge or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that abandonment is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)sought.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant in the condition which shall exist on the Commencement Date "as is" (subject to the Existing Lease andprovisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in accordance with order to prepare the Umbrella Agreement, Premises for Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease occupancy except for the period of time occurring prior items set forth on Exhibit "B" attached hereto and made a part hereof ("Landlord's Work"). Section 19.2. Landlord has made and makes no representation as to the Commencement Date, and (ii) date on which it will complete Landlord's Work. No delay in completing Landlord's Work 57 shall in any way affect the terms validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from and after the Commencement DateLandlord's Work shall be prosecuted with due diligence; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary in the foregoing (but subject Commencement Date to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive complete Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) Work and the suitability payment of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings Fixed Rent and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Escalation Rent shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Dateaffected thereby. Landlord covenants and Tenant agree to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing cooperate with each other in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement good construction practice and any extensions thereof. Landlord shall, at its sole cost and as Tenantscheduling to permit Landlord's sole remedy for any failure of any of the same Work to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance performed simultaneously with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Initial Alterations.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant acknowledges and agrees The parties hereby acknowledge that Tenant is currently in possession of the Premises pursuant to the Existing Lease andPremises. Except as otherwise set forth in this Lease, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, Tenant agrees that notwithstanding anything to the contrary in the foregoing (but subject to the certifications Landlord has made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered warranties or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself representations with respect to the condition Premises and Tenant accepts the Premises “as is” as of the date hereof. Landlord hereby represents and warrants that Landlord is the sole holder and owner of fee simple title to the Land and the Premises, and that, as of the date hereof, there are no mortgages, deeds of trust, ground leases or underlying leases encumbering the Premises, except the (a) Building Loan Mortgage and Security Agreement, dated May 31, 2000, from Landlord, as mortgagor, to Fleet Bank, National Association, as mortgagee, in the original principal amount of $1,250,000 and (b) Land Mortgage and Security Agreement, dated May 31, 2000, from Landlord, as mortgagor, to Fleet Bank, National Association, as mortgagee, in the original principal amount of $2,240,000, (c) which mortgages described in clauses (a and (b) were consolidated to form a single lien in the consolidated principal amount of $3,278,132 pursuant to an Agreement of Consolidation of Notes and Mortgages and Modification of the Consolidated Mortgage, dated April 30, 2002, between Landlord and Fleet National Bank f/k/a Fleet Bank, National Association n/k/a Bank of America, N.A., and (d) which consolidated mortgages described in clause (c) were modified pursuant to a Mortgage Modification Agreement, dated of even date with this Lease, between Bank of America, N.A. (successor by merger to Fleet National Bank f/k/a Fleet Bank, National Association) (such mortgages as so consolidated and modified, the “Bank of America Mortgage”; the bank of America Mortgage and any other mortgage encumbering the Premises (including or any part thereof from time to time, each a “Mortgage”; a Mortgage and all agreements, documents and instruments in connection with a Mortgage are, collectively, “Mortgage Documents”; and the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (holder of a Mortgage is a “ADAMortgagee”), and zoning) and the suitability . Each of the Premises for Tenant’s Permitted Uses. Subject person(s) executing this Lease on behalf of Landlord does hereby personally represent and warrant that Landlord is a duly organized and validly existing limited liability company, that Landlord is in good standing and qualified to do business in the terms State of New York, that Landlord has the Umbrella Agreementfull right, all understandings power and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in authority to enter into the Lease, and subject to the terms that each person signing on behalf of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises fully empowered and the Project and, subject authorized to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)do so.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees, subject to Landlord’s express obligations under this Lease, including Landlord’s Work, to take the same "as is", and acknowledges and agrees that Tenant is currently in the taking of possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of by Tenant shall be conclusive evidence that the Premises shall be governed by (i) and the terms of Project were in good and satisfactory condition at the Existing Lease for the period of time occurring prior to the Commencement Datesuch possession was so taken, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive such express Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date’s obligations. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant (a) it has been advised by Landlord or and/or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act ([“ADA”)], and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject permitted use, and (b) Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the terms same relate to Tenant’s occupancy of the Umbrella Agreement, all Premises. All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the Landlord’s Work (other than the roof and HVAC system) shall be complete, operational and in good working condition on the Commencement Date and that the portion of the Landlord’s Work that is the roof and HVAC system shall be complete, operational and in good working condition by that date which is 60 days prior to the First Rent Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) and Landlord Work in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required conditioncost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work through the date that is twelve (12) months from the date of completion of such corrections, repairs, and/or Landlord’s Work as set forth in a writing by Landlord, provided such repairs are not required as a result of the gross negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, of Tenant or Tenant’s agents, subcontractors, or assigns. Landlord shall perform to Tenant’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and as of the Commencement Date that the Building and the Premises (including all of Landlord’s Work) shall comply with all applicable laws, regulations and codes, including the ADA, and that Landlord shall promptly upon written notice, at its sole cost, correct any noncompliance with such warranty; provided however, and without limiting the provisions of Section 9.1 below, it is expressly acknowledged by Tenant that said warranty shall not apply to: (1) any changes, modifications, DOCSSB/108279v20/100382-1006 amendments, or enactments of any law after the Commencement Date, or (2) any specific or unique use of the Premises by Tenant outside the express permitted use set forth in Paragraph G of the Basic Provisions, or (3) any changes, alterations, modifications or improvements to the Premises conducted by Tenant after the Commencement Date. In addition, Landlord represents to Tenant, that as of the Commencement Datethat: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving LiabilitiesProject; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project, ; and (d) Landlord has provided to Tenant a copy Landlord’s actual present knowledge, without duty of investigation or inquiry, and except as described in that certain Phase I Environmental Site Assessment Report, prepared by EMG, dated August 2227, 2019 2001, there are no Hazardous Materials in or about the Building or the Premises, and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to (e) the contrary herein, Landlord covenants to comply Building and Premises shall be compliant with all applicable laws, ordinancesincluding, statutesbut not limited to, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing ADA as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Commencement Date.

