Common use of Condition of Demised Premises Clause in Contracts

Condition of Demised Premises. Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.

Condition of Demised Premises. Tenant acknowledges hereby acknowledge and agrees confirms that it shall hire Tenant has undertaken a full and take complete examination of the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in Improvements located on the existing condition and state of repair Land as of the date hereof hereof. Tenant is fully familiar therewith, the condition thereof, and the Permitted Encumbrances, and Tenant accepts and agrees to lease the same in their present “AS IS” condition and without recourse to Landlord. Tenant further agrees that no representations, statements any representation or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warrantieswarranty, express or implied, in respect of fact or by law, by Landlord, and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or in respect of the condition any part thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (put. Tenant expressly acknowledges that except as may be expressly set forth provided in this Lease), Landlord has not made any representations or warranties and has held out no inducement to Tenant to execute this Lease. Without limiting the generality of the foregoingforegoing provisions of this Section, Tenant has not relied on any representations or warranties other than as expressly set forth herein warranties, and Landlord has not made any representations and warranties, in either case, express or implied, as to (1i) the current or future real estate tax liability, assessment or valuation of the Demised Premises, ; (2ii) the potential qualification of the Demised Premises for any and all benefits conferred by any federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, financing or any other benefits, whether similar or dissimilar to those enumerated, ; (3iii) the compliance of the Demised Premises, Premises in its current or any future state, state with applicable zoning ordinances and and/or the ability to obtain a change in the zoning Approvals or a variance any other governmental approvals or variances with respect to the Demised Premises’ Premises and possible non-compliance, if any, compliance with any of said zoning ordinances, ordinances or other laws governing the use of the Demised Premises; (4iv) the availability of any financing for the purchasealteration, alteration rehabilitation or operation of the Demised Premises from of any source, ; (5v) the current or future use of the Demised Premises, Premises (including, but not limited towithout limitation, the Permitted Use); (vi) present and future condition and operating state of any and all machinery or equipment on the Demised Premises’ use for residential or commercial purposes, (6) Premises and the present or future structural and physical condition of any buildingof the improvements (latent or patent or otherwise) or their suitability for rehabilitation, renovation or Alteration; (7vii) the ownership or state of title of the Demised Premises or any personal Demised Premises located thereon; (viii) presence or absence of any Requirements and rules or notices of violations of any violations thereofLegal Requirements, and or any obligations affecting the Demised Premises incurred under the provisions of any federal, state or local laws or any regulations promulgated thereunder; (8) ix) the state of title to the Demised Premises; (x) any environmental condition at the Demised Premises or the presence or absence of any Hazardous Materials Material at the Demised Premises; and (as hereinafter defined)xi) the layout, and rents, income, expenses and/or operation of the compliance or non-compliance with any Environmental Laws (as hereinafter defined)Demised Premises. Landlord is not liable or bound in any manner by any verbal or written statements, representation, real estate brokers “set-ups” or any other information pertaining to the Demised Premises or the operation, lay-out, expenses, conditions, income, leases, occupancies or rents furnished by any real estate broker, agent, employee or other Person. Except as otherwise expressly provided in this Lease, Landlord shall in no event whatsoever not be (i) liable for any latent or patent defects defect in the Demised Premises. , (ii) liable for any violations of Legal Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements affecting the Demised Premises (whether or not notices of any Governmental Authority such violations have been issued, filed or recorded), or (as hereinafter definediii) relating required to furnish any services or facilities or to make any repairs or Alterations in any way or to the Demised PremisesPremises during the term of this Lease. Tenant, at its sole cost and expense, hereby assumes the full and sole responsibility for the condition, operation, repair, replacement, maintenance and management of the entire Demised Premises from and after the Commencement Date.

