Common use of Acceptance of Subleased Premises Clause in Contracts

Acceptance of Subleased Premises. Subtenant agrees to accept the -------------------------------- Subleased Premises in an "as is" condition. Without limiting the foregoing, Subtenant's rights in the Subleased Premises are subject to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of the Subleased Premises and subject to all matters now or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the present or future suitability of the Subleased Premises for the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force as of the date hereof, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible for all of its telephone and communication installation and usage costs.

Acceptance of Subleased Premises. Subtenant agrees to accept the -------------------------------- Subleased Premises in an "as is" condition. Without limiting the foregoing, Subtenant's rights in the Subleased Premises are subject to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of the Subleased Premises and subject to all matters now or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the present or future suitability of the Subleased Premises for the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Premises Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force as of the date hereof, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph PARAGRAPH 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) Section 12101 et seqET SEQ. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and and 3. that Subtenant will be solely responsible for all of its telephone and communication installation and usage costs.

Acceptance of Subleased Premises. Subtenant agrees to accept the -------------------------------- Subleased Premises in an "its current “as is" ” condition, except only that [Sublandlord] agrees, subject to receipt of any required consent of Prime Landlord, to construct or cause to be constructed prior to the Commencement Date a demising wall and door at the location shown in Exhibit C, the cost of construction of such demising wall to be paid by Prime Landlord. Without limiting the foregoing, Subtenant's ’s rights in the Subleased Premises are subject to all localLegal Requirements, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of the Subleased Premises Premises, the terms and subject to conditions of the Prime Lease, and all matters now or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's any agent or representative of Sublandlord agent has made any representation or warranty as to: : (i) the present or future suitability of the Subleased Premises for the conduct of Subtenant's ’s business; ; (ii) the physical condition of the Subleased Premises; ; (iii) the expenses of operation of the Subleased Premises; ; (iv) the safety of the Subleased Premises, whether for the use of by Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; ; (v) the compliance of the Subleased Premises with any applicable laws, regulations Laws; or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect has inspected the Subleased Premises and become thoroughly acquainted with and accept their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided expressly required by laws Laws in force as of the date hereof, Sublandlord has and shall have no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or or the fitness of the Building and the Subleased Premises for Subtenant's ’s intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible for all of its telephone and communication installation and usage costs.

Acceptance of Subleased Premises. Subtenant agrees Sublandlord has previously occupied the Subleased Premises. Sublandlord represents and warrants, to accept its actual knowledge, that the -------------------------------- Subleased Premises in an "as is" condition. Without limiting the foregoing, Subtenant's rights in Building Systems serving the Subleased Premises are subject in good working order as of the Delivery Date and that, to its actual knowledge, there are no repair obligations by Prime Landlord or Sublandlord under the Prime Lease that have not been completed as of the Delivery Date. Sublandlord further represents and warrants that to its actual knowledge there are no currently existing latent defects in the Subleased Premises. Prior to the Delivery Date, Sublandlord shall remove all localof its personal property, state equipment and federal laws, regulations and ordinances governing and regulating the use and occupancy of fixtures from the Subleased Premises and subject Sublandlord shall repair any material damage to all matters now or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the present or future suitability of the Subleased Premises for the conduct caused by its removal of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of such personal property. Sublandlord shall cause the Subleased Premises to be in a broom-clean condition on the Delivery Date. By entering into the Subleased Premises or any part thereof for the purpose of constructing the Subtenant Improvements therein, and except for such matters as Subtenant shall specify to Sublandlord in writing within ten (10) days thereafter, Subtenant shall be conclusively deemed to have agreed that Sublandlord has performed all of its obligations hereunder with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related respect to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except Premises as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises Delivery Date and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were are in good and satisfactory a condition at that complies with the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force requirements of this Sublease as of the date hereofDelivery Date, without any alterations or modifications thereto, except only for latent defects in the existing tenant improvements of which Sublandlord is notified during the Sublease Term. With respect to latent defects, Sublandlord has shall have no duty responsibility to make correct, or liability with respect to, any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, latent defects in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (but in accordance with Paragraph 7 hereof) forthe Prime Landlord’s Consent, from Prime Landlord shall be responsible for the repair of latent defects in the core and against shell of the Building. Subtenant accepts this Sublease subject to all applicable zoning laws and regulations, and any matters easements, covenants or restrictions of record, which arise Sublandlord represents, to its actual knowledge, do not prohibit the general office use of the Subleased Premises. Except as a result otherwise expressly provided in this Sublease, the Prime Lease or the Prime Landlord’s Consent, Subtenant acknowledges that neither Prime Landlord nor Sublandlord nor any agent of Subtenant's failure Prime Landlord or Sublandlord has made any representation or warranty with respect to disclose any relevant information about the Subleased Premises, the Building or any other portion of the Subleased Premises to Park Place Project, including without limitation, any subtenant representation or assignee. Subtenant will comply warranty with all laws and regulations relating respect to the use suitability or occupancy fitness of the Subleased Premises and to the common areasPremises, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible or any other portion of the Park Place Project for all the conduct of its telephone and communication installation and usage costsSubtenant’s business.

