Common use of Condition of Premises Clause in Contracts

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord represents and warrants to Tenant that, as of the Lease Commencement Date, all mechanical, elevator, HVAC, plumbing and electrical systems servicing the Premises, all structural elements of the Building and the roof of the Building (collectively, the “Building Elements”) shall be in good working order and condition, without taking into account the effect thereon of any Tenant Improvements, Alterations or other modifications to the Premises by Tenant or its agents, employees or contractors; and prior to the Lease Commencement Date, Landlord shall, at no cost to Tenant, undertake such work as may be required to place such Building Elements in good working order and condition. In the event that it is determined, and Tenant notifies Landlord in writing within one hundred twenty (120) days after the Lease Commencement Date, that such representation and warranty above is untrue as of the Lease Commencement Date, and such failure was not caused by Tenant, then it shall be the obligation of Landlord, and the sole right and remedy of Tenant, after receipt of written notice from Tenant setting forth with specificity the nature of the failed performance, to promptly, within a reasonable time and at no cost to Tenant, to correct such failure. Tenant’s failure to give such written notice to Landlord within one hundred twenty (120) days after the Lease Commencement Date shall constitute a conclusive presumption that the Premises and all Building Elements were in good working order and condition as of the Lease Commencement Date. Except as provided in the preceding sentence, having made such inspection of the Premises, the Building and the Project as it deemed prudent and appropriate (including, without limitation, testing for the presence of mold), Tenant hereby accepts the Premises in their condition existing as of the Delivery Date, “AS-IS” and “WITH ALL FAULTS” subject to all applicable zoning, municipal, county and state laws, ordinances and regulations governing and regulating the use and condition of the Premises, and any covenants or restrictions, liens, encumbrances and title exceptions of record, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Except as specifically set forth in this Lease and in the Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant acknowledges that that, except as expressly set forth herein, neither Landlord nor any agent of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building present or the Project, or with respect to the future suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees Neither party has been induced to take the same in its condition “as is” as of the Execution Dateenter into this Lease by, and (b) Landlord shall have no obligation to alterneither party is relying on, repair any representation or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary warranty outside those expressly set forth in this Lease, . Neither Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord nor anyone acting on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on its behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed liable for, nor shall this Lease be subject to have occurred as a result thereofrescission on account of, the nondisclosure of any facts. Tenant expressly waives any right to rescission and/or damages based on nondisclosure of any facts.

Condition of Premises. Within thirty (30) days after completion of the Tenant Improvements, Tenant shall conduct a walk-through inspection of the Premises with Landlord and complete a punch-list of items needing additional work by Landlord. Other than the items specified in the punch- list, by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as improved with the Tenant Improvements in good, clean and completed condition and repair, subject to all applicable laws, codes and ordinances. The punch-list to be prepared by Tenant shall not include any damage to the Premises caused by Tenant's move-in, which damage shall be repaired or corrected by Tenant, at its expense. Tenant acknowledges that neither Landlord nor its Agents have agreed to undertake any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for Alterations or construct any improvements Tenant Improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord this Lease. If Tenant fails to satisfy Landlord’s Delivery Obligation (submit a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure punch-list to Landlord detailing the nature of within such failure thirty (a “Shortfall Notice”); provided30) day period, further, it shall be deemed that any Shortfall Notice must be received by Landlord there are no later than the date items needing additional work or repair. Landlord's contractor shall complete all reasonable punch-list items within thirty (the “Shortfall Notice Deadline”) that is ninety (9030) days after the Execution Datewalk-through inspection or as soon as practicable thereafter. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission Upon completion of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Leasepunch-list items, Landlord shall not have any obligations or liabilities so notify Tenant. Tenant shall approve such completed items in connection with writing to Landlord. If Tenant fails to reasonably approve such items within fifteen (y15) a Delivery Shortfall except to the extent days of notice of completion by Landlord, such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall items shall be deemed to have occurred as a result thereofapproved by Tenant.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not he obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Base, Shell and Core of the Building or the Project(as defined in Section 1 of Exhibit B), or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” existing as of such date without regard to any of the Execution DateTenant Improvements, and (b) Landlord shall have no obligation to alter, repair alterations or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any other improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant in the Premises or Tenant's use of the Premises, and based solely on an unoccupied basis, (including A) does not comply with applicable Laws in effect as of the Tenant Improvements) date hereof, or (ivB) any other event, circumstance contains latent defects (not caused by Tenants acts or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsomissions), then Landlord shallshall be responsible, at Landlord’s its sole cost and expense which shall not be included in Building Operating Expenses (except as otherwise permitted in (and not as an Operating Expenseexcluded in) Section 4 2 hereof), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have for correcting any obligations or liabilities in connection with (y) a Delivery Shortfall except such non-compliance to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as and when required by this Leaseapplicable Laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects described in clause (iiiB) any modifications, Alterations or improvements constructed by or on behalf of Tenant hereinabove within eighteen (including the Tenant Improvements18) or (iv) any other event, circumstance or other factor arising or occurring months after the Term Lease Commencement Date, and in then the correction of any such caseIntent defects shall, no Delivery Shortfall shall subject to Landlords repair obligations in Section 72 hereof, be deemed to have occurred as a result thereofTenant's responsibility at Tenant's sole cost and expense.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect had an opportunity to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with inspect the condition of the Premises and agrees to take accept the same in its condition Premises “as is” in their condition existing as of the Execution Datedate of this Lease, and (b) without any obligation on the part of Landlord shall have no obligation to improve, alter, repair or otherwise prepare clean the Premises in any way for Tenant’s occupancy or to pay for or construct any improvements to the Premiseshereunder, except with respect to payment of the TI Allowance and the Furniture Allowanceas otherwise expressly provided herein. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant : (ma) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense sole expense, perform all work necessary to cause the following conditions to be satisfied (“Landlord’s Section 2.3 Work”): (i) all existing Building systems and improvements (including, but not as an Operating Expense)limited to, promptly remedy the Delivery Shortfall. Notwithstanding anything to existing HVAC, electrical and plumbing systems and all utilities serving the contrary in this Lease, Landlord Premises) shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuseand repair, misconduct, damage, destruction, negligence and/or any other action or omission including selective retrofit and upgrade work to certain of Tenant, Tenant’s contractors or subcontractors, or any such Building systems as reasonably determined by Landlord to be appropriate to accommodate a standard level of their respective employees, agents or invitees, laboratory improvements; (ii) Tenant’s failure to properly repair or maintain the Premises and Service Annex, as required defined below (excluding any improvements constructed in either of them by this LeaseTenant) and the Common Areas of the Center shall comply with all laws, rules, regulations, codes, ordinances, requirements, covenants, conditions and restrictions applicable thereto at the Rent Commencement Date, and shall comply with the terms of Landlord’s warranty set forth in Section 2.3(c) below; (iii) any modifications, Alterations or improvements constructed by or on behalf the roof membrane of Tenant (including the Tenant Improvements) or Building shall be replaced; (iv) any other eventadditional shell or structural work which Landlord in its sole discretion deems necessary or appropriate to prepare the Building for occupancy by Tenant (which additional work may include, circumstance but will not necessarily include or other factor arising or occurring after the Term Commencement Datebe limited to, and in any such case, no Delivery Shortfall structural reinforcement and/or voluntary seismic upgrades) shall be deemed to substantially completed; and (v) Landlord shall have occurred as substantially completed construction of those portions of the Service Annex designated for exclusive or shared use by the occupant of the Building, including all systems and improvements reasonably required for the contemplated use thereof, in accordance with Section 2.3(d) below. As described in the Workletter, a result thereof.detailed (but not necessarily