No Representations by Landlord. Tenant agrees that neither Neither Landlord nor any agent of Landlord has Landlord’s agents have made any representation representations or warranty as promises with respect to the conduct physical condition of Tenant's business the Building, the land upon which it is erected or the suitability Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant acknowledges has inspected the Building and the Premises and is thoroughly acquainted with their condition and agrees to take the same “as is”, subject to the completion of Landlord’s Initial Work, and acknowledges that Tenant is currently in the taking of possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises by Tenant shall be governed by (i) conclusive evidence that the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the said Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability Building of which the Premises for Tenantsame form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects and the completion of work related to Landlord’s Permitted UsesInitial Work. Subject to the terms of the Umbrella Agreement, all All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding contract, which alone fully and completely expresses the foregoingagreement between Landlord and Tenant and any executory agreement hereafter made shall be ineffective to change, except as otherwise expressly set forth modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the Lease, and subject to the terms party against whom enforcement of the Umbrella Agreementchange, (i) the parties acknowledge and agree that the representationsmodification, warrantiesdischarge or abandonment is sought. Landlord warrants that, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 as of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this LeasePossession Date, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises no hazardous materials shall be operational and in good working condition on located at the Commencement DatePremises. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, shall at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, expense be responsible for correcting or repairing removing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs hazardous materials which are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving located at the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner Possession Date in violation of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)legal requirements.

No Representations by Landlord. Tenant agrees that neither Section 21.1 Landlord nor any agent of Landlord has and Landlord’s agents have made any representation no representations, warranties or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (its “as is” but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the broom-clean condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to vacant and free of occupants, with Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except Work Substantially Completed to the extent permitted required under Article 38, and except that Tenant acknowledges that it is in possession of the 2nd through 5th floors and the 11th and 12th floors of the Building and that Landlord shall not be obligated to be included in Building Operating Expenses deliver such space vacant, free of occupants or Project Operating Expenses), except broom-clean. Subject to the extent (x) performance of Landlord’s Work, Landlord shall have no obligation to perform any work or make any installations in order to prepare the requirement to comply with Premises for Tenant’s occupancy. The taking or continuation of occupancy of the same is triggered by Tenant's specific use whole or any part of the Premises (for other than general office useby Tenant shall be conclusive evidence, providedas against Tenant, that for purposes Tenant accepts possession of this clause (x) "general office use" shall include wellness room use the same and that the Premises and the Building were in good and satisfactory condition at the time such occupancy was so taken and that the Premises were substantially as shown on Schedule A, but subject to the extent such wellness room use complies with the zoning designations applicable to the Project existing as performance by Landlord of the date of this Lease), (y) Tenant items on Tenant’s Punchlist. The foregoing is responsible for such compliance pursuant not intended to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to relieve Landlord from its ongoing repair obligations under this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided All references in this Lease and does not relate to those portions the consent or approval of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance Landlord shall be performed deemed to mean the written consent or approval executed by Landlord and the reasonable out-of-pocket costs incurred by no other consent or approval of Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)effective for any purpose whatsoever.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation ------------- no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. Tenant shall accept possession of the Premises in the condition which shall exist on the Commencement Date "as is" (subject to the provisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises for Tenant's occupancy except for Landlord's Work (hereinafter defined). (A) Subject to the provisions of this Lease. Tenant acknowledges Section 19.2, ------------- Landlord, at its sole cost and agrees that Tenant is currently in possession of expense, shall perform the work set forth on Tenant's Final Plans (hereinafter defined) to prepare the Premises pursuant to the Existing Lease andfor Tenant's occupancy ("Landlord's Work") and such work shall be effected in a prompt and --------------- expeditious fashion, in a good and workmanlike manner and in accordance with all applicable laws, rules and regulations. In the Umbrella Agreement, event that Tenant shall request any changes to Tenant's lease Final Plans and the total cost of Landlord's Work (the "Total Cost") shall increase as a result of such change over the cost (the ----------- "Landlord's Amount") of Landlord's Work absent any changes by Tenant, then the ------------------ amount of such excess ("Tenant's Amount") shall be borne solely by Tenant. From --------------- and after the date upon which Landlord estimates in good faith that the Total Cost shall exceed Landlord's Amount (x) Landlord shall pay that portion of the Premises shall be governed by cost of Landlord's Work then due and payable in an amount equal to the product of (i) the terms portion of the Existing Lease for the period cost of time occurring prior to the Commencement DateLandlord's Work then due and payable, and (ii) a fraction, the terms numerator of which is any portion of Landlord's Amount not theretofore paid by Landlord and the denominator of which is the portion of such estimated Total Cost not theretofore paid by Landlord or Tenant, and (y) Tenant shall fund the balance of the portion of Total Cost then due and payable, on