Acceptance of Subleased Premises. Subtenant agrees represents to accept Sublandlord that Subtenant has been given the -------------------------------- opportunity to inspect the Subleased Premises prior to the Effective Date and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially the same condition as of the Effective Date, reasonable wear and tear excepted, and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all of Sublandlord’s furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date (“Sublandlord’s Work”). Except for removal of Sublandlord’s furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in an "their “As Is”, “Where Is” condition as is" condition. Without limiting of the foregoingCommencement Date, Subtenant's rights in subject to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises are subject Premises), hereinafter referred to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy as “Legal Requirements”. Sublandlord represents that it has no knowledge of any current violation(s) of the Subleased Premises Legal Requirements or any faults, including but not limited to both latent and subject patent defects, and warrants that if prior to all matters now the Effective Date, Sublandlord does acquire any knowledge of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or hereafter of recordsupply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant acknowledges that except has relied solely on such investigations, examinations and inspections as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent Subtenant has chosen to make or has made and has not relied on any representation or warranty as to: (i) the present or future suitability of concerning the Subleased Premises for or the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased PremisesBuilding, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth hereinin this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant willthat as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord’s Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord’s knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to delivery the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of possession such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force as of the date hereof, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitationbut not limited to, making structural alterations any warranties of title, merchantability or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible fitness for all of its telephone and communication installation and usage costsa particular purpose.

Acceptance of Subleased Premises. Subtenant agrees to accept Sublandlord shall deliver the -------------------------------- Subleased Premises to Subtenant in an "as is" conditionbroom clean condition with any and all damage caused by Sublandlord's occupancy of or move from the Subleased Premises repaired. Without limiting Subject to the foregoing, Subtenant's rights in the Subleased Premises are subject to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of Subtenant has inspected the Subleased Premises and subject accepts the same in its current condition "AS-IS" and waives the right to all matters now make any claim against Sublandlord for any matter directly or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the present or future suitability indirectly arising out of the Subleased Premises for the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) , appurtenances thereto, and the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their conditionimprovement thereof. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will shall be conclusive evidence that the Subleased Premises were are in good and satisfactory condition at the time such possession was so taken. Subtenant specifically agrees thathas determined to its satisfaction that the Subleased Premises can be used for the purposes for which the same is leased. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, except as specifically provided by laws in force SUBLANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY OF THE SUBLEASED PREMISES. Sublandlord represents and warrants to Subtenant that as of the date hereofCommencement Date, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, are in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible for all of its telephone and communication installation and usage costsgood condition.