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the Landlord Work, the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”Obligation (as defined below, but subject to the terms below). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair (provided that Landlord shall remain obligated to complete any punch list items in connection with the Initial Landlord Work (provided that Landlord agrees that any such items are punch list items)). 5.1. Notwithstanding anything to the contrary in this Article, Landlord shall deliver the Premises to Tenant on the Term Commencement Date with the Building systems that Landlord is required to repair and that maintain hereunder, including the heating, ventilating, air conditioning (but excluding any supplemental cooling system installed with respect to any server room in the Premises), electrical, plumbing and fire and life safety systems serving the Premises in good working order, condition and repair as of the Term Commencement Date (“Landlord’s Delivery Obligation was satisfied; provided that, if Obligation”). 5.2. In the event that Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)Obligation, then and Tenant may, as its sole and exclusive remedy, deliver delivers written notice of such failure to Landlord (“Repair Notice”) on or before the date that is sixty (60) days after the Term Commencement Date (such date, the “Repair Notice Date”) detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsfailure, then Landlord shall, at Landlord’s sole cost and expense (and not as an Operating Expense)Tenant’s sole and exclusive remedy for such failure, promptly remedy the Delivery Shortfallmake any repairs reasonably necessary to correct such failure. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a failure to satisfy Landlord’s Delivery Shortfall Obligation except to provide the extent such Delivery Shortfall is express remedies set forth in the immediately preceding grammatical sentence in connection with a failure identified by Tenant in a Shortfall Repair Notice delivered to Landlord on or before the Shortfall Repair Notice Deadline Date. 5.3. For the sake of clarity, in no event shall anything in this Article 5 be construed to relieve Tenant of any costs or obligations related to the normal operation, repairs and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure maintenance of the Existing Building Systems to be in good working order arising from or in connection with (i) relevant systems and equipment that are the misuse, misconduct, damage, destruction, negligence and/or any other action or omission subject of Tenant, TenantLandlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofObligation.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the PremisesThe Premises shall be initially improved as provided in, and subject to, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessTenant Work Letter attached hereto as Exhibit "D" and made a part hereof. Tenant acknowledges that (a) it is fully familiar with the condition of The existing leasehold improvements in the Premises and agrees to take the same in its condition “as is” as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, in each case serving Tenant Work Letter) may be collectively referred to herein as the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s "TENANT IMPROVEMENTS." The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in goodsatisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California or any successor provision of law. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; but subject to payment by and/or reimbursement from Tenant as otherwise provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) herein: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Project pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Project, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Project or otherwise and (iii) to comply with any modificationsfederal, Alterations state or improvements constructed by local law, rule or on behalf of order with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant (including the as possible, but in no event shall Tenant Improvements) be permitted to withhold or (iv) any other event, circumstance reduce Basic Rental or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same, make any claim for constructive eviction or otherwise make claim against Landlord for interruption or interference with Tenant's business and/or operations.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, if Tenant determines within the first thirty (30) days following the Commencement Date that any of the Building systems serving the Premises are not in working order (consistent with the applicable manufacturer’s specifications), Landlord shall deliver possession promptly rectify any such condition or detect at its sole cost and expense after receipt of written notice from Tenant within such time setting forth the nature and extent of any such condition or defect. If after expiration of such initial thirty (30) day period, Tenant is required to make repairs to any component of the Premises for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to Tenant (m) in broom clean condition and (n) with pursue its rights under any such warranties for the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)benefit of Tenant. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Landlord and Tenant agree and acknowledge that Landlord’s Delivery Obligation was satisfied; provided thatthe Exit Audit Report for Gemini Science dated August 20, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2006, then Tenant mayperformed by URS, as its sole the radioactive materials license release survey referenced therein, and exclusive remedythe fume hood decontamination report dated July 18, deliver notice 2008, shall constitute the baseline environmental condition of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date Premises (the “Shortfall Notice DeadlineBaseline Phase I”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineand, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding notwithstanding anything to the contrary in this LeaseArticle 27, Landlord Tenant shall not have no obligation to perform any obligations or liabilities in connection remediation recommendations that are inconsistent with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Baseline Phase I environmental condition of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofPremises.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect other than pursuant to payment the terms and provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Work Letter. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding anything to the contrary in this Lease (but subject to the last grammatical sentence of this Section 5), Landlord hereby represents and that Landlord’s Delivery Obligation was satisfied; provided warrants that, if Landlord fails to satisfy Landlord’s Delivery Obligation as of the Term Commencement Date, (a “Delivery Shortfall”y) the Premises shall be in compliance with the ADA (as defined below), then Tenant mayand (z) the (i) roof of the Building, as its (ii) plumbing, electrical and heating, ventilating and air conditioning systems serving the Premises, and (iii) centralized vacuum, industrial hot water and deionized water systems serving the Premises, shall be in good working order, condition and repair; provided, however, that Tenant’s sole and exclusive remedy, remedy for a breach of such representation and warranty shall be to deliver notice of such failure to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Execution Date (such date, the “Warranty Date”) detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datebreach. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Warranty Date, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice Deadline(but only to the extent that Landlord determines that the breach described in the Repair Notice constitutes an actual breach of the representation and warranty provided by Landlord in subsections (y) and (z) above). The representation and warranty provided by Landlord in subsections (y) and (z) above shall expire, and provided thatbe of no further force or effect, (r) on the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Warranty Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (y) except with respect to any actual breaches identified in a Delivery Shortfall except to the extent such Delivery Shortfall is identified Repair Notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Warranty Date); provided, however, that the expiration of such representation and such Delivery Shortfall gives rise to an obligation warranty shall not derogate from Landlord’s repair and maintenance obligations under Section 18.1 of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Development or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDevelopment.