Condition of Demised Premises. 14.1 Tenant acknowledges and agrees that it shall hire and take the Demised Premises from neither Landlord in its present state of title, subject to all existing liens, charges, encumbrances and nor any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf agent of Landlord and Tenant has not relied on made any representations, statements representation or warranties, express or implied, in warranty with respect to the condition of the Demised Premises or in respect of the condition thereof Building or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenancesProject, or title thereto (with respect to the suitability for the conduct of Tenant's business except as may be expressly set forth in this Lease). Without limiting the generality The taking of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification possession of the Demised Premises for any by Tenant shall, except as otherwise agreed in writing by Landlord and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of Tenant conclusively establish that the Demised PremisesPremises and Building were at such time in good, in its current or any future statesanitary and satisfactory condition and repair. Notwithstanding the foregoing, with Landlord shall provide that, on the applicable zoning ordinances and the ability to obtain a change in the zoning or a variance Term Commencement Date with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinanceseach Suite being tendered, (4i) the availability electrical, plumbing, and mechanical systems servicing such Suite are in working order and in good condition, (ii) all ceiling area over such Suite is covered by ceiling tiles that are unbroken, (iii) the roof over such Suite is in good condition and water tight, (iv) there are no cracks, holes, or other damage to walls, floors, and doors at such Suite known to Landlord that have not been repaired, (v) all broken or damaged glass at such Suite has been replaced with new glass, and (vi) the carpet at such Suite is in good condition and there are no areas in need of any financing immediate replacement to make such areas suitable for the purchase, alteration or operation occupancy. Tenant's acceptance of the Demised Premises from any source, (5) the current or future use submission of the Demised Premises, including, but a "punch list" shall not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition be deemed a waiver of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent Tenant's right to have construction defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to Tenant Improvements or the Demised PremisesPremises repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall cause such defects to be repaired. Not withstanding the above, Tenant's right to have Landlord cause such defects to be repaired shall be deemed waived if written notice is not given to Landlord within thirty (30) days of the the date Tenant discovers such defect.

Condition of Demised Premises. 4.1 Tenant acknowledges and agrees that it shall hire and take accepts the Demised Premises from Landlord in its present state of titlecurrent “as-is” condition, subject to all existing liensfaults, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, agrees and acknowledges that the Landlord has made absolutely no representations and/or warranties to the Tenant agrees to accept concerning the Demised Premises “as is,” in or Building, including without limitation, the existing physical condition thereof. 4.2 Notwithstanding anything contained herein to the contrary, if Landlord fails to deliver possession of the Demised Premises to Tenant on or before the Commencement Date, for any reason, other than Tenant Delays or Events of Force Majeure, then the rent and state charges reserved herein shall be abated for each day that delivery of repair possession of the Demised Premises to Tenant is delayed beyond the Commencement Date. 4.3 Landlord hereby represents and warrants to Tenant that, as of the date hereof this Lease is executed by Landlord, the following shall be true and without recourse correct in all material respects: (a) Landlord has not received written notice, and to Landlord. Tenant further agrees that no representations’s actual knowledge is not aware, statements of the violation of any applicable laws, codes, ordinances, rules or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of regulations (“Applicable Laws”) concerning the Demised Premises that would have a material adverse effect on Tenant or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance conduct its business with respect to the Demised Premises’ non-compliance; (b) Landlord has the full right, if anypower and authority to execute and deliver this Lease; (c) Landlord has not filed and is not presently contemplating filing, with said zoning ordinancesany action under any state or federal bankruptcy, insolvency or other similar laws; (4d) the availability Landlord has not received any formal notice of any financing for the purchase, alteration pending condemnation or operation of similar proceeding by any governmental authority which will affect the Demised Premises from any sourceor the Building, and to Landlord’s actual knowledge, there is no proposed or contemplated eminent domain proceeding that would affect the Demised Premises or Building; and (5e) To Landlord’s actual knowledge, there is no litigation or other proceedings pending or threatened against Landlord affecting title to or the current or future use intended uses of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.