Acceptance of Subleased Premises. Subtenant agrees to accept the -------------------------------- Subleased Premises premises in an "as is" conditioncondition including the teller counters, steel cabinetry, vaults and night-drop depository existing in the Building as of September 10, 1997. Without limiting the foregoing, Subtenant's rights in the Subleased Premises are subject to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy of the Subleased Premises premises and subject to all matters now or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the a. The present or future suitability of the Subleased Premises for the conduct of Subtenant's business; (ii) b. the physical condition of the Subleased Premises; (iii) c. the expenses of operation of the Subleased Premises; (iv) d. the safety of the Subleased Premisespremises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the e. The compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any f. Any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant willshall, prior to delivery of possession of the Subleased Premisespremises, inspect the Subleased Premises and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will shall be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force as of the date hereof, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures; provided, however, nothing in this sentence shall relieve Sublandlord of any liability based on fraud by Sublandlord. Any information disclosed by Sublandlord is not intended and shall not be construed as a representation or warranty regarding the Subleased Premises. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will shall indemnify and defend Sublandlord (in accordance with Paragraph 7 8 hereof) for, from and against any matters which arise as a result of Subtenantsubtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will shall comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areassubleased Premises, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) s 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other -- --- communication installation and use requirements will shall be compatible with the Building and that Subtenant will shall be solely responsible for all of its telephone and communication installation and usage costs.

Acceptance of Subleased Premises. Subtenant agrees to accept the -------------------------------- Subleased Premises in an "as is" condition. Without limiting the foregoing, Subtenant's rights in Sublandlord shall deliver the Subleased Premises are subject to Subtenant professionally cleaned, including all localcarpeting, state with any and federal laws, regulations and ordinances governing and regulating the use and all damage caused by Sublandlord’s occupancy of or move from the Subleased Premises repaired. Subject to this Section 4, Subtenant has inspected the Subleased Premises and subject accepts the same in its current condition “AS-IS” and waives the right to all matters now make any claim against Sublandlord for any matter directly or hereafter of record. Subtenant acknowledges that except as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent has made any representation or warranty as to: (i) the present or future suitability indirectly arising out of the Subleased Premises for the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) , appurtenances thereto, and the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased Premises, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth herein. Subtenant will, prior to delivery of possession of the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their conditionimprovement thereof. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will shall be conclusive evidence that the Subleased Premises were are in good and satisfactory condition at the time such possession was so taken. Subtenant specifically agrees thathas determined to its satisfaction that the Subleased Premises can be used for the purposes for which the same is leased. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, except as specifically provided by laws in force SUBLANDLORD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR HABITABILITY OF THE SUBLEASED PREMISES. Sublandlord represents and warrants to Subtenant that as of the date hereofCommencement Date, Sublandlord has no duty to make any disclosures concerning the condition of the Building and (a) the Subleased Premises and/or the fitness of the Building are in good condition with all building systems, including but not limited to HVAC, electrical and plumbing in good working order and repair, (b) the Subleased Premises for Subtenant's intended are not currently in violation of any laws, codes, ordinances and other governmental requirements then applicable to the Subleased Premises or the building in which the Subleased Premises are located, and (c) there are no material defects in the Subleased Premises or building which would unreasonably interfere with Sublessee’s use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion enjoyment of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitation, making structural alterations or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible for all of its telephone and communication installation and usage costs.

