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 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 that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were in good and satisfactory condition at the time such possession was so taken. Tenant acknowledges that: (a) it has been advised by Landlord 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, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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.

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 acknowledges and the Project and become thoroughly acquainted with their condition, and agrees that Tenant agrees to take the same “as is”, and acknowledges that the taking of 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 shall be conclusive evidence that under Section 4 of the Premises and Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the Project were “MAC Surviving Liabilities” (as defined in good and satisfactory condition at the time such possession was so takenUmbrella 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: (a) it Tenant has been advised by Landlord and/or 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 ActAct (“ADA”), and zoning) and the suitability of the Premises for Tenant’s permitted use, and (b) Tenant has made such investigation as it deems necessary with reference Permitted Uses. Subject to such matters and assumes all responsibility therefore as the same relate to Tenant’s occupancy terms of the Premises. All Umbrella Agreement, 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, gas structural, 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 costcost 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 and 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’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of 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 shall perform represents to Tenant’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and , that as of the Commencement Date that Date: (a) Landlord is the Building sole fee simple owner of the Building, the Premises and the Premises Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (including i) the Existing Lease on the Commencement Date, and (ii) all of MAC Surviving Liabilities; (b) to Landlord’s Workactual 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) shall 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 codesCommon Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), including except to the Americans extent (x) the requirement to comply 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 same is expressly acknowledged triggered 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 Tenant's specific or unique use of the Premises by Tenant(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 (3z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any changesapplicable laws, alterationsordinances, modifications statutes, orders or improvements regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises conducted 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 after the Commencement Datewithin 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 agrees, subject to Landlord’s express obligations under this Lease, including Landlord’s Work, to take the same “"as is”", and acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were in good and satisfactory condition at the time such possession was so taken, subject to such express Landlord’s obligations. Tenant acknowledges that: (a) it has been advised by Landlord 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 ActAct [“ADA”], and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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, Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, all of the utilities and building systems (including water, sewer, gas 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 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, 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 occurs within one is twelve (112) year after months from the Commencement Datedate 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 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 ActADA, 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 TenantTenant 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: (a) Landlord is the sole fee owner of the Building, the Premises and the Project; (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) to 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 27, 2001, there are no Hazardous Materials in or about the Building or the Premises, and (e) the Building and Premises shall be compliant with all applicable laws, including, but not limited to, the ADA as of the Commencement Date.