a pari passu basis as costs are actually incurred, upon rendition by Landlord of a ---- ----- statement therefor. At Landlord's option, in lieu of the foregoing, Landlord shall xxxx Tenant from time to time for all or any portion of Tenant's Amount, if any, after Landlord shall have incurred an amount equal to Landlord's Amount. Tenant's Amount shall constitute additional rent and to the extent that the same is not paid as aforesaid, Landlord shall have all of the remedies available to it for the nonpayment of rent and Landlord shall have no obligation to perform any remaining Landlord's Work. (B) Attached hereto as Exhibit "B" are the final detailed plans and ----------- specifications for Alterations in the Premises ("Tenant's Final Plans"). -------------------- (C) To the extent required by any Requirements, Landlord shall cause Tenant's Final Plans to be filed with such appropriate Governmental Authority. If such Governmental Authority shall reject all or any portion of Tenant's Final Plans, Tenant within three (3) Business Days, shall make the changes to Tenant's Final Plans that shall be required for such approval (subject to Landlord's approval). (D) No approval by Landlord of Tenant's Final Plans shall in any way be deemed to be an agreement by Landlord that the work contemplated thereby complies with Requirements or the requirements of any insurance bodies or that Tenant's Final Plans will be approved by the Department of Buildings of the City of New York or any other governmental authority having jurisdiction thereover. In performing Landlord's Work, Landlord shall be entitled to rely upon Tenant's Final Plans and shall not be responsible for any errors or omissions in Tenant's Final Plans. (E) For purposes of this Lease, a "Tenant's Delay" shall mean any -------------- delay as a result of any of the following: (i) any request by Tenant that Landlord delay in proceeding with any segment or part of Landlord's Work; (ii) any changes or requests for changes by, or on behalf of, Tenant, to Tenant's Final Plans; (iii) any errors or omissions in Tenant's Final Plans; (iv) any delay in the selection of materials to be made by Tenant; (v) any act or omission of Tenant, or its officers, agents, servants or contractors; (vi) any failure by Tenant to make any payment as described in this Section 19.2; or (vii) any failure by Tenant to deliver Tenant's Plans to Landlord within the time frames set forth in this Section 19.2. If a delay in the Substantial Completion of Landlord's Work or any portion of such delay is the result of a strike or other labor trouble, fire or other casualty, governmental preemption of priorities or other controls in connection with a national or other public emergency or shortages of fuel, supplies or labor resulting therefrom, or any other cause beyond Landlord's reasonable control, and such delay would not have occurred but for a delay described in the immediately preceding sentence, such delay shall be deemed to be a Tenant's Delay for the purposes hereof. (F) If and when Tenant shall take actual possession of the Premises, it shall be conclusively presumed that the same were in satisfactory condition (except for latent defects or "punchlist items") as of the date of such taking of possession, unless within thirty (30) days after the Possession Date, Tenant shall give Landlord notice specifying the respects in which Landlord's Work was not in satisfactory condition. Landlord shall promptly complete any "punchlist items" and repair any items which were not in a satisfactory condition. Landlord shall have the right to enter the Premises subsequent to the Possession Date, to complete Landlord's Work, to complete any "punchlist items" and any Long Lead Work, and to repair any items which were not in a satisfactory condition and the payment of Fixed Rent and Escalation Rent shall not be affected thereby. Landlord agrees to use reasonable efforts to minimize interference with Tenant's business at the Premises during the completion of Landlord's Work, the performance of such "punchlist items" and any Long Lead Work, and the performance of such repairs of items which were not in satisfactory condition provided the foregoing shall not increase the cost to Landlord of completing such Landlord's Work, such "punchlist items", Long Lead Work and making of any such repairs or cause Landlord to incur additional costs at overtime or premium rates. (A) Landlord has made and makes no representation as to the ------------- date on which it will complete Landlord's Work. No delay in completing Landlord's Work shall in any way affect the validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from and after the Commencement DateLandlord's Work shall be prosecuted with due diligence; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary in the foregoing (but subject Commencement Date to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive complete Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) Work and the suitability payment of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings Fixed Rent and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Escalation Rent shall not be limited or modified by the terms of this Lease, and affected thereby. (iiB) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary hereincontained herein (including without limitation, Section 19.3(A) hereof), if Landlord covenants shall fail to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Substantially Complete Landlord's cost (except to the extent permitted to be included in Building Operating Expenses Work on or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of before the date of this Lease), that shall be one hundred eighty (y180) Tenant is responsible for such compliance pursuant to days after the terms of Section 8.5 or Section 9.1 of date on which this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed unconditionally executed and delivered by Landlord and Tenant (subject to extension by reason of Unavoidable Delays), then, provided Landlord's failure to Substantially Complete such Landlord's Work did not result from any delays caused by Tenant, Tenant's agents, employees, invitees, contractors or licensees, the reasonable out-of-pocket costs incurred Rent Commencement Date shall be delayed beyond the date referred to in the definition of "Rent Commencement Date" two (2) days (without duplication) for each day after the date which is one hundred eighty (180) days after the date on which this Lease shall be unconditionally executed and delivered by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following and Tenant, if any, that Landlord's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Work is not substantially completed.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set 32730.018 - 276230.10 4836-3652-8809v15/100382-1012 forth in the provisions of this Lease. Tenant acknowledges and agrees that Tenant is currently in possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present 32730.018 - 276230.10 4836-3652-8809v15/100382-1012 knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices).