Condition of Premises. Except as otherwise provided in this Section 6.1 below and the Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the PremisesWork Letter, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall accept each Suite Space in the Premises and agrees to take the same in its “AS-IS” condition “as is” as of the Execution Datedate of execution of this Lease and the date Landlord delivers possession of each such applicable Suite Space in the Premises to Tenant, and (b) Landlord shall have no obligation to alter(a) perform any work therein, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct including, without limitation, demolition of any improvements existing therein or the design, permitting or construction of any tenant finish work, alterations or other improvements therein, or (b) pay for, or reimburse Tenant for, or provide Tenant with an allowance to help Tenant pay for, any costs related to the Premisesdemolition or the design, except with respect to payment permitting or construction of the TI Allowance and the Furniture Allowanceany alterations or improvements therein. Notwithstanding the foregoingforegoing to the contrary, Landlord shall deliver possession if (i) as of the Premises date of delivery by Landlord to Tenant (m) of each Suite Space in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at Building’s base building mechanical, electrical, gas, HVAC, plumbing and/or life-safety systems serving such time Suite Space are not in goodgood order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallDefective Condition”), then and (ii) Tenant may, as its sole becomes aware and exclusive remedy, deliver notice of such failure delivers to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date written notice (the “Shortfall Notice DeadlineDefect Notice”) that of such Defective Condition described hereinabove by the date which is ninety six (906) days months after such date of delivery (the Execution “Outside Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists”), then Landlord shall, at Landlord’s expense sole cost and expense, do that which is necessary to correct such Defective Condition identified in the Defect Notice (and not as an Operating Expense), promptly remedy the Delivery Shortfall“Corrective Work”) within a reasonable period of time after Landlord receives the Defect Notice. Notwithstanding anything If Tenant fails to deliver the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Defect Notice delivered to Landlord on or before prior to the Shortfall Notice Deadline and applicable Outside Date, Landlord shall have no obligation to perform the Corrective Work described hereinabove (but such Delivery Shortfall gives rise to an release of such obligation shall not relieve Landlord of Landlord to remedy such Delivery Shortfall its other obligations under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofunder Section 8.1 below).

Condition of Premises. Except to the extent that Landlord is obligated to construct improvements in the Premises, as provided on a Rider 101 attached to this Lease, and except for Landlord’s agreement to complete or correct “punch list items,” as described in the second paragraph of this Section 4.01, the Premises are delivered to Tenant acknowledges that neither and are being leased “AS IS” and “WITH ALL FAULTS,” and Landlord nor any agent of Landlord has made any makes no representation or warranty of any kind, expressed or implied, with respect to the condition of the Premises (including habitability, fitness or suitability for particular purpose of the Premises, or that the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance Premises have been constructed in a good and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”workmanlike manner). Tenant’s TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LANDLORD HEREBY DISCLAIMS, AND TENANT WAIVES THE BENEFIT OF, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF HABITABILITY, FITNESS OR SUITABILITY FOR PURPOSE, OR THAT THE BUILDING OR THE IMPROVEMENTS IN THE PREMISES HAVE BEEN CONSTRUCTED IN A GOOD AND WORKMANLIKE MANNER. The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant conclusively establish establishes that the Premises, Premises and the Building and the Project were at such that time in goodsatisfactory order and condition except for (i) minor matters of structural, sanitary mechanical, electrical, and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails finish adjustment in the Premises (commonly referred to satisfy Landlord’s Delivery Obligation (as “punch list items”) specified in reasonable detail on a “Delivery Shortfall”), then list delivered by Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure within fifteen (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9015) days after the Execution Date. In date on which Tenant takes possession of the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, Premises and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain defects not discoverable on inspection and about which Tenant notifies Landlord within one (1) year after taking possession of the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) Premises. Landlord neither makes nor offers any other event, circumstance construction warranties of any kind or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofnature whatsoever.

Condition of Premises. Landlord shall cause the following elements of the Project and the Premises to be in good working order, condition and repair as of the date of delivery of the Premises to Tenant for construction of Improvements therein pursuant to the Tenant Work Letter attached hereto as Exhibit “D”: (i) the heating, ventilating and air conditioning systems of the Project, (ii) the electrical system of the Project, (iii) the fire/life safety system of the Project, (iv) the plumbing system of the Project, and (v) the structural portions of the 26672 Building and the 26642 Building including, without limitation, ground floor slabs which shall, without limitation, have moisture content acceptable for construction of the Improvements as provided in Section 1 of the Tenant Work Letter. The foregoing obligation of Landlord shall not, however, include any such items to the extent such items will be demolished or modified by Tenant in connection with Tenant’s construction of the Improvements pursuant to the Tenant Work Letter. If any such items specified in this Article 8 above are not in good working order, condition and repair as of such date, then as Tenant’s sole remedy, upon notice from Tenant, Landlord shall, at Landlord’s sole cost and expense, cause such items to be in good working order, condition and repair; provided, however, that, unless and to the extent such items are not in good working order, condition and repair as a result of latent defects not reasonably discoverable by an inspection of the Project or Premises, if Tenant fails to so notify Landlord in writing that any such items are not in good working order, condition and repair within fifteen (15) business days after Landlord’s delivery of the Premises to Tenant for construction of Improvements therein, Landlord shall be deemed to have satisfied its obligations with respect to this Article 8 above. Furthermore, Landlord shall, at Landlord’s sole cost and expense, (a) cause the Project to comply with any current requirements of the ADA (provided that this