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 32730.018 - 276230.10 4836-3652-8809v15/100382-1012 forth in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises, inspect the Premises acknowledges and the Project and become thoroughly acquainted with their condition, and agrees that Tenant agrees to take the same “as is”, and acknowledges that the taking of 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 shall be conclusive evidence that under Section 4 of the Premises and Umbrella Agreement), in no event does Tenant waive Landlord's liability for any of the Project were “MAC Surviving Liabilities” (as defined in good and satisfactory condition at the time such possession was so takenUmbrella 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: (a) it Tenant has been advised by Landlord and/or 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 ActAct (“ADA”), and zoning) and the suitability of the Premises for Tenant’s permitted use, and (b) Tenant has made such investigation as it deems necessary with reference Permitted Uses. Subject to such matters and assumes all responsibility therefore as the same relate to Tenant’s occupancy terms of the Premises. All Umbrella Agreement, 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, gas structural, 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 costcost 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 and 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’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of 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 shall perform represents to Tenant’s reasonable satisfaction the initial balancing of the HVAC system. Landlord warrants on and , that as of the Commencement Date that Date: (a) Landlord is the Building sole fee simple owner of the Building, the Premises and the Premises Project and, subject to the terms of the Umbrella Agreement, Landlord has assumed (including i) the Existing Lease on the Commencement Date, and (ii) all of MAC Surviving Liabilities; (b) to Landlord’s Workactual 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) shall 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 codesCommon Areas at Landlord's cost (except to the extent permitted to be included in Building Operating Expenses or Project Operating Expenses), including except to the Americans extent (x) the requirement to comply 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 same is expressly acknowledged triggered 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 Tenant's specific or unique use of the Premises by Tenant(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 (3z) such compliance is otherwise Tenant's express obligation pursuant to this Lease. If compliance with any changesapplicable laws, alterationsordinances, modifications statutes, orders or improvements regulations is expressly Tenant's responsibility as provided in this Lease and does not relate to those portions of the Premises conducted 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 after the Commencement Datewithin 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. The parties hereby acknowledge that 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 is currently in the provisions of this Lease. Tenant will, prior to the delivery of possession of the Premises. Except as otherwise set forth in this Lease, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same “as is”, and acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were in good and satisfactory condition at the time such possession was so taken. Tenant acknowledges that: (a) it Landlord has been advised by Landlord and/or its brokers to satisfy itself made no warranties or representations with respect to the condition Premises and Tenant accepts the Premises “as is” as of the Premises (including date hereof. Landlord hereby represents and warrants that Landlord is the electrical, HVAC sole holder and fire sprinkler systems, security, environmental aspects, compliance with laws owner of fee simple title to the Land and regulations, including the Americans with Disabilities ActPremises, and zoning) and the suitability that, as of the Premises for Tenant’s permitted usedate 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) Tenant has made such investigation Land Mortgage and Security Agreement, dated May 31, 2000, from Landlord, as it deems necessary with reference mortgagor, to such matters Fleet Bank, National Association, as mortgagee, in the original principal amount of $2,240,000, (c) which mortgages described in clauses (a and assumes all responsibility therefore as (b) were consolidated to form a single lien in the same relate consolidated principal amount of $3,278,132 pursuant to Tenant’s occupancy an Agreement of Consolidation of Notes and Mortgages and Modification of the Premises. All understandings Consolidated Mortgage, dated April 30, 2002, between Landlord and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged 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. Landlord represents that , 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 has not been inspected by or any part thereof from time to time, each a Certified Access Specialist“Mortgage”; a Mortgage and all agreements, documents and has not been determined to meet all applicable construction-related accessibility standards pursuant to Section 55.53 instruments in connection with a Mortgage are, collectively, “Mortgage Documents”; and the holder of a Mortgage is a “Mortgagee”). Each of the Civil Code 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 State of California. Notwithstanding New York, that Landlord has the foregoingfull right, except as otherwise expressly set forth in power and authority to enter into the Lease, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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 each person signing on behalf of Landlord shall promptly upon written notice, at its sole cost, correct any noncompliance with such warranty; provided however, is fully empowered 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 authorized to the Premises conducted by Tenant after the Commencement Datedo so.

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 will, prior to the delivery of shall accept possession of the PremisesPremises on the Commencement Date in its “as is” but vacant and broom-clean condition, inspect the Premises and the Project and become thoroughly acquainted with their conditionexcept that Landlord’s Work shall be Substantially Complete thereon, and Tenant agrees to take shall accept the same Terrace on the Commencement Date in its “as is”” condition, and acknowledges that subject to Article 41 hereof. Except for the completion of any Landlord’s Work, Landlord shall have no obligation to perform any other work or make any other installations in order to prepare the Premises for Tenant’s occupancy. Landlord hereby warrants against defects in Landlord’s Work for a period of time following Substantial Completion equal to the period of time 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 possession occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Project Building were in good and satisfactory condition at the time such possession occupancy was so taken. Tenant acknowledges that: taken (a) it has been advised by Landlord and/or its brokers except as to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, non-compliance with laws applicable Requirements caused by Landlord’s failure to comply with the Final Plans (as defined in the Work Agreement) in performing Landlord’s Initial Alterations Work and regulations, including the Americans with Disabilities Act, Hazardous Materials and zoninglatent defects) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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 were substantially as shown on Schedules A, B and C. The foregoing is not been inspected by a Certified Access Specialist, intended to relieve Landlord from its repair 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 maintenance obligations under this Lease, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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.