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property, the Premises or the suitability Site, including, without limitation, any proposed further or future development of the Premises for Tenant’s intended purpose. Tenant further agrees that Site, or any portion thereof, except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant to in the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises condition which shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to exist on the Commencement DateDate "as is", and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything Landlord shall have no obligation to the contrary perform any work or make any installations in the foregoing (but subject order to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of prepare the Premises for Tenant’s Permitted Uses's occupancy, except for Landlord's Work. Subject The taking of occupancy of the whole or any part of the Premises by Tenant for the conduct of its business shall be conclusive evidence, as against Tenant, that Tenant accepts possession of the same "as is" and that the Premises so occupied and the Building were in good and satisfactory condition at the time such occupancy was so taken, and that Landlord's Work was Substantially Completed. Landlord has made no representations as to the terms date on which Landlord's Work will be Substantially Completed. Landlord shall have the right to enter the Premises for the purpose of the Umbrella Agreement, all understandings performing Landlord's Work and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject access by Landlord to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities complete such work shall not be limited constitute an actual or modified by the terms constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of Rental or relieve Tenant from any other obligations under this Lease, and (ii) or impose any liability on Landlord represents and warrants by reason of inconvenience or annoyance to Tenant that or injury to Landlord’s actual present knowledge, without duty or interruption of investigation Tenant's business or inquiry, except for otherwise. All references in this Lease to the “Outstanding Items” defined in the Umbrella Agreement, all consent or approval of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises Landlord shall be operational deemed to mean the written consent or approval of Landlord and in good working condition on the Commencement Date. no consent or approval of Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy shall be effective for any failure of any of the same to be in the required condition, be responsible for correcting purpose unless such consent or repairing any defect or deficiency in such utilities and building systems through the date that approval is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing written instrument executed by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices).

No Representations by Landlord. Tenant agrees that Except as hereinafter provided, neither Landlord nor any agent of Landlord has Landlord's agents have made any representation representations or warranty as promises with respect to the conduct physical condition of Tenant's business the Building, the land upon which it is erected or the suitability Demised Premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the Demised Premises for Tenant’s intended purpose. Tenant further agrees that or the Building except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaselease. Tenant has inspected the Building and the Demised Premises and is thoroughly acquainted with their condition and, subject to Article 38 hereof, agrees to take the same "as is" on the date possession is tendered and acknowledges and agrees that Tenant is currently in the taking of possession of the Demised Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises by Tenant shall be governed by (i) conclusive evidence that the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the said Demised Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability Building of which the Premises same form a part were in good and satisfactory condition at the time such possession was so taken except for Tenant’s Permitted Useslatent defects. Subject to the terms of the Umbrella Agreement, all All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding contract, which alone fully and completely expresses the foregoingagreement between Landlord and Tenant and any executory agreement hereafter made shall be ineffective to change, except as otherwise expressly set forth modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the Lease, and subject to the terms party against whom enforcement of the Umbrella Agreementchange, (i) modification, discharge or abandonment is sought, provided, however, that Landlord shall exercise all reasonable diligence to minimize interference with Tenant's business and shall not, in any event, reduce the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 usable area of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Demised Premises. Landlord hereby represents and warrants to Tenant that the existing floor load is 250 pounds per square foot (live load) and that 400 amps of electrical service is available to Landlord’s actual present knowledgethe Demised Premises, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all exclusive of the utilities additional 100 amps to be provided by Landlord pursuant to Article 38. Landlord represents and building warrants that all Building systems servicing the Demised Premises (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVACthe existing 30-ton A/C unit) serving the Premises shall will be operational and delivered in good working condition order on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices).