obligation shall not apply to the Premises nor to any requirements attributable to Tenant’s use of the Premises or Tenant’s specific Improvements within the Premises), and (b) cause the Premises, as of the date of delivery of possession thereof, to comply with any applicable Laws regarding mold, mildew, fungus or other dangerous organisms, except to the extent that such areas will be demolished as a part of the Improvements to be constructed by Tenant pursuant to the Tenant Work Letter. Except as set forth in this Article 8 above, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant’s purposes. Tenant acknowledges that that, except as set forth in this Article 8, neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Project in its condition decision to enter into this Lease and let the Premises in the above-described condition. Nothing contained herein is intended to, nor shall, obligate Landlord to implement sustainability practices for the Project or to seek certification under, or make modifications in order to obtain, a certification from LEED or any other comparable certification. The Premises shall be initially improved as provided in, and subject to, the Tenant Work Letter attached hereto as Exhibit “as isD” and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) together with the existing base building heating, ventilating and air conditioning system and Improvements (as defined in the existing base building electrical, lighting and plumbing systems, Tenant Work Letter) may be collectively referred to herein as the “Tenant Improvements.” Subject to Landlord’s obligations as provided in each case serving the Premises (collectivelythis Article 8 above, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Premises and the Project were at such time in good, sanitary satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and satisfactory condition Sections 1941 and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice 1942 of such failure to Landlord detailing the nature Civil Code of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, California or any successor provision of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoflaw.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Subject to the condition terms and conditions of this Lease, Tenant will rely solely upon its own inspection, investigation and analysis of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same matters described in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) this Section 2.02 in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallentering into this Lease and, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary expressly set forth in this Lease, Landlord shall the ESAs, and the EIA, will not have rely in any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) way upon any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuserepresentations, misconductstatements, damageagreements, destructionwarranties, negligence and/or any other action or omission of Tenantstudies, Tenant’s contractors or subcontractorsreports, or any of their respective employeesdescriptions, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance guidelines or other factor arising information or occurring after the Term Commencement Datematerial furnished by Landlord or its representatives or consultants, and in whether oral or written, express or implied, of any nature whatsoever regarding any such casematters, no Delivery Shortfall shall be deemed to have occurred as a result thereofexcept for Landlord’s representations or warranties expressly provided for in this Lease and the Related Agreements. EXCEPT FOR LANDLORD’S EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS LEASE AND THE RELATED AGREEMENTS, TENANT HAS ACCEPTED AND HEREBY ACCEPTS, AND HAS LEASED AND HEREBY LEASES THE PREMISES FROM LANDLORD IN ITS “AS IS”, “WHERE IS”, “WITH ALL FAULTS” CONDITION WITHOUT ANY REPRESENTATION OR WARRANTY BY LANDLORD OR ANY OF LANDLORD’S REPRESENTATIVES OR CONSULTANTS, WHETHER EXPRESSED, IMPLIED OR STATUTORY (ALL OF WHICH ARE WAIVED BY TENANT AND DISCLAIMED BY LANDLORD TO THE FULLEST EXTENT PERMITTED BY LAW). EXCEPT FOR LANDLORD’S EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS LEASE, TENANT IS NOT RELYING ON ANY (AND NEITHER LANDLORD OR ANY OTHER PARTY ACTING ON BEHALF OF LANDLORD HAS MADE ANY) REPRESENTATIONS OR WARRANTIES BY LANDLORD OR ANY OTHER PARTY IN CONNECTION WITH THIS LEASE AND TENANT IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PREMISES, THE STATUS OF ENTITLEMENTS FOR THE PREMISES AND ANY OTHER MATTERS. TENANT FURTHER ACKNOWLEDGES THAT, EXCEPT FOR LANDLORD’S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY PROVIDED IN THIS LEASE AND THE RELATED AGREEMENTS, LANDLORD DOES NOT HAVE ANY OBLIGATION TO PERFORM ANY REPAIRS, MAINTENANCE OR OTHER WORK WHATSOEVER ON OR TO THE PREMISES AND THAT TENANT SHALL BE RESPONSIBLE FOR ALL SUCH WORK, INCLUDING, WITHOUT LIMITATION, SITE WORK, SITE INVESTIGATIONS, UTILITY CONNECTIONS, AND ALL OTHER IMPROVEMENTS. THE PROVISIONS OF THIS SECTION 2.02 HAVE BEEN NEGOTIATED IN GOOD FAITH, AND FREELY ACCEPTED, BY BOTH TENANT AND LANDLORD, AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION BY LANDLORD OF, AND TENANT DOES HEREBY DISCLAIM, ANY AND ALL WARRANTIES BY LANDLORD, EXPRESS, IMPLIED OR STATUTORY, WHETHER ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE OR ANOTHER LAW NOW OR HEREAFTER IN EFFECT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF LANDLORD EXPRESSLY SET FORTH IN THIS LEASE AND THE RELATED AGREEMENTS.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Original Premises and and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the Execution first day of the Extension Term, (b) agrees to take the Additional Premises in its condition “as is” as of the First Floor Additional Premises Term Commencement Date and the Fourth Floor Additional Premises Term Commencement Date, and as applicable, except that it shall be vacant of occupants, (bc) Landlord shall have no obligation to alter, repair or otherwise prepare the Original Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Original Premises, except as may be expressly provided in the Lease, and (d) Landlord shall have no obligation to alter, repair or otherwise prepare the Additional Premises for Tenant’s occupancy or to pay for or construct any improvements to the Additional Premises, except with respect to payment of the First Floor TI Allowance and Allowance, or if elected, the Furniture Fourth Floor TI Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of hereby acknowledges that Tenant has no obligation to remove or restore any alteration existing in the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking as of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In , other than such obligations set forth in the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything Third Amendment with respect to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline IT Space and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall as may be required under the immediately preceding sentence and/or (z) any failure Section 18.2 of the Existing Building Systems Lease with respect to be in good working order arising from or in connection with (i) the misusetelephone and data systems, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, wiring and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofequipment.