Condition of Demised Premises. a. Tenant acknowledges has examined the demised premises and agrees that it shall hire is familiar with the physical condition thereof. Owner, and take the Demised Premises from Landlord anyone in its present state of titleOwner’s behalf, subject to all existing liens, charges, encumbrances has not made and does not make any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representationsabout the demised premises as to the physical condition, statements or warrantiesexpenses, express or impliedoperations, in respect of the Demised Premises or in respect of the condition thereof taxes, water, sewer charges, or the present or future use or occupation that may be made amounts thereof, the zoning fitness for use, occupation or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgagesa particular purpose, or any other benefitsmatters. Tenant accepts the demised premises in an “AS IS” condition, whether similar with all faults and without representation or dissimilar warranty, express or implied (all of which Owner disclaims), including as to quality, layout, area/footage, physical condition, operation, compliance with specifications, absence of latent defects, compliance with laws and regulations (including those enumeratedrelating to health, safety or the environment, and the federal Americans with Disabilities Act (3“ADA”) the compliance of the Demised Premises, in its current or any future statestate or local accessibility standards), with applicable zoning ordinances and the ability to obtain a change in the zoning fitness for any particular use or a variance with respect merchantability, or any other matter whatsoever affecting or relating to the Demised Premises’ non-compliancedemised premises; without limiting the foregoing, if any, with said zoning ordinances, (4) the availability of Owner has not made and does not make any financing for the purchase, alteration representation or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) warranty regarding the presence or absence of any Requirements and hazardous materials on, under or about the demised premises or any violations thereof, and (8) the presence adjacent real property or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance of the demised premises with the comprehensive environmental response, compensation and liability act, the resource conservation recovery act or any Environmental Laws (as hereinafter defined)other federal, state or local statute, law, ordinance, code, rule or regulation relating to or imposing obligations, liability or standards of conduct concerning any hazardous materials, including the presence, use, transportation, storage, disposal, treatment or remediation thereof. Landlord Owner shall in no event whatsoever not be liable for nor bound by any latent verbal or patent defects in the Demised Premises. Requirements shall mean any and all present and future lawswritten statements, rulesrepresentations, ordersreal estate broker set-ups, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way or information pertaining to the Demised Premisesdemised premises furnished by any real estate broker, agent, employee, servant or any other person, firm or corporation. b. Owner shall not be required to perform any work, supply any materials or incur any expense with respect to the demised premises. c. Tenant shall not be entitled to any abatement or reduction of rent or additional rent, or to make any claim for partial or total eviction, actual or constructive, interference with or disruption of business or use of the demised premises, loss of profits, or direct or consequential damages, by reason of or arising from any defects pertaining to the demised premises, any repairs or replacements heretofore or hereafter made, any interference with Tenant’s operations, or any other matter or thing, or cause arising from or in connection with the subject matter of this paragraph.

Condition of Demised Premises. Tenant acknowledges and agrees The parties acknowledge that it shall hire and take the Demised Premises from Landlord shall consist of an unfinished and unimproved space in its present state which Tenant will, promptly after delivery of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect possession of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereofto Tenant, the zoning or other Requirements (as hereinafter defined)at its sole cost and expense, transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as commence to (1) the current or future real estate tax liability, assessment or valuation construct its office space within a portion of the Demised Premises, (2) including all HVAC servicing the potential qualification Demised Premises, and the procuring of all relevant permits and approvals therefor, in accordance with the provisions of Article 6 hereof. Tenant specifically acknowledges and agrees that this Lease and the commencement of Rent hereunder shall not be delayed or affected by the Tenant’s completion or failure to complete Tenant’s improvements to the Demised Premises for any and all benefits conferred by federalthe Rent Commencement Date. Landlord makes no representation or warranty, state express or municipal lawsimplied in fact or by law, whether