No Representations by Landlord. Tenant agrees that neither Neither Landlord nor any agent or employee of Landlord has made any representation representations or warranty as promises with respect to the conduct of Tenant's business Premises or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that Building except as herein expressly set forth, and no rightsright, privileges, easements or licenses are acquired by Tenant by implication or otherwise except as herein expressly set forth in forth. No exhibit attached to this Lease nor any other materials provided by Landlord shall constitute a warranty or agreement as to the provisions of this Lease. Tenant acknowledges and agrees that Tenant is currently in possession configuration of the Premises pursuant Building or the occupants thereof. Landlord reserves the right from time to time to modify the Existing Lease andBuilding, including common areas, appurtenances and rentable areas, without in accordance with any case reducing the Umbrella Agreement, Tenant's lease obligations of the Premises shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; Tenant hereunder provided, however, that notwithstanding anything such modifications to the contrary in Building and common areas shall not materially diminish Tenant's use and enjoyment thereof. Tenant has no right to light or air over any premises adjoining the foregoing (but subject to the certifications made Building. Tenant, by Tenant under Section 4 taking possession of the Umbrella Agreement)Premises, in no event does Tenant waive Landlord's liability for any of shall accept the “MAC Surviving Liabilities” (same "as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, is" except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate such taking of possession shall be conclusive evidence that the Premises and the Building are in good and satisfactory condition at the time of such taking of possessions. In addition to those portions and without limitation of the immediately preceding sentence, Tenant agrees that it is leasing the Premises that Tenant is required to maintain on an "AS IS', "WHERE IS" and repair under Section 12.1.1 of this Lease below"WITH ALL FAULTS" basis, then correction of the non-compliance shall be performed based upon its own judgment, and hereby disclaims any reliance upon any statement or representation whatsoever made by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty or Landlord's agent. LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE PREMISES, THE BUILDING OR ANY PART THEREOF, EXPRESS OR IMPLIED, AND LANDLORD SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE AND ANY LIABILITY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PREMISES, THE BUILDING OR ANY PART THEREOF. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD REPRESENTS AND WARRANTS THAT AS OF THE COMMENCEMENT DATE THE PREMISES AND BUILDING AND THEIR USE AND OCCUPANCY COMPLY IN ALL RESPECTS WITH THE AMERICANS WITH DISABILITIES ACT (30"ADA") days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g.AND THE APPLICABLE PROVISIONS OF THE MINNESOTA HUMAN RIGHTS ACT OR THAT A PLAN HAS BEEN IMPLEMENTED TO ENSURE COMPLIANCE WITH SUCH PROVISIONS AT NO ADDITIONAL COST OR EXPENSE TO TENANT. LANDLORD SHALL DEFEND, paid invoices)INDEMNIFY, AND HOLD TENANT HARMLESS FROM AND AGAINST ALL LOSS, DAMAGE, INJURY, EXPENSE AND PENALTIES ARISING FROM OR IN CONNECTION WITH LANDLORD'S FAILURE TO SO COMPLY. ANY FUTURE MODIFICATIONS TO THE BUILDING OR PREMISES THAT MAY BE REQUIRED IN ORDER TO COMPLY WITH THE ADA OR MINNESOTA HUMAN RIGHTS ACT SHALL BE THE SOLE EXPENSE OF LANDLORD.

No Representations by Landlord. Tenant agrees that neither Section 21.1. Landlord nor any agent of Landlord has and Landlord’s agents have made any representation no representations, warranties or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant on the Commencement Date in its “as is” but vacant and broom-clean condition, except that Landlord’s Work shall be Substantially Complete thereon, and Tenant shall accept the Terrace on the Commencement Date in its “as is” condition, subject to Article 41 hereof. Except for the Existing Lease andcompletion of any Landlord’s Work, Landlord shall have no obligation to perform any other work or make any other installations in accordance with the Umbrella Agreement, Tenant's lease of order to prepare the Premises shall be governed by (i) the terms for Tenant’s occupancy. Landlord hereby warrants against defects in Landlord’s Work for a period of the Existing Lease for time following Substantial Completion equal to the period of time occurring prior for which the General Contractor (as such term is defined in the Work Agreement) warrants to Landlord against defects in such work. The taking of occupancy of the Commencement Datewhole or any part of the Premises by Tenant shall be conclusive evidence, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, howeveras against Tenant, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 accepts possession of the Umbrella Agreement), same and that the Premises and the Building were in no event does Tenant waive good and satisfactory condition at the time such occupancy was so taken (except as to non-compliance with applicable Requirements caused by Landlord's liability for any of ’s failure to comply with the “MAC Surviving Liabilities” Final Plans (as defined in the Umbrella Work Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of in performing Landlord’s Initial Alterations Work and Hazardous Materials and latent defects) and that the Premises (including the electricalwere substantially as shown on Schedules A, HVAC B and fire sprinkler systems, security, environmental aspects, compliance with laws C. The foregoing is not intended to relieve Landlord from its repair and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in maintenance obligations under this Lease. Section 21.2. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided All references in this Lease and does not relate to those portions the consent or approval of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance Landlord shall be performed deemed to mean the written consent or approval executed by Landlord and the reasonable out-of-pocket costs incurred by no other consent or approval of Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)effective for any purpose whatsoever.