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 will, prior to the delivery of The taking 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 that the taking of possession of the Premises demised premises by Tenant shall be conclusive evidence evidence, as against Tenant, that the Premises Tenant accepts same "as is" and that said premises and the Project 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 acknowledges that: (a) it has been advised 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 demised premises to Landlord and will indemnify and hold harmless Landlord from any and all claims made by any succeeding Tenant of said premises on account of delay of Landlord and/or its brokers in delivering premises to satisfy itself with respect said succeeding Tenant, to the condition extent such delay is occasioned by Tenant's failure to surrender said premises. This right of Landlord against Tenant is in addition to the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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 Holdover provisions hereinbefore set forth in the Leasethis lease. If Tenant should fail to remove all of its personal property upon termination of lease, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shallmay, at its sole costoption remove same in any manner the Landlord shall choose and store such effects without liability to the Tenant for loss, be responsible for correcting or repairing any defect or deficiency and the Tenant agrees to pay to the Landlord on demand, all expenses incurred in such utilities removal, including Court costs and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of Tenant or Tenant’s agents, subcontractorsattorney's fees, or assigns. the 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 noticemay, at its sole costoption, correct without notice, sell such effects or any noncompliance with part, at private sale without legal process for such warranty; provided however, price as the Landlord may obtain and without limiting apply the provisions proceeds of Section 9.1 below, it is expressly acknowledged by such sale or any amounts due under this lease from the 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 Landlord and on the Commencement Dateexpense incident to the removal and sale of said effects.

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 will, prior to has inspected the delivery of possession of building and the Premises, inspect the Leased Premises and the Project and become is thoroughly acquainted with their condition, and Tenant agrees to take the same “"as is”, " and acknowledges that the taking of possession of the Leased Premises by Tenant shall be conclusive evidence that the Leased Premises and the Project 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 latent defects. Tenant acknowledges that: (a) it has been advised by Landlord and/or its brokers to satisfy itself with respect to the condition Tenant's acceptance of the Premises shall not be 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 (including 30) days after the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act, and zoning) and the suitability preparation of the Premises punch list. Tenant shall not be required to pay for Tenant’s permitted useany Landlord imposed plan review charges, and (b) Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premisesengineering review charges, barricade fees, signage fees or other construction-related charges. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged in this Lease. contract, which alone fully and completely expresses the agreement between Landlord represents that and Tenant and 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 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 party against whom enforcement of the Civil Code of the State of California. Notwithstanding the foregoingchange, except as otherwise expressly set forth in the Leasemodification, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting discharge or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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 abandonment 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 Datesought.

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 will, prior to has inspected the delivery of possession of Building and the Premises, inspect the Demised Premises and the Project and become is thoroughly acquainted with their conditioncondition and, and Tenant subject to Article 38 hereof, agrees to take the same “"as is”, " on the date possession is tendered and acknowledges that the taking of possession of the Demised Premises by Tenant shall be conclusive evidence that the said Demised Premises and the Project Building of which the same form a part were in good and satisfactory condition at the time such possession was so taken. Tenant acknowledges that: (a) it has been advised by Landlord 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, and zoning) and the suitability of the Premises taken except for Tenant’s 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 same relate to Tenant’s occupancy of the Premiseslatent defects. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged in this Leasecontract, which alone fully and completely expresses the agreement between Landlord and Tenant and 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, provided, however, that Landlord shall exercise all reasonable diligence to minimize interference with Tenant's business and shall not, in any event, reduce the usable area of the Demised Premises. 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, Landlord hereby represents and warrants to Tenant that all the existing floor load is 250 pounds per square foot (live load) and that 400 amps of electrical service is available to the Demised Premises, 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, gas electrical, plumbing, lighting, data and communications drops and HVACthe existing 30-ton A/C unit) serving the Premises and all of the Landlord’s Work shall will be complete, operational and delivered in good working condition order on the Commencement Date. Landlord shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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.