for subsidies, special real estate tax treatment, insurance, mortgages, as to the nature or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance condition of the Demised Premises, in or its current fitness or availability for any future stateparticular use, with applicable zoning ordinances and or the ability to obtain a change in the zoning income from or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability expenses of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever not be liable for any latent or patent defects in therein, provided, however, nothing contained herein shall reduce Landlord’s or Tenant’s obligations under Article 9 hereof. Tenant represents that Tenant has examined and is fully familiar with the physical condition of the Demised Premises. Requirements shall mean any , the improvements thereon, the sidewalks, the uses thereof, and all present zoning and future laws, rules, orders, ordinances, regulations, statutes other rules and requirements of any Governmental Authority (as hereinafter defined) relating in any way applicable to the Demised Premises, and subject to the provisions of this Lease, Tenant shall accept the Demised Premises without recourse to Landlord, “as is”, in the condition and state in which they now are and agrees, that the Demised Premises complies in all respects with all requirements of this Lease. Except as expressly set forth in this Lease, Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy. Except as set forth in this Lease, Tenant acknowledges and agrees that Landlord has not made, and does not make, any representation or warranty, and Landlord shall have no liability or obligation with respect to any matter relating to the Demised Premises or this transaction, including, without limitation (i) income, expenses, operation, income-producing potential, zoning, physical condition, gross and rentable square footage of the Building, access, fitness for any specific use, merchantability, habitability, soil or the lie and topography, of any portion of the Demised Premises; (ii) violations, if any, (iii) any patent or latent defect in or about the Demised Premises, or in any portion thereof; (iv) the compliance of the Demised Premises with any Legal Requirements; (v) the presence or absence of asbestos, asbestos-containing materials, lead paint or any hazardous substances or wastes in, under or upon the Demised Premises (except as set forth in Article 39 hereof); (vi) the existence, location or availability of utility lines for water, sewer, drainage, electricity or any other utility; (vii) any licenses, permits, approvals or commitments from governmental authority in connection with the Demised Premises; (viii) parking availability and/or (ix) any other matter affecting or relating to the Demised Premises, including the legal state thereof, which is not expressly set forth in this Lease. Tenant is relying upon Tenant’s independent investigations with respect to the foregoing and with respect to all other matters relating to the Demised Premises, other than as expressly set forth in this Lease. Notwithstanding anything herein to the contrary contained in this Lease, (a) Landlord shall promptly cure, at Landlord’s expense, and pay all fines, interest and penalties with respect to, any violations (including any open building permits or stop work orders) or non-compliance with law affecting the Demised Premises or the Building, which actually delays or prevents Tenant from obtaining applicable building permits for Tenant’s Work or otherwise prevents or delays the performance of Tenant’s Work or obtaining of any governmental sign-offs (including, but not limited to, a temporary certificate of occupancy) for Tenant’s Work, or Tenant’s ability to open for business in the Premises, and Rent shall ▇▇▇▇▇ on a day for day basis for each day that Landlord is effecting a cure thereof (in addition to the free rent period) and (b) Landlord shall promptly ▇▇▇▇▇ or remediate, at Landlord’s expense, any Hazardous Materials (including, without limitation, asbestos) existing in or on the Demised Premises on the Commencement Date that is required by applicable law to be abated or remediated, and Rent shall ▇▇▇▇▇ on a day for day basis to the extent Tenant is delayed in performing Tenant’s Work as a result thereof until such legally required abatement or remediation is completed (in addition to the initial free rent period).

Condition of Demised Premises. Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “"as is,” " subject to the Permitted Exceptions, in the existing condition and state of repair as of the date hereof and without recourse to LandlordLandlord except as expressly set forth herein. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ ' non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ ' use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, ordinances regulations statutes and requirements of any Governmental Authority (as hereinafter defined) relating in ). Notwithstanding the foregoing, Landlord shall, as appropriate, make available to, or share with, Tenant, any way remedies available to the Demised PremisesLandlord with respect to Hazardous Materials and Environmental Laws which it may obtain from third parties.