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has or its agents have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business said building, the land upon which it is erected or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that demised premises except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaselease. Tenant acknowledges and agrees that Tenant is currently in The taking possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of the Premises demised premises by Tenant shall be governed by (i) the terms of the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairsconclusive evidence, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to against Tenant, that Tenant accepts same "as is" and that said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken. SURRENDER OF PREMISES Tenant shall surrender to Landlord, at termination of this lease and/or upon any cancellation of this lease, said demised premises. In the event the Tenant should fail to surrender said premises upon termination of this lease, Tenant will pay to Landlord any damages that Landlord might incur on account of Tenant's failure to deliver possession of the Commencement Date: (a) demised premises to Landlord is the sole fee simple owner and will indemnify and hold harmless Landlord from any and all claims made by any succeeding Tenant of the Buildingsaid premises on account of delay of Landlord in delivering premises to said succeeding Tenant, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable delay is occasioned by Tenant's failure to surrender said premises. This right of Landlord against Tenant is in addition to the Project existing as Holdover provisions hereinbefore set forth in this lease. If Tenant should fail to remove all of its personal property upon termination of lease, Landlord may, at its option remove same in any manner the date of this Lease)Landlord shall choose and store such effects without liability to the Tenant for loss, (y) and the Tenant is responsible agrees to pay to the Landlord on demand, all expenses incurred in such removal, including Court costs and attorney's fees, or the Landlord may, at its option, without notice, sell such effects or any part, at private sale without legal process for such compliance pursuant price as the Landlord may obtain and apply the proceeds of such sale or any amounts due under this lease from the Tenant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and on the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt expense incident to the removal and sale of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)said effects.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's ’s business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same “as is”, and acknowledges and agrees that Tenant is currently in the taking of possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of by Tenant shall be conclusive evidence that the Premises shall be governed by (i) and the terms of Project were in good and satisfactory condition at the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Datesuch possession was so taken. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant (a) it has been advised by Landlord or and/or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”)Act, and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject permitted use, and (b) Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the terms same relate to Tenant’s occupancy of the Umbrella Agreement, all Premises. All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, gas electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the Landlord’s Work shall be Landlord’s Initials /s/ [ILLEGIBLE] Tenant’s Initials /s/ BD, /s/ BL complete, operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required conditioncost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through and the date Landlord’s Work that is twelve occurs within one (121) months from year after the date of completion of such corrections, repairs, as set forth in a writing by LandlordCommencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, of Tenant or Tenant’s agents, subcontractors, or assigns. Landlord shall perform to Tenant’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and as of the Commencement Date that the Building and the Premises (including all of Landlord’s Work) shall comply with all applicable laws, regulations and codes, including the Americans with Disabilities Act, and that Landlord shall promptly upon written notice, at its sole cost, correct any noncompliance with such warranty; provided however, and without limiting the provisions of Section 9.1 below, it is expressly acknowledged by Tenant that said warranty shall not apply to: (1) any changes, modifications, amendments, or enactments of any law after the Commencement Date, or (2) any specific or unique use of the Premises by Tenant, or (3) any changes, alterations, modifications or improvements to the Premises conducted by Tenant after the Commencement Date. In addition, Landlord represents to Tenant, that as of the Commencement Datethat: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving LiabilitiesProject; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project, ; and (d) Landlord has provided to Tenant a copy Landlord’s actual present knowledge, without duty of investigation or inquiry, and except as described in that certain Phase I Environmental Site Assessment Report, prepared by EMG, dated August 2227, 2019 2001, there are no Hazardous Materials in or about the Building or the Premises, and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to (e) the contrary herein, Landlord covenants to comply Building and Premises shall be compliant with all applicable laws, ordinancesincluding, statutesbut not limited to, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing Americans With Disabilities Act as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Commencement Date.

No Representations by Landlord. Tenant agrees that neither Section 19.1 Landlord nor any agent of Landlord has and Landlord's agents have made any representation no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property, the Premises or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that Licensed Area(s), except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. Tenant shall accept possession of the Premises and the Licensed Area(s) in the provisions condition which shall exist on the Commencement Date "as is", and Landlord shall have no obligation to perform any work or make any installations in order to prepare the Building, Premises or Licensed Area(s) for Tenant's use and occupancy, except as set forth in Section 19.2 and Section 19.3 hereof. Section 19.2 Landlord shall (a) demolish the improvements existing in the Premises as of this Leasethe date hereof, and remove all debris therefrom, (b) using building standard materials construct a unisex bathroom (the "ADA Bathroom") in the Premises in a location approved by Landlord, which consent shall not be unreasonably withheld or delayed, which bathroom shall comply with all applicable Requirements, including, without limitation, ADA, (c) provide tie-ins for the Premises to the Building fire alarm and life safety systems and (d) complete the renovations and installations set forth on Exhibit A attached hereto (the items described in clauses (a), (b), (c) and (d) are referred to as "Landlord's Work"; provided, however, that Landlord may elect in lieu of constructing the ADA Bathroom to require Tenant to construct the ADA Bathroom and to pay to Tenant the ADA Tenant Fund in accordance with Section 3.4. Landlord shall deliver to Tenant on or before the Commencement Date an ACP-5 certificate for the Premises. Tenant acknowledges and agrees that Tenant is currently in possession Landlord may be performing the items of Landlord's Work, including the construction of the Premises pursuant to the Existing Lease andADA Bathroom, in accordance with the Umbrella Agreement, Tenant's lease of the Premises shall be governed by other than item (ia) the terms of the Existing Lease for the period of time occurring prior to after the Commencement Date, Date and (ii) the terms performance of such construction work shall not affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made damages by Tenant under Section 4 on a claim for eviction, constructive or otherwise. In connection with the construction of the Umbrella AgreementADA Bathroom, Landlord shall use reasonable efforts to minimize interference with the performance of Tenant's Initial Alterations. Tenant shall within ten (10) days after demand, which may be made from time to time, pay to Landlord, as additional rent, -39- 45 105% of (x) the cost and expense of performing the work in items number (1), (2) and (3) on Exhibit A attached hereto and (y) one-sixth (1/6th) of the cost and expense of ongoing maintenance, repair and if necessary, replacement of the ventilation system referred to in no event does Tenant waive items number (2) and (3) on Exhibit A attached hereto and (z) Tenant's Share of the cost and expense of performing the work in item number (4) on Exhibit A attached hereto. Section 19.3 Landlord shall complete items numbered 4, 5 and 6 of Landlord's liability for any of Base Building Work, as set forth on Exhibit B attached hereto, no later than the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Rent Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, agrees (i) the parties acknowledge that items 4, 5 and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms 6 of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall Landlord's Base Building Work will not be limited or modified complete by the terms of this Lease, Commencement Date and (ii) that Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all shall be performing other portions of the utilities Landlord's Base Building Work after the Rent Commencement Date and building systems (including waterthe performance of such work shall not affect the validity of this Lease or the obligations of Tenant hereunder or give rise to any claim for rescission or damages by Tenant on a claim for eviction, sewerconstructive or otherwise; provide that the performance of such work by Landlord shall not materially and substantially interfere with Tenant's business operations. Section 19.4 In the event items 4, structural, gas, electrical, mechanical, plumbing, lighting, data 5 and communications drops 6 of Landlord's Base Building Work and HVAC) serving all items of Landlord's Work are not substantially complete by the Premises shall be operational and in good working condition on the Rent Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working conditionthen provided that, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required solely as a result of the negligence or willful misconduct ofsuch items not being substantially complete, or misuse (including, without limitation, the failure Tenant shall not be able to use the HVAC or any other Building systems serving Premises for the Premises in accordance with the manufacturer's standards therefor) by, conduct of business and Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to shall not occupy the Premises or the Project; and (d) Landlord has provided Licensed Areas for the conduct of business, Tenant shall be entitled to Tenant a copy an abatement of that certain Phase I Environmental Site Assessment dated August 22Fixed Rent for each day such Work, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at in Landlord's cost (except reasonable opinion, is not substantially complete and Tenant is unable to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)conducting its business.

No Representations by Landlord. Tenant agrees that neither Section 19.1. Landlord nor any agent of Landlord has and Landlord's agents and representatives have made any representation ------------- no representations or warranty as promises with respect to the conduct of Tenant's business Building, the Real Property or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Leaseherein. Tenant acknowledges and agrees that Tenant is currently in shall accept possession of the Premises pursuant in the condition which shall exist on the Commencement Date "as is" (subject to the Existing Lease andprovisions of Section 4.1 hereof), and Landlord shall have no obligation to perform any work or make any installations in accordance with order to prepare the Umbrella Agreement, Premises for Tenant's lease of the Premises shall be governed by (i) the terms of the Existing Lease occupancy, except for the period of time occurring prior items set forth on Exhibit "B" attached ----------- hereto and made a part hereof ("Landlord's Work"). --------------- Section 19.2. Landlord has made and makes no representation as to the Commencement Date, and (ii) ------------- date on which it will complete Landlord's Work. No delay in completing Landlord's Work shall in any way affect the terms validity of this Lease or the obligations of Tenant hereunder or give rise to a claim for damages by Tenant or a claim for rescission of this Lease, nor shall the period same be construed in any wise to extend the Term hereof. Landlord agrees that, subject to Unavoidable Delay, each item of time occurring from and after the Commencement DateLandlord's Work shall be prosecuted with due diligence; provided, however, that notwithstanding anything nothing contained in this Article 19 shall be deemed to impose upon Landlord any obligations to employ contractors or labor at so-called overtime or other premium pay rates or to incur any other overtime costs or expenses whatsoever. Landlord shall have the right to enter the Premises subsequent to the contrary in the foregoing (but subject Commencement Date to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive complete Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Date. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant has been advised by Landlord or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”), and zoning) Work and the suitability payment of the Premises for Tenant’s Permitted Uses. Subject to the terms of the Umbrella Agreement, all understandings Fixed Rent and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities Escalation Rent shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises shall be operational and in good working condition on the Commencement Dateaffected thereby. Landlord covenants and Tenant agree to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing cooperate with each other in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement good construction practice and any extensions thereof. Landlord shall, at its sole cost and as Tenantscheduling to permit Landlord's sole remedy for any failure of any of the same Work to be in the required condition, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through the date that is twelve (12) months from the date of completion of such corrections, repairs, as set forth in a writing by Landlord, provided such repairs are not required as a result of the negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance performed simultaneously with the manufacturer's standards therefor) by, Tenant or Tenant’s agents, subcontractors, or assigns. In addition, Landlord represents to Tenant, that as of the Commencement Date: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving Liabilities; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy of that certain Phase I Environmental Site Assessment dated August 22, 2019 and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to the contrary herein, Landlord covenants to comply with all applicable laws, ordinances, statutes, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Initial Alterations.