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 forth. No exhibit attached to this Lease nor any other materials provided by Landlord shall constitute a warranty or 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 provisions obligations of this LeaseTenant hereunder provided, however, that such modifications to the Building and common areas shall not materially diminish Tenant's use and enjoyment thereof. Tenant willhas no right to light or air over any premises adjoining the Building. Tenant, prior to the delivery of by taking possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take shall accept the same “"as is”, " except as expressly provided in this Lease and acknowledges that the such taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were Building are in good and satisfactory condition at the time of such possession was so takentaking of possessions. In addition to and without limitation of the immediately preceding sentence, Tenant acknowledges that: (a) agrees that it has been advised is leasing the Premises on an "AS IS', "WHERE IS" and "WITH ALL FAULTS" basis, based upon its own judgment, and hereby disclaims any reliance upon any statement or representation whatsoever made by Landlord and/or its brokers to satisfy itself with respect to the condition of the Premises 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 (including the electrical"ADA") 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, HVAC and fire sprinkler systemsINDEMNIFY, securityAND HOLD TENANT HARMLESS FROM AND AGAINST ALL LOSS, environmental aspectsDAMAGE, compliance with laws and regulationsINJURY, including the Americans with Disabilities Act, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the PremisesEXPENSE AND PENALTIES ARISING FROM OR IN CONNECTION WITH LANDLORD'S FAILURE TO SO COMPLY. 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, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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 DateANY 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 will, prior to the delivery of shall accept possession of the Premises, inspect Premises on the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same 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 acknowledges that 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 Premises for Tenant’s occupancy. The taking of possession occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Project Building were in good and satisfactory condition at the time such possession occupancy was so taken. Tenant acknowledges that: (a) it has been advised by Landlord and/or its brokers to satisfy itself with respect to the condition of the Premises (including the electrical, HVAC taken and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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 were substantially as shown hatched on Schedule A. The foregoing is not intended to relieve Landlord of (i) its ongoing repair, maintenance, restoration and compliance with Laws obligations under this Lease and (ii) the obligation to correct latent defects in Landlord’s Pre-Delivery Work or Landlord’s Post-Delivery Work of which Tenant has not been inspected by a Certified Access Specialistnotified Landlord within six (6) months after the Substantial Completion of such work, at Landlord’s sole cost 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 Californiaexpense. Notwithstanding the foregoing, except as otherwise expressly set forth in upon the LeaseSubstantial Completion of Landlord’s Post-Delivery Work, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, plumbing, lighting, data and communications drops and HVAC) Building Systems serving the Premises and all of the Landlord’s Work shall be complete, operational and in good working condition on the Commencement Date. Landlord shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems order and the Landlord’s Work that occurs within one (1) year after roof free of leaks. All references in this Lease to the Commencement Date, provided such repairs are not required as a result consent or approval of the gross negligence or willful misconduct of Tenant or Tenant’s agents, subcontractors, or assigns. Landlord shall perform be deemed to Tenant’s reasonable satisfaction mean the initial balancing written consent or approval executed by Landlord and no other consent or approval 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 be effective for 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 Datepurpose whatsoever.

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 will, prior to the delivery of shall accept possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same in its “as is”” but broom-clean condition on the Commencement Date, and vacant and free of occupants, with Landlord’s Work Substantially Completed to the extent 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 deliver such space vacant, free of occupants or broom-clean. 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 or continuation of possession occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Project Building were in good and satisfactory condition at the time such possession occupancy was so taken. Tenant acknowledges that: (a) it has been advised taken and that the Premises were substantially as shown on Schedule A, but subject to the performance by Landlord 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, and zoning) and the suitability of the Premises for items on Tenant’s permitted use, and (b) Tenant has made such investigation as it deems necessary with reference Punchlist. The foregoing is not intended to such matters and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged in relieve Landlord from its ongoing repair obligations under this Lease. All references in this Lease to the consent or approval of 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, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the Landlord’s Work shall be complete, operational deemed to mean the written consent or approval executed by Landlord and in good working condition on the Commencement Date. Landlord shall, at its sole cost, be responsible for correcting no other consent or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result approval of the gross negligence or willful misconduct 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 be effective for 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 Datepurpose whatsoever.

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 will, prior to the delivery of shall accept possession of the PremisesPremises in the condition which shall exist on the Commencement Date "as is", inspect and Landlord shall have no obligation to perform any work or make any installations in order to prepare the Premises and the Project and become thoroughly acquainted with their conditionfor Tenant's occupancy, and Tenant agrees to take the same “as is”, and acknowledges that the except for Landlord's Work. The taking of possession occupancy of the whole or any part of the Premises by Tenant for the conduct of its business shall be conclusive evidence evidence, as against Tenant, that Tenant accepts possession of the same "as is" and that the Premises so occupied and the Project Building were in good and satisfactory condition at the time such possession occupancy was so taken, and that Landlord's Work was Substantially Completed. Tenant acknowledges that: (a) it Landlord has been advised by Landlord and/or its brokers to satisfy itself with respect made no representations as to the condition of date on which Landlord's Work will be Substantially Completed. Landlord shall have the Premises (including the electrical, HVAC and fire sprinkler systems, security, environmental aspects, compliance with laws and regulations, including the Americans with Disabilities Act, and zoning) and the suitability of right to enter the Premises for the purpose of performing Landlord's Work and access by Landlord to complete such work shall not constitute an actual or 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, or impose any liability on Landlord by reason of inconvenience or annoyance to Tenant or injury to or interruption of Tenant’s 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 same relate to Tenant’s occupancy of the Premises's business or otherwise. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged references in this Lease. Lease to the consent or approval of Landlord represents that shall be deemed to mean the Premises has not been inspected by a Certified Access Specialist, written consent or approval of Landlord and has not been determined to meet all applicable construction-related accessibility standards pursuant to Section 55.53 no consent or approval of the Civil Code of the State of California. Notwithstanding the foregoing, except as otherwise expressly Landlord shall be effective for any purpose unless such consent or approval is set forth in the Lease, Landlord represents and warrants to Tenant that all of the utilities and building systems (including water, sewer, gas electrical, plumbing, lighting, data and communications drops and HVAC) serving the Premises and all of the a written instrument executed by Landlord’s Work shall be complete, operational and in good working condition on the Commencement Date. Landlord shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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.