Condition of Demised Premises. 14.1 Tenant acknowledges and agrees that it shall hire and take the Demised Premises from neither Landlord in its present state of title, subject to all existing liens, charges, encumbrances and nor any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf agent of Landlord and Tenant has not relied on made any representations, statements representation or warranties, express or implied, in warranty with respect to the condition of the Demised Premises or in respect of the condition thereof Building or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenancesProject, or title thereto (with respect to the suitability for the conduct of Tenant's business except as may be expressly set forth in this Lease). Without limiting the generality The taking of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification possession of the Demised Premises for any by Tenant shall, except as otherwise agreed in writing by Landlord and Tenant conclusively establish that the Demised Premises and Building were at such time in good, sanitary and satisfactory condition and repair. Notwithstanding the foregoing, Landlord shall provide that, on the Term Commencement Date, (i) the electrical, plumbing, and mechanical systems servicing the Demised Premises are in working order and in good condition, (ii) all benefits conferred ceiling area over the Demised Premises is covered by federalceiling tiles that are unbroken, state or municipal laws(iii) the roof over the Demised Premises is in good condition and water tight, whether for subsidies(iv) there are no cracks, special real estate tax treatment, insurance, mortgagesholes, or any other benefitsdamage to walls, whether similar or dissimilar floors, and doors at the Demised Premises known to those enumeratedLandlord that have not been repaired, (3v) any broken or damaged glass at the Demised Premises has been replaced with new glass, and (vi) the compliance carpet at the Demised Premises is in good condition and there are no areas in need of immediate replacement to make such areas suitable for occupan cy. Without in any way limiting Tenant's rights pursuant to Section 5.4 of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, Work Letter: (4a) the availability of any financing for the purchase, alteration or operation Tenant's acceptance of the Demised Premises from any source, (5) the current or future use submission of the Demised Premises, including, but a "punch list" shall not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition be deemed a waiver of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent Tenant's right to have construction defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to Leasehold Improvements or the Demised PremisesPremises repaired at no cost to Tenant; (b) Tenant shall give notice to Landlord whenever any such defect becomes reasonably apparent, and Landlord shall cause such defect to be repaired; and (c) Tenant's right to have Landlord cause such defects to be repaired shall be deemed waived if written notice is not given to Landlord within thirty (30) days of the date Tenant discovers such defect.

Condition of Demised Premises. Section 27.01. Tenant acknowledges and agrees represents that it shall hire and take the Demised Premises from Landlord in its Premises, the title thereto, any sidewalks, parking areas adjoining the same, and subsurface conditions thereof, and the present state of titlepermitted uses and prohibited uses thereof, subject to all existing liens, charges, encumbrances have been examined by Tenant and any other matters affecting title. Except as specifically set forth in this Lease, that Tenant agrees to accept accepts the Demised Premises “as is,” same "AS IS" in the existing condition and or state in which they or any of repair as of the date hereof them now are, without representation or warranty, express or implied in fact or by law, by Landlord and without recourse to Landlord, as to the title thereto, the nature, condition or usability thereof or the use or uses to which the Demised Premises or any part thereof may be put. Section 27.02. Tenant further agrees that is fully familiar with the physical condition of the Demised Premises and with each and every part thereof, and accepts same in the condition in which they are in on the date of this Lease, and Landlord makes no representations, statements representation or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in warranty with respect to the condition of the Demised Premises or in respect of the condition thereof its fitness or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises availability for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereofparticular use, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever not be liable for any latent or patent defects therein, except as otherwise provided herein. Section 27.03. Nothing in the Demised Premises. Requirements this Lease contained shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating be deemed or construed in any way as constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials for any specific improvement, alteration to or repair of the Demised Premises or any part thereof, nor as giving Tenant any right, power or authority to contract for or permit the rendering of such services or the furnishing of any materials that would give rise to the filing of any lien against the Demised PremisesPremises or any part thereof.