Condition of Premises. Tenant hereby agrees to accept the Premises (including the Existing Premises and the Expansion Space) in its “as-is” condition and Tenant hereby acknowledges that neither Landlord nor Landlord, except as otherwise provided below and in the Lease, shall not be obligated to provide or pay for any agent improvement work or services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises and agrees except as set forth in the Lease. Notwithstanding anything above to take the same contrary, in its condition “as is” the event that, as of the Execution Datedate of execution of this Second Amendment, the Building’s “Systems and Equipment” (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment as defined in Section 4.2.4 of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingOriginal Lease), Landlord shall deliver possession in their condition existing as of such date without regard to any of the Premises to Tenant (m) Improvements, alterations or other improvements existing in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession Expansion Space as of the Premises shall, except as otherwise agreed date hereof and/or to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on constructed or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed installed by or on behalf of Tenant (including in the Tenant Improvements) Expansion Space or (iv) any other eventTenant’s use of the Expansion Space, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsbased solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 of the Original Lease), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Expansion Commencement Date, then the correction of any such latent defects shall, at subject to Landlord’s expense repair obligations in Section 7.2 of the Original Lease (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall correction is identified by a responsibility of Tenant in a Shortfall Notice delivered pursuant to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Section 7.1 of the Existing Building Systems to Original Lease), be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) responsibility at Tenant’s failure sole cost and expense. Pursuant to properly repair or maintain Civil Code ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that, as of the Premises as required date hereof, the Expansion Space has not undergone inspection by this Lease, a Certified Access Specialist (iii“CASp”) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including to determine whether the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpansion Space meet all applicable construction-related accessibility standards under California Civil Code Section 55.53.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date: provided, however, in the event that, during the first twelve (12) months of the Lease Term, the Base, Shell and Core of the Building (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant’s use of the Premises, (A) does not comply with applicable laws, seismic, fire and life safety codes, and the ADA, in effect as of the date hereof, or (B) contains defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such non-compliance to the extent required by applicable laws, and/or correcting any such defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such defects described in clause (B) hereinabove within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements such zoning/use permits (if any are required) shall not affect Tenant’s obligations under this Lease). Subject to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyLandlord’s delivery obligations hereunder, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent Except as provided below, Tenant’s taking possession of the Premises shall be deemed to be Tenant’s acceptance of the Premises in the order and condition as then exists. No promise of Landlord has made any representation to alter, remodel, decorate, clean or warranty with respect to improve the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation respecting the condition of the Premises or the Building have been made by Landlord to Tenant, except for “Landlord’s Work” described in the Work Letter attached as Exhibit “B”, or as otherwise contained herein. Landlord shall deliver the existing Building systems and agrees to take fixtures within, or servicing, the same Premises upon completion of Landlord’s Work in its condition “as is” good working order as of the Execution respective Commencement Date(s), provided the Commencement Date, Rent and Tenant’s other obligations with respect to the Expansion Premises shall be postponed for the period (not to exceed thirty (30) days) that Tenant is not reasonably able to occupy the Expansion Premises because Landlord fails by (without contributory fault by Tenant or Tenant’s space planners, architects, contractors, agents and employees) to: (i) deliver possession of the Expansion Premises, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct substantially complete any improvements to the Premises, except with respect Expansion Premises required to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing be performed by Landlord and under this Lease by the Commencement Date for the Expansion Premises set forth in Section 1. No postponement of rent shall occur in the event there exist any delays due to Tenant, conclusively establish that the Premisesits space planners, the Building and the Project were at such time in goodarchitects, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employeescontractors, agents or inviteesemployees. Any such delay in the Commencement Date shall not subject Landlord to liability for loss or damage resulting therefrom, (ii) and Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection sole recourse with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall respect thereto shall be deemed to have occurred as a result thereofthe postponement of Rent and other obligations described herein.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition Tenant’s taking possession of the Premises, the Building Premises or the Project, or with respect to the suitability any portion thereof shall be conclusive evidence against Tenant that such portion of the PremisesPremises was then in good order and satisfactory condition, subject to Landlord’s obligations under this Lease and the Building or the Project for the conduct of Tenant’s businessWorkletter. Tenant acknowledges that, except as otherwise expressly set forth in this Lease or the Workletter, the Premises shall be accepted by Tenant in their “as-is” condition, and that (a) it is fully familiar with no promise by or on behalf of Landlord, any of Landlord’s Constituent Members, the leasing agent of the Project or any of their respective agents, partners or employees, to alter, remodel, improve, repair, decorate or clean the Premises has been made to or relied upon by Tenant, and that no representation respecting the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in goodby or on behalf of Landlord, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsconstituent members, or any of their respective employeesagents, agents partners or inviteesemployees has been made to or relied upon by Tenant, except as provided below and in the Workletter, and further provided that during the three (ii3) Tenant’s failure to properly repair or maintain year period commencing on the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseDate, Landlord shall reimburse Tenant for alterations, improvements and/or refurbishment (collectively, the “Refurbishment”) of the Original Premises, in an aggregate amount not have any obligations or liabilities in connection with to exceed $116,888.00 (ythe “Refurbishment Allowance”). The Refurbishment Allowance shall be payable to Tenant within thirty (30) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered days after presentation to Landlord on or before the Shortfall Notice Deadline of paid invoices, contractor’s sworn statements, final waivers of lien and such Delivery Shortfall gives rise to an obligation other documentation as may reasonably required by Landlord showing that the Refurbishment has been completed and fully paid for in accordance with the requirements of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) Section 14 hereof, provided that any failure undisbursed portion of the Existing Building Systems to be in good working order arising from or in connection with (i) Refurbishment Allowance for which Tenant has not requested reimbursement and submitted the misuseaforesaid documentation within the aforesaid 3-year period, misconducttime being of essence, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofforfeited by Tenant and retained by Landlord without any claim thereon by Tenant.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is in possession of the Premises, the Building or the Project, or with respect and Tenant has and hereby agrees to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of accept the Premises and agrees to take the same in its condition existing “as isAS-IS,” as of the Execution Date“WHERE-IS,” and “WITH ALL FAULTS” condition, and (b) Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare improve the Premises for Tenant’s occupancy or to pay for or construct at any improvements to time through the Premises, except with respect to payment expiration of the TI Allowance and the Furniture Allowance. Notwithstanding Extension Term; provided, however, notwithstanding the foregoing, Landlord shall deliver possession provide Tenant with an allowance of up to (but not to exceed) a total of $51,305.00 (equal to $1.00 per usable square foot in the Premises Premises) (“Allowance”), which Allowance shall be disbursed to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). as a reimbursement of Tenant’s taking of possession of the Premises shall, except as otherwise agreed expenses paid by Tenant to third-parties in writing connection with leasehold improvements made by Landlord and Tenant, conclusively establish that Tenant to the Premises, which leasehold improvements shall be constructed in accordance with and subject to all of the Building existing terms and provisions of the Project were at such time in goodLease, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatincluding, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)without limitation, then Tenant may, as its sole and exclusive remedy, deliver notice Paragraph 4(b) of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateLease. In the event Tenant desires any such reimbursement of the Allowance, Tenant shall notify Landlord of the amounts that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense wants reimbursed (and not as an Operating Expense), promptly remedy such request shall include actual copies of paid invoices reflecting amounts Tenant desires to have reimbursed) within sixty (60) days following the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Extension Term Commencement Date, and and, notwithstanding anything herein to the contrary, if Tenant fails to so notify Landlord in writing of such amounts Tenant desires to have reimbursed within said sixty (60) day period, Tenant shall not be entitled to any such casereimbursement and all such Allowance shall belong to Landlord and Tenant shall have no rights thereto. Landlord’s payment of the Allowance, no Delivery Shortfall or such portion thereof as Tenant may be entitled to, shall be deemed made within thirty (30) days after each and all of the following conditions shall have been satisfied: (a) the improvements shall have been completed in accordance with the plans submitted to and approved by Landlord in accordance with Paragraph 4(b) of the Lease; (b) Tenant shall have occurred as a result thereofdelivered to Landlord satisfactory evidence that all mechanics’ lien rights of all contractors, suppliers, subcontractors, or materialmen furnishing labor, supplies or materials in the construction or installation of the leasehold improvements have been unconditionally waived, released, or extinguished; (c) Tenant shall have delivered to Landlord paid receipts or other written evidence satisfactorily substantiating the actual amount of the construction costs of the leasehold improvements; and (d) Tenant shall not then be in default of any of the provisions of the Lease. Tenant acknowledges and agrees that any obligations of Landlord originally existing in the Lease to complete leasehold improvements and/or furnish allowance with respect to the Premises, if any, have been completed and/or satisfied in their entirety, and any provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect.