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 to take the same “as is”, and acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were in good and satisfactory condition at the time such possession was so taken. Tenant acknowledges that: (a) it has been advised by Landlord 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, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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, Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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: (a) Landlord is the sole fee owner of the Building, the Premises and the Project; (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) to 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 27, 2001, there are no Hazardous Materials in or about the Building or the Premises, and (e) the Building and Premises shall be compliant with all applicable laws, including, but not limited to, the Americans With Disabilities Act as of the Commencement Date.

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 to take the same “as is”, and acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises and the Project were in good and satisfactory condition at the time such possession was so taken. Tenant acknowledges that: (a) it has been advised by Landlord 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, and zoning) and the suitability of the Premises for Tenant’s 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 same relate to Tenant’s occupancy of the 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, Landlord represents and warrants to Tenant that to Landlord’s actual present knowledge, without duty of investigation or inquiry, all of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct 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: (a) Landlord is the sole fee owner of the Building, the Premises and the Project; (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) to 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 27, 2001, there are no Hazardous Materials in or about the Building or the Premises, and (e) the Building and Premises shall be compliant with all applicable laws, including, but not limited to, the Americans With Disabilities Act as of the Commencement Date.

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 will, prior to the delivery of shall accept possession of the Premises, inspect the Premises and the Project and become thoroughly acquainted with their condition, and Tenant agrees to take the same in its “as is”” but broom-clean condition on the Commencement Date, and acknowledges that 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 possession occupancy of the whole or any part of the Premises by Tenant shall be conclusive evidence evidence, as against Tenant, that Tenant accepts possession of the same and that the Premises and the Project Building were in good and satisfactory condition at the time such possession occupancy was so taken. Tenant acknowledges that: (a) it has been advised taken and that the Premises were substantially as shown on Schedule A, but subject to the performance by Landlord 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 Actitems on Tenant’s Punchlist, and zoningexcept that if Tenant notifies Landlord in writing of any latent defects in Landlord’s Work within four (4) and the suitability of months after Tenant occupies the Premises for the conduct of its business, Landlord shall remedy such latent defects (unless such defect was caused by Tenant or Persons Within Tenant’s permitted useControl during the performance of any Alterations). The foregoing is not intended to relieve Landlord from its ongoing repair, maintenance and (b) Tenant has made such investigation as it deems necessary compliance with reference to such matters and assumes all responsibility therefore as the same relate to Tenant’s occupancy of the Premises. All understandings and agreements heretofore made Landlord’s Initials CZ Tenant’s Initials HZ between the parties hereto are merged in Laws obligations under this Lease. All references in this Lease to the consent or approval of Landlord represents that 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 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 for the conduct of the Civil Code of the State of California. Notwithstanding the foregoing, except as otherwise expressly set forth in the Leaseits business, Landlord represents and warrants shall assign to Tenant that all the benefit of the utilities and building systems (including water, sewer, gas electrical, 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 shall, at its sole cost, be responsible for correcting any contractors’ or repairing any defect or deficiency in such utilities and building systems and the Landlord’s Work that occurs within one (1) year after the Commencement Date, provided such repairs are not required as a result of the gross negligence or willful misconduct of Tenant or Tenant’s agents, subcontractors, or assigns. Landlord shall perform manufacturers’ warranties applicable 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.