Condition of Demised Premises. 4.1 Tenant acknowledges and agrees that it shall hire and take accepts the Demised Premises from Landlord in its present state of titlecurrent “as-is” condition, subject to all existing liensfaults, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, agrees and acknowledges that the Landlord has made absolutely no representations and/or warranties to the Tenant agrees to accept concerning the Demised Premises “as is,” in or Building, including without limitation, the existing physical condition thereof. 4.2 Notwithstanding anything contained herein to the contrary, if Landlord fails to deliver possession of the Demised Premises to Tenant on or before the Commencement Date, for any reason, other than Tenant Delays or Events of Force Majeure, then the rent and state charges reserved herein shall be abated for each day that delivery of repair possession of the Demised Premises to Tenant is delayed beyond the Commencement Date. 4.3 Landlord hereby represents and warrants to Tenant that, as of the date hereof this Lease is executed by Landlord, the following shall be true and without recourse correct in all material respects: (a) Landlord has not received written notice, and to Landlord. Tenant further agrees that no representations’s actual knowledge is not aware, statements of the violation of any applicable laws, codes, ordinances, rules or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of regulations (“Applicable Laws”) concerning the Demised Premises that would have a material adverse effect on Tenant or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance conduct its business with respect to the Demised Premises’ non-compliance; (b) Landlord has the full right, if anypower and authority to execute and deliver this Lease; (c) Landlord has not filed and is not presently contemplating filing, with said zoning ordinancesany action under any state or federal bankruptcy, insolvency or other similar laws; (4d) the availability Landlord has not received any formal notice of any financing for the purchase, alteration pending condemnation or operation of similar proceeding by any governmental authority which will affect the Demised Premises from any sourceor the Building, and to Landlord’s actual knowledge, there is no proposed or contemplated eminent domain proceeding that would affect the Demised Premises or Building; (5e) To Landlord’s actual knowledge, there is no litigation or other proceedings pending or threatened against Landlord affecting title to or the current or future use intended uses of the Demised Premises. (f) To Landlord’s actual knowledge, including, but it is not limited to, in default under any of the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereofOccupancy Agreements, and (8) no condition exists which with the presence giving of notice or absence passage of any Hazardous Materials (as hereinafter defined), and time could result in Landlord being in default under the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised PremisesOccupancy Agreements.

Condition of Demised Premises. NOTICE OF ACCIDENTS 16.01. Tenant acknowledges and agrees that it shall hire and take has inspected the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept accepts the Demised Premises “same "as is,” in the existing condition and state of repair as of the date hereof and " without recourse to Landlord. Tenant further agrees that no representationsany reliance upon any representation, statements warranty or warrantiesguarantee, either express or implied, have been made by Landlord, its employees or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of agents as to the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality state of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation repair of the Demised Premises, except as provided in this Lease. 16.02. Except as otherwise specifically set forth herein, LANDLORD MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO THE DEMISED PREMISES OR THE FURNITURE. NO WARRANTY OR GUARANTEE SHALL BE IMPLIED OR OTHERWISE CREATED UNDER THE UNIFORM COMMERCIAL CODE (2OTHER THAN THE WARRANTY OF TITLE AS PROVIDED UNDER THE UNIFORM COMMERCIAL CODE) OR OTHERWISE AS TO ANY PROPERTY OR FIXTURES COMPRISING PART OF THE DEMISED PREMISES OR THE FURNITURE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 16.03. Tenant shall promptly notify Landlord of (a) any accident occurring in or about the potential qualification of Demised Premises; (b) any fire or other casualty occurring in or about the Demised Premises for any and or the Parking Area; and (c) all benefits conferred by federal, state damage or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, defects in or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliancePremises or any Building system, if anyfacility or installation therein. (a) Landlord represents and warrants that, to the best of its knowledge, there is no asbestos or hazardous substances or materials in the Building, other than those materials normally found in commercial office buildings (i.e. cleaning supplies, copier toner, etc.). (b) Tenant and Landlord shall at all times comply with said zoning ordinancesapplicable local, state and federal laws, ordinances and regulations relating to Hazardous Substances. (4c) If at any time Landlord or Tenant shall become aware or have reasonable cause to believe that any hazardous material, substance, or waste has been released or has otherwise come to be located on or beneath the availability of any financing for Premises (except as permitted in the purchaseLease), alteration such party shall immediately upon discovering the release or operation presence or suspected presence of the Demised Premises from any sourcehazardous material, (5) substance, or waste, give written notice of that condition to the current or future use of other party. 16.05. Landlord shall, at Landlord's expense, keep and maintain the Demised PremisesDevelopment, including, but not limited toincluding without limitation, the Demised Premises’ use for residential or commercial purposesBuilding, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-in compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future applicable governmental laws, rules, orders, ordinances, and regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premises.