Condition of Premises. Tenant acknowledges [THIS AGREEMENT IS NOT SUBJECT TO ANY INSPECTION CONTINGENCIES]. The BUYER agrees that neither Landlord he has inspected said Premises, is satisfied with the physical condition thereof and agrees to accept at closing the Premises in the condition that it was in at the time that all the Buyer’s building inspections were completed, on an "as is" basis, reasonable wear and tear excepted, subject to the provisions of Paragraph 11 hereof. SELLER represents that all appliances and systems on the Premises (including the furnace, heating and air conditioning systems and any appliances included in the sale) are in working order and will be in the same condition at the time of closing as they were on the date that all the BUYER’s building inspections were completed, reasonable wear and tear excepted. SELLER represents that the floor areas under any area rugs or furniture, and the wall areas behind any furniture, wall hangings or other objects, are of substantially the same condition and material as the floor and wall areas that are visible to inspection by BUYER without moving any of the foregoing, and there are no holes in the floors or walls hidden by the same, with the exception that reasonable nail holes shall be deemed to be acceptable. Neither SELLER nor any agent of Landlord has SELLER's agents have made any representation representations or warranty with respect warranties as to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businesssaid Premises on which BUYER has relied other than as expressly set forth in this Agreement. Tenant acknowledges The SELLER agrees that (a) it is fully familiar with the condition of the Premises and agrees to take shall be the same in its condition “as is” on the date of closing of title as of the Execution Datedate that all the BUYER’s building inspections were completed, reasonable wear and (b) Landlord shall have no obligation to altertear excepted, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements subject to the Premises, except with respect to payment provisions of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofParagraph 11 hereof.

Condition of Premises. Tenant hereby agrees that the Premises shall be taken "as is", "without any representations or warranties", subject to latent defects and except as expressly set forth herein, and Tenant hereby acknowledges and agrees that neither Landlord nor any agent of Landlord it has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with investigated and inspected the condition of the Premises and agrees the suitability of same for Tenant's purposes. The Premises shall be initially improved as provided in, and subject to, the terms of this Lease and the Tenant Work Letter attached hereto as Exhibit C and made a part hereof. The work described on attached Exhibit C is referred to take herein as the same in its condition “"Tenant's Work." Landlord reserves the right from time to time, but subject to payment by and/or reimbursement from Tenant as is” as otherwise provided herein: (i) to install, use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Execution DateBuilding pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, in the Premises or the Building provided that such work does not unreasonably interfere with Tenant's intended use of the Premises and/or Tenant's operations within the Premises, and provided that such work does not reduce the size of the Premises, (ii) to alter, close or relocate any facility in the Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise, provided that Landlord provides adequate substitute facilities and provided that such work does not reduce the size of the Premises, and (biii) to comply with any federal, state or local law, rule or order with respect thereto or the regulation thereof not currently in effect. Landlord shall have no obligation use commercially reasonable efforts to alter, repair or otherwise prepare the Premises for minimize interference with Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance's business. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant that Landlord requires access to the Premises in a Shortfall Notice delivered order to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) exercise any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuserights contained herein, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall access shall be deemed subject to have occurred as a result thereofthe requirements set forth in Article 13 herein.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect Notwithstanding anything in the Lease to the condition contrary, Tenant is currently in possession of the Premises, the Building or the Project, or with respect to the suitability entirety of the PremisesSuite 400 Space (other than the portion of the Suite 400 Space currently occupied by Western Bank, which Landlord shall deliver to Tenant following Western Bank’s surrender of the Building or same), ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ Space and agrees to accept the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition entirety of the Premises and agrees to take the same in its condition “as is” as (inclusive of the Execution DateSuite 900 Space) from Landlord, in their existing “AS-IS”, “WHERE-IS” and (b) “WITH ALL FAULTS” condition, and, except as provided in the Lease, Landlord shall have no obligation whatsoever to alter, repair refurbish or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct improve any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession portion of the Premises at any time during the Lease Term; provided, however, Landlord hereby agrees to provide to Tenant an allowance equal to $5,147,765.00 (mwhich is equal to (i) in broom clean condition and $125.00 per square foot of Rentable Area for the Suite 600 Space, plus (nii) with $75.00 per square foot of Rentable Area for the existing base building heatingSuite 500 Space, ventilating and air conditioning system and plus (iii) $25.00 per square foot of Rentable Area for the existing base building electricalSuite 400 Space, lighting and plumbing systems, in each case serving plus (iv) $90.00 per square foot of Rentable Area for the Premises Suite 900 Space) (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery ShortfallConstruction Allowance”), then which shall be utilized for the construction of certain improvements to the Premises in accordance with the terms and conditions of the work letter attached hereto as Exhibit B. In no event shall the Landlord’s Construction Allowance allocable to the Suite 500 Space be available prior to the Existing Expiration Date unless Tenant mayrequests disbursement of the same prior to such date, in which case, effective as its sole of the date Landlord disburses any portion of the Landlord’s Construction Allowance allocable to the Suite 500 Space, the Basic Annual Rent and exclusive remedyBase Year with respect to the Suite 500 Space shall be adjusted as set forth in Sections 5(a) and 6(b) above. In addition, deliver notice in no event shall the Landlord’s Construction Allowance allocable to the Suite 400 Space be available prior to September 1, 2019 unless Tenant requests disbursement of the same prior to such failure date, in which case, effective as of the date that Landlord disburses any portion of the Landlord’s Construction Allowance allocable to Landlord detailing the nature of such failure (a “Shortfall Notice”); providedSuite 400 Space, further, the Basic Annual Rent and Base Year with respect to the Suite 400 Space shall be adjusted as set forth in Sections 5(a) and 6(c) above. Tenant acknowledges and agrees that any Shortfall Notice must be received by obligations of Landlord no later than originally existing in the date (Lease to complete leasehold improvements and/or furnish allowance with respect to the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineSuite 500 Space, if any, have been completed and/or satisfied in their entirety, and provided thatany provisions in the Lease providing for such obligations are hereby null and void and of no further force or effect. With respect to the Suite 900 Space, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure upon delivery of the Existing same to Tenant, such space shall be clean and the base Building Systems to systems serving the Suite 900 Space shall be in good working order arising from or in connection with (i) based on the misuse, misconduct, damage, destruction, negligence and/or any other action or omission then existing condition and configuration of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofSuite 900 Space.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition on the Lease Commencement Date; provided, however, in the event that, as of the date of execution of this Lease, the Building’s “Systems and Equipment” (as defined in Section 4.2.4 of this Lease), in their condition existing as of such date without regard to any of the Tenant Improvements, alterations or other improvements existing in the Premises as of the date hereof and/or to be constructed or installed by or on behalf of Tenant in the Premises or Tenant’s use of the Premises, and based solely on an unoccupied basis, contains latent defects, then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in Section 4.2 hereof), for correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of any such latent defects within twelve (12) months after the Lease Commencement Date, then the correction of any such latent defects shall, subject to Landlord’s repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant’s responsibility at Tenant’s sole cost and expense. Pursuant to Civil Code ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ that, as of the date hereof, the Premises has not undergone inspection by a Certified Access Specialist (“CASp”) to determine whether the Premises meet all applicable construction-related accessibility standards under California Civil Code Section 55.53. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any alterations, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations upgrades or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofthereto.