Acceptance of Subleased Premises. Subtenant agrees represents to accept Sublandlord that Subtenant has been given the -------------------------------- opportunity to inspect the Subleased Premises prior to the Effective Date and has found the same to be satisfactory for all purposes hereunder (subject, however, to the terms hereof); provided that Sublandlord shall deliver the Subleased Premises to Subtenant in substantially the same condition as of the Effective Date, reasonable wear and tear excepted, and the Subleased Premises shall be delivered to Subtenant in broom clean condition with all of Sublandlord's furniture, fixtures and equipment not leased herein removed, the Leased Equipment assembled and in place. Sublandlord shall clean all carpets prior to the Commencement Date ("Sublandlord's Work"). Except for removal of Sublandlord's furniture, fixtures and equipment not leased herein, the requirement of broom clean condition, and the cleaning of all carpets, Subtenant accepts the Subleased Premises in an their "As Is", "Where Is" condition as is" condition. Without limiting of the foregoingCommencement Date, Subtenant's rights in subject to any laws, ordinances, orders, rules, and/or regulations or statutes (state, Federal, municipal, and other agencies and bodies having jurisdiction over the Subleased Premises are subject Premises), hereinafter referred to all local, state and federal laws, regulations and ordinances governing and regulating the use and occupancy as "Legal Requirements". Sublandlord represents that it has no knowledge of any current violation(s) of the Subleased Premises Legal Requirements or any faults, including but not limited to both latent and subject patent defects, and warrants that if prior to all matters now the Effective Date, Sublandlord does acquire any knowledge of any such violation(s) the Sublandlord shall inform the Subtenant of such violation(s). Sublandlord shall have no obligation to furnish, render or hereafter of recordsupply any work, labor, or services not otherwise described herein. In making and executing this Sublease, Subtenant acknowledges that except has relied solely on such investigations, examinations and inspections as may be set forth in Section 4 herein, neither Sublandlord nor Sublandlord's agent Subtenant has chosen to make or has made and has not relied on any representation or warranty as to: (i) the present or future suitability of concerning the Subleased Premises for or the conduct of Subtenant's business; (ii) the physical condition of the Subleased Premises; (iii) the expenses of operation of the Subleased Premises; (iv) the safety of the Subleased PremisesBuilding, whether for the use of Subtenant or any other person, including Subtenant's employees, agents, invitees or customers; (v) the compliance of the Subleased Premises with any applicable laws, regulations or ordinances; or (vi) any other matter or thing affecting or related to the Subleased Premises. Subtenant acknowledges that no rights, easements or licenses are acquired by Subtenant by implication or otherwise except as expressly set forth hereinin this Sublease and as set forth in the following sentence. Sublandlord warrants and represents to Subtenant willthat as of the Effective Date (i) the Master Lease is unmodified and in full force and effect, (ii) no event has occurred or is occurring that would result in Sublandlord's Default under the Master Lease, (iii) Sublandlord is not in Default under the Master Lease, and (iv) to Sublandlord's knowledge, the Landlord is not in Default under the Master Lease. In the event Landlord and Sublandlord amend the Master Lease after the Effective Date but prior to delivery the Commencement Date, Sublandlord shall immediately provide Subtenant with notice of possession such amendment, and Subtenant shall have the right to terminate this Sublease at any time prior to the Commencement Data; provided, however, that any amendment of the Master Lease occurring after the Effective Date shall be subject ot the terms of this Sublease. The foregoing warranties and representations shall survive any termination or expiration of this Sublease. Except for the warranties and representations set forth above and in this Sublease, Subtenant hereby waives all warranties, express or implied, regarding the Subleased Premises, inspect the Subleased Premises and become thoroughly acquainted with their condition. Subtenant acknowledges that the taking of possession of the Subleased Premises by Subtenant will be conclusive evidence that the Subleased Premises were in good and satisfactory condition at the time such possession was taken. Subtenant specifically agrees that, except as specifically provided by laws in force as of the date hereof, Sublandlord has no duty to make any disclosures concerning the condition of the Building and the Subleased Premises and/or the fitness of the Building and the Subleased Premises for Subtenant's intended use and Subtenant expressly waives any duty which Sublandlord might have to make any such disclosures. Subtenant further agrees that, in the event Subtenant subleases all or any portion of the Subleased Premises, Subtenant will indemnify and defend Sublandlord (in accordance with Paragraph 7 hereof) for, from and against any matters which arise as a result of Subtenant's failure to disclose any relevant information about the Building or the Subleased Premises to any subtenant or assignee. Subtenant will comply with all laws and regulations relating to the use or occupancy of the Subleased Premises and to the common areas, including, without limitationbut not limited to, making structural alterations any warranties of title, merchantability or providing auxiliary aids and services to the Subleased Premises as required by the Americans with Disabilities Act of 1990, 42 U.S.C. (S) 12101 et seq. (the "ADA"). Subtenant further agrees -- --- that all telephone and other communication installation and use requirements will be compatible with the Building and that Subtenant will be solely responsible fitness for all of its telephone and communication installation and usage costsa particular purpose.