Condition of Demised Premises. Tenant acknowledges that it is leasing the Demised Premises during the Extension Term in its “as is” condition and that Landlord has no obligation to perform any work in the Demised Premises (other than the installation of the Demising Wall, as described below) nor shall Landlord have any obligation to provide Tenant with an allowance for any improvements. At any time during the Extension Term, Landlord shall have the right, upon thirty (30) days notice to Tenant, in its sole discretion, to a build demising wall so as to separate the Demised Premises from the Surrendered Space in accordance with the floor plan attached hereto as Exhibit A (the “Demising Wall”), which provides Tenant with a minimum of 27 feet 10 inches of width in the IT room. During the construction of the Demising Wall, Landlord agrees to use all reasonable efforts and to adhere to all reasonable construction practices to prevent debris and other materials arising from the construction of the Demising Wall from entering the Demised Premises. Until such time that Landlord constructs the Demising Wall, Tenant shall (a) enjoy beneficial use of the entire current IT room, including that portion of the IT room currently located within the Surrendered Space, and (b) be permitted to use the Surrendered Space solely for ingress to and egress from the Demised Premises. In no event shall Tenant be permitted to utilize any portion of the Surrender Space (other then the IT room as provided above) for Tenant’s business. At such time as Landlord constructs the Demising Wall, Landlord may relocate the electrical panels currently located in the portion of the IT room which is part of the Surrendered Premises to a new location within the IT room, which location shall be determined by Landlord in its sole discretion after consultation with Tenant. Landlord agrees that it shall hire and take cooperate with Tenant regarding the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as timing of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect relocation of the Demised electrical panel so as to minimize interference with Tenant’s business. Landlord shall be permitted to create new entrances and exits to and from the Premises or and/or locate the Demising Wall in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties a location other than as expressly set forth herein as the location shown on Exhibit A in order to (1a) comply with any laws, rules or regulations of local, county, state or federal authorities having jurisdiction over the current or future real estate tax liability, assessment or valuation of Complex and (b) provide adequate ingress and egress to the Demised Premises, (2) the potential qualification provided, that any relocation of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) Demising Wall shall not materially affect the compliance square footage of the Demised Premises, in its current or any future state, third floor that Tenant is entitled to occupy pursuant to the Lease. All costs and expenses associated with applicable zoning ordinances creating new entrances and exits and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation creation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use Demising Wall shall be paid for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Premisesby Landlord.

Condition of Demised Premises. (a) Tenant acknowledges and agrees that it shall hire and take the Demised Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises “as is,” in the existing condition and state of repair as of the date hereof and without recourse to Landlord. Tenant further agrees that no representations, statements or warranties, express or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect of the Demised Premises or in respect of the condition thereof or the present or future use or occupation that may be made thereof, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this Lease). Without limiting the generality of the foregoing, Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, in its current or any future state, with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised Premises, including, but not limited to, the Demised Premises’ use for residential or commercial purposes, (6) the present or future structural and physical condition of any building, (7) the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials (as hereinafter defined), and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall in no event whatsoever be liable for any latent or patent defects in the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined). (b) relating Except as hereinafter set forth, (i) the Landlord shall cure all notes or notices of violations of law or municipal ordinances, and all orders or requirements issued as of the Commencement Date by any Governmental Authority (“Existing Violations”), (ii) the Demised Premises shall be leased to Tenant free of all Existing Violations, and (iii) Landlord’s duty to cure Existing Violations shall survive delivery of possession of the Demised Premises to the Tenant. Notwithstanding anything in any way this Lease to the contrary, (A) Landlord shall not be obligated to cure Existing Violations if same shall be cured by Tenant’s Initial Construction (as hereinafter defined) and (B) Landlord shall not be obligated to remove of record prior to delivery of possession of the Demised Premises boiler violation v1160/77 noted against the Demised Premises; provided, however, that Landlord shall have taken all required actions to cure such boiler violation noted against the Demised Premises and pay all fees in connection therewith and shall take all further necessary actions to remove such boiler violation of record. (c) Landlord represents and warrants that the mortgage loan from American Airlines, Inc. to Varsity Transit, Inc. (predecessor-in-interest to Landlord), dated May 31, 1977, and recorded on June 3, 1077, in Reel 991, page 423, in Queens County, in the original principal amount of $602,082.00 (the “American Airlines Mortgage”), has been paid in full and covenants to take all commercially reasonable steps necessary to satisfy the American Airlines Mortgage of record.