Condition of Premises. After the Expiration Date or earlier termination of this Lease, or the termination of Tenant’s right to possess the Premises, Tenant acknowledges that neither shall (i) deliver to Landlord nor any agent of the Premises in a safe, “broom clean,” neat, sanitary, and operational condition with all improvements and alterations as set forth in Section 6.4 located thereon in good repair and condition, reasonable wear and tear excepted (subject, however, to Tenant’s maintenance obligations), and with the HVAC System, lights and light fixtures (including ballasts), and overhead doors and related equipment in good working order, (ii) deliver to Landlord has made any representation or warranty the Premises with respect cleaned floors, (iii) deliver to Landlord all keys and parking and access cards to the condition of Premises, (iv) remove all signage placed on the Premises, the Building or Building, the Project, or with respect to the suitability of Land by or at Tenant’s request, and (v) remove all racking and repair any damage caused thereby. All fixtures, alterations, additions, and improvements (whether temporary or permanent) shall be Landlord’s property and shall remain on the Premises, the Building or the Project for the conduct of Tenantunless removal was required as a condition to Landlord’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceconsent thereto. Notwithstanding the foregoing, Tenant shall remove all unattached trade fixtures, furniture, and personal property placed in the Premises by Tenant (but Tenant shall not remove any such item which was paid for, in whole or in part, by Landlord). All items not so removed shall, at the sole option of Landlord, be deemed abandoned by Tenant and may be appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to Tenant and without any obligation to account for such items, and Tenant shall deliver possession pay for the costs incurred by Landlord in connection therewith. All work required of Tenant under this Section 17 shall be coordinated with Landlord and be done in a good and workmanlike manner, in accordance with all Laws (defined below), and so as not to damage the Building or unreasonably interfere with other tenants’ use of their premises. Tenant shall, at its expense, repair all damage caused by any work performed by Tenant under this Section 17, provided that in the case of alterations or improvements that Tenant is required to remove, Tenant shall restore the Premises to the condition existing prior to the installation of such alterations. If Tenant (m) in broom clean condition and (n) with the existing base building heatingfails to perform work under this Section 17, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing Tenant shall pay all costs incurred by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at in performing such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation work within ten (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result request thereof.

Condition of Premises. 22.01 The parties acknowledge that Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to inspected the condition of the Premises, Premises and the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it and is fully familiar with the physical condition thereof and Tenant agrees to accept the Premises at the commencement of the Premises and agrees to take the same Term in its condition then “as is” condition, subject to the performance by Landlord of Landlord’s Work (as defined below). Except for the performance of the Execution DateLandlord’s Work, Tenant acknowledges and (b) agrees that Landlord shall have no obligation to alter, repair do any work in or otherwise prepare to the Premises in order to make it suitable and ready for occupancy and use by Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingThe above notwithstanding, Landlord shall deliver possession of ensure that the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving Building systems servicing the Premises (collectively, the “Existing Building Systems”and for which Landlord is required to provide services to Tenant hereunder) are in good working order on the Commencement Date (“which, in some instances, may be deemed to be in working order at the core connection point to such system, as distribution of same may be part of Landlord’s Delivery Obligation”Work). Tenant’s taking of possession of the Premises shall, except as otherwise agreed Landlord shall be responsible to cure any latent defects in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; Work for a period of one (1) year from the Commencement Date, provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then that Tenant may, as its sole and exclusive remedy, deliver provides notice of such failure to Landlord detailing of any such latent defects prior to the nature expiration of such failure said 1-year period. (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord a) By no later than the date (the “Shortfall Notice Deadline”) that which is ninety (90) days after following the Execution Datedate hereof (time being of the essence with respect to such date), Tenant shall be entitled to request modifications (without same being deemed a Change Order (as defined below)) to be made to the schematic drawings annexed hereto as Exhibit D which modifications shall be limited to changes to the finishes to be used in Landlord’s Work and/or the specifications related to Tenant’s supplemental air-conditioning system, provided, however, in no event shall Tenant be entitled to request any modifications to the layout of the Premises shown on Exhibit D other than to add a room (within the Premises) shown housing Tenant’s supplemental air-conditioning equipment shown on Exhibit D. If Tenant requests such modifications, as detailed above, Tenant shall request same in a notice to Landlord (a “Work Modification Notice”), which Work Modification Notice shall detail the requested modifications with specificity. In Any such modifications requested by Tenant pursuant to the event that Work Modification Notice shall be subject to Landlord’s approval, to be granted or withheld in accordance with the terms and conditions of Article 8 hereof (as if such modifications were an Alteration thereunder). Any actual delays experienced by Landlord receives in the substantial completion Landlord’s Work as a Shortfall Notice on result of reviewing, approving or before the Shortfall Notice Deadline, performing any approved modifications requested by Tenant (and provided that, (r) the Delivery Shortfall was not arising due to any delays caused by Landlord in connection with same) detailed in a Work Modification Notice shall be deemed to be a Tenant Delay (as defined below). Landlord shall prepare construction drawings (the “Drawings”) for the installation of alterations, installations, materials, finishes and improvements in the Premises to prepare the same for Tenant’s initial occupancy thereof (“Landlord’s Work”). The Drawings shall be substantially in accordance with the schematic drawings annexed hereto as Exhibit D and shall include any modifications requested by Tenant in a Work Modification Notice that have been approved by Landlord (as detailed above). (b) If Tenant requests any modifications to Landlord’s Work and/or the Drawings, which request shall be made in writing to Landlord specifying in detail the scope of such modification, any such deviation or did not arise from) modification shall be subject to Landlord’s approval in accordance with the provisions with Article 8 hereof. Any deviation in Landlord’s Work from the schematic drawings annexed hereto as Exhibit D that is requested by Tenant or any requested modification by Tenant to the Drawings shall be referred to as a “Change Order”. Promptly following Landlord’s receipt of a Change Order request from Tenant, Landlord shall notify Tenant of (i) the misuseestimated additional costs (or cost savings) that Landlord would incur in connection with the performance of such Change Order (at Landlord’s actual cost without ▇▇▇▇-up, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, than a five (5%) fee imposed by Landlord with respect to all Change Orders) and (ii) the estimated additional time, if any, to be incurred