No Representations by Landlord. Tenant agrees that neither Landlord nor any agent of Landlord has made any representation or warranty as to the conduct of Tenant's ’s business or the suitability of the Premises for Tenant’s intended purpose. Tenant further agrees that no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same “as is”, and acknowledges and agrees that Tenant is currently in the taking of possession of the Premises pursuant to the Existing Lease and, in accordance with the Umbrella Agreement, Tenant's lease of by Tenant shall be conclusive evidence that the Premises shall be governed by (i) and the terms of Project were in good and satisfactory condition at the Existing Lease for the period of time occurring prior to the Commencement Date, and (ii) the terms of this Lease for the period of time occurring from and after the Commencement Date; provided, however, that notwithstanding anything to the contrary in the foregoing (but subject to the certifications made by Tenant under Section 4 of the Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the “MAC Surviving Liabilities” (as defined in the Umbrella Agreement) if the breach giving rise to the MAC Surviving Liabilities is first discovered or first accrues after the Commencement Datesuch possession was so taken. Tenant acknowledges that, subject to the MAC Surviving Liabilities being assumed by Landlord pursuant to the Umbrella Agreement: Tenant (a) it has been advised by Landlord or and/or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act (“ADA”)Act, and zoning) and the suitability of the Premises for Tenant’s Permitted Uses. Subject permitted use, and (b) Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the terms same relate to Tenant’s occupancy of the Umbrella Agreement, all Premises. All understandings and agreements heretofore made between the parties hereto are merged in this Lease. Notwithstanding the foregoing, except as otherwise expressly set forth in the Lease, and subject to the terms of the Umbrella Agreement, (i) the parties acknowledge and agree that the representations, warranties, and covenants made by Existing Landlord pursuant to the express terms of Section 8.4 of the Existing Lease that are MAC Surviving Liabilities shall not be limited or modified by the terms of this Lease, and (ii) Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, except for the “Outstanding Items” defined in the Umbrella Agreement, all of the utilities and building systems (including water, sewer, structural, gas, gas electrical, mechanical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the Landlord’s Work shall be complete, operational and in good working condition on the Commencement Date. Landlord covenants to maintain all such systems (including any such systems that are Outstanding Items) in good order, working condition, and repair and performing in accordance with reasonable commercial standards for the permitted use of Tenant under this Lease through the initial Term of the Agreement and any extensions thereof. Landlord shall, at its sole cost and as Tenant's sole remedy for any failure of any of the same to be in the required conditioncost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems through and the date Landlord’s Work that is twelve occurs within one (121) months from year after the date of completion of such corrections, repairs, as set forth in a writing by LandlordCommencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of, or misuse (including, without limitation, the failure to use the HVAC or any other Building systems serving the Premises in accordance with the manufacturer's standards therefor) by, of Tenant or Tenant’s agents, subcontractors, or assigns. Landlord shall perform to Tenant’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and as of the Commencement Date that the Building and the Premises (including all of Landlord’s Work) shall comply with all applicable laws, regulations and codes, including the Americans with Disabilities Act, and that Landlord shall promptly upon written notice, at its sole cost, correct any noncompliance with such warranty; provided however, and without limiting the provisions of Section 9.1 below, it is expressly acknowledged by Tenant that said warranty shall not apply to: (1) any changes, modifications, amendments, or enactments of any law after the Commencement Date, or (2) any specific or unique use of the Premises by Tenant, or (3) any changes, alterations, modifications or improvements to the Premises conducted by Tenant after the Commencement Date. In addition, Landlord represents to Tenant, that as of the Commencement Datethat: (a) Landlord is the sole fee simple owner of the Building, the Premises and the Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (i) the Existing Lease on the Commencement Date, and (ii) all MAC Surviving LiabilitiesProject; (b) to Landlord’s actual present knowledge, without duty of investigation or inquiry, there are no encumbrances, liens, agreements, covenants in effect that would materially or unreasonably limit Tenant’s rights hereunder; (c) to Landlord’s actual present knowledge, without duty of investigation or inquiry, Landlord is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Premises or the Project; and (d) Landlord has provided to Tenant a copy Landlord’s actual present knowledge, without duty of investigation or inquiry, and except as described in that certain Phase I Environmental Site Assessment Report, prepared by EMG, dated August 2227, 2019 2001, there are no Hazardous Materials in or about the Building or the Premises, and prepared by Hazard Management Consulting, Inc. Notwithstanding anything to (e) the contrary herein, Landlord covenants to comply Building and Premises shall be compliant with all applicable laws, ordinancesincluding, statutesbut not limited to, orders or regulations applicable to the Project, Building and Common Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), except to the extent (x) the requirement to comply with the same is triggered by Tenant's specific use of the Premises (for other than general office use, provided, that for purposes of this clause (x) "general office use" shall include wellness room use to the extent such wellness room use complies with the zoning designations applicable to the Project existing Americans With Disabilities Act as of the date of this Lease), (y) Tenant is responsible for such compliance pursuant to the terms of Section 8.5 or Section 9.1 of this Lease below, or (z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any applicable laws, ordinances, statutes, orders or regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises that Tenant is required to maintain and repair under Section 12.1.1 of this Lease below, then correction of the non-compliance shall be performed by Landlord and the reasonable out-of-pocket costs incurred by Landlord in connection therewith shall be paid by Tenant within thirty (30) days following Tenant's receipt of an invoice therefor together with reasonable supporting documentation substantiating such costs (e.g., paid invoices)Commencement Date.