Condition of Demised Premises. (a) Tenant acknowledges and agrees that it shall hire is in occupancy of the Retained Premises and take hereby accepts the Demised Retained Premises from Landlord in its present state of title, subject to all existing liens, charges, encumbrances and any other matters affecting title. Except as specifically set forth in this Lease, Tenant agrees to accept the Demised Premises their “as is,AS IS” in the existing physical condition and state of repair as of the date hereof and without recourse Surrender Date, subject, however, to Landlordthe terms of this Paragraph 6. Tenant further agrees that Landlord shall have no representationsobligation to do any work, statements perform any services or warranties, express grant any construction allowances in connection with this Agreement or implied, have been made by or on behalf of Landlord and Tenant has not relied on any representations, statements or warranties, express or implied, in respect the extension of the Demised Premises or in respect term of the condition thereof or the present or future use or occupation that may be made thereofLease, the zoning or other Requirements (as hereinafter defined), transferable development rights, encumbrances thereon, appurtenances, or title thereto (except as may be expressly set forth in this LeaseParagraph 6. (b) Within sixty (60) days after the date of this Agreement, Landlord shall shampoo the carpets in the Retained Premises (“ Landlord’s Work ”). Without limiting the generality of the foregoingAfter Landlord commences Landlord’s Work, Landlord shall complete Landlord’s Work in a reasonably diligent manner. Tenant has not relied on any representations or warranties other than as expressly set forth herein as to (1) the current or future real estate tax liability, assessment or valuation of the Demised Premises, (2) the potential qualification of the Demised Premises for any and all benefits conferred by federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated, (3) the compliance of the Demised Premises, shall cooperate with Landlord in its current or any future state, connection with applicable zoning ordinances and the ability to obtain a change in the zoning or a variance with respect to the Demised Premises’ non-compliance, if any, with said zoning ordinances, (4) the availability of any financing for the purchase, alteration or operation of the Demised Premises from any source, (5) the current or future use of the Demised PremisesLandlord’s Work, including, but without limitation, moving, at Tenant’s cost and expense, such employees, personal property and trade fixtures in the Retained Premises as Landlord may reasonably request. Tenant acknowledges and agrees that the performance of Landlord’s Work may result in inconvenience to Tenant and agrees that Landlord’s Work and the resulting inconvenience shall not limited toconstitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement of Minimum Rent or Adjusted Minimum Rent, or relieve Tenant from any of its obligations under the Demised Lease, as amended hereby, or impose any liability upon Landlord or its agents. (c) Landlord shall reimburse Tenant in an amount equal to the lesser of (i) Tenant’s out-of-pocket expenses actually paid in connection with painting the Retained Premises’ use for residential , or commercial purposes, (6ii) $10,000.00 (such lesser amount being referred to herein as the present or future structural and physical condition “ Painting Allowance ”) . Provided Tenant is not in default beyond the expiration of any building, (7) applicable cure or grace period under the presence or absence of any Requirements and any violations thereof, and (8) the presence or absence of any Hazardous Materials Lease (as hereinafter defined)amended hereby) , and the compliance or non-compliance with any Environmental Laws (as hereinafter defined). Landlord shall pay the Painting Allowance to Tenant within fifteen (15) days after Tenant submits to Landlord invoices evidencing Tenant’s out-of-pocket expenses actually paid in no event whatsoever be liable for any latent or patent defects in connection with painting the Demised Premises. Requirements shall mean any and all present and future laws, rules, orders, ordinances, regulations, statutes and requirements of any Governmental Authority (as hereinafter defined) relating in any way to the Demised Retained Premises.