by Landlord in connection with the performance of the Landlord’s Work due to such Change Order. Within three (3) Business Days following Landlord’s notice pursuant to the preceding sentence, Tenant shall notify (a “Change Order Notice”) Landlord if Tenant wants Landlord to proceed with the Change Order, in which case (x) Tenant shall be solely responsible for the net additional cost thereof and shall pay same to Landlord as Additional Rent hereunder and (y) any actual delay in the substantial completion of Landlord’s Work to the extent due to such Change Order shall be deemed a Tenant Delay hereunder. If Tenant fails to send a Change Order Notice within the time period set forth above or if Tenant elects that Landlord not perform the Change Order or if a Change Order request has not been approved by Landlord, Landlord shall have no obligation to perform the Change Order as part of the Landlord’s Work. Further, if and to the extent Landlord is actually delayed in performing the Landlord’s Work due to a Change Order (e.g., if Landlord stops work already in progress due to a Change Order request), the aggregate time elapsed after the submission of a Change Order request by Tenant through and including the later to occur of (a) the date Tenant sends a Change Order Notice or the date Tenant notifies Landlord that Tenant is electing not to proceed with such Change Order or (b) the expiration of the date on which Tenant may send a Change Order Notice shall constitute a Tenant Delay hereunder. (c) Anything to the contrary herein notwithstanding, the preparation of the Drawings and the performance of Landlord’s Work shall be performed at Tenant’s sole cost and expense, except that Landlord shall contribute to the cost thereof up to the amount of $1,657,035.00 (the “Landlord’s Contribution”). Following completion of the Drawings, Landlord shall obtain a bid or bids to perform Landlord’s Work, and Landlord shall select the lowest qualified bidder to perform Landlord’s Work. Within ten (10) days following Landlord’s notice to Tenant of the estimated total cost to prepare the Drawings and perform Landlord’s Work (collectively, the “Estimated Total Cost”), Tenant shall pay to Landlord an amount equal to the difference (the “Tenant’s Contribution”) between the Estimated Total Cost less the Landlord’s Contribution, which amount shall be deemed Additional Rent hereunder. If Tenant fails to timely pay the Tenant’s Contribution to Landlord same shall be deemed to be a Tenant Delay hereunder. If the actual total cost of preparing the Drawings and performing Landlord’s Work (the “Actual Total Cost”) exceeds the Estimated Total Cost, then Tenant shall be solely responsible for paying the excess amount, which amount shall be payable by Tenant to Landlord within ten (10) days of demand therefor (and same shall be deemed Additional Rent hereunder), which amount or amounts may be requested by Landlord on one or more occasions during the performance or following the completion of Landlord’s Work. Tenant’s failure to properly repair or maintain timely pay such excess shall be deemed a Tenant Delay hereunder. 22.03 Promptly following the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf completion of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense Drawings (and not as an Operating Expensethe issuance of any required permits from the applicable governing authority), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall perform the work set forth in the Drawings (as may be modified) in accordance with all Applicable Laws (though Landlord shall not have be required to obtain any obligations approvals or liabilities sign-offs from any applicable governing authority until after the Commencement Date) and in connection with (y) a Delivery Shortfall except good, workmanlike manner subject to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation terms of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofArticle 22.

Condition of Premises. (A) The Premises shall be accepted by Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect in its as-is condition except as set forth in Exhibit “B” hereof to the condition contrary. Notwithstanding the foregoing, nothing herein shall relieve Landlord from its obligation to repair latent defects in the Premises and subject to Landlord’s obligations in Section 22(D) below. (B) Prior to the Commencement Date, Tenant will inspect the Demised Premises and its acceptance of the Premises, the Building or the Project, or with respect to the suitability occupancy of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges Premises shall be deemed to be an acknowledgment that (a) it is fully familiar with its condition and except as explicitly stated in this Agreement, including Exhibits, to the contrary is leasing same in its then “AS-IS” condition. (C) Tenant shall, at Tenant’s sole cost and expense, keep the Premises and every part thereof in good condition and repair, ordinary wear and tear, casualty and condemnation excepted, and in compliance with all applicable laws. Tenant shall upon the expiration or sooner termination of this Lease hereof surrender the Premises to the Landlord in good condition, ordinary wear and tear, casualty and condemnation excepted. Except as set forth in Section 22(D) and Exhibit “B”, Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises or the Building. (D) Notwithstanding the provisions of Section 22(C) hereof, Landlord shall repair and agrees to take maintain the same in its condition “as is” as structural portions of the Execution DateBuilding, including the basic plumbing, air conditioning, heating, and (b) Landlord shall have no obligation electrical systems, installed or furnished by Landlord, to alter, repair or otherwise prepare the Premises point of connection for Tenant’s occupancy or to pay for or construct any improvements services to the Premises, except with respect to payment of unless such maintenance and repairs are caused in part or in whole by the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingact, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingneglect, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action fault or omission of the Tenant, its agents, servants or employees, in which case Tenant shall directly and individually, pay to Landlord the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as may be hereinafter provided, there shall be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant’s contractors business arising from the making of any repairs, alterations or subcontractors, improvements in or to any portion of their respective employees, agents the Building or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Leaseor in or to fixtures, (iii) any modifications, Alterations or improvements constructed by or on behalf of appurtenances and equipment therein. Tenant (including waives the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect. (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, E) Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to be responsible for the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain janitorial services for the Premises as required by this Lease, described in Exhibit “E” hereto. Tenant shall pay monthly in advance Additional Rent of $0.85/sf per annum (iii$408.28 per month) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including for janitorial services from the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after Commencement Date through the Term Rent Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Landlord may, at its sole cost and expense, and commencing before or after execution hereof, renovate the Premises as described on Exhibit C attached hereto (the "Renovations"). Landlord may modify the scope of the Renovations at its sole and absolute discretion, and Tenant's obligations hereunder are not contingent upon Landlord's completion of the Renovations or Landlord making any other improvements to the Premises. Landlord shall construct such Renovations in coordination with Tenant so as to minimize the impact on Hotel operations to the extent reasonably possible. Tenant represents that it has examined the Premises, is satisfied with the physical condition thereof and agrees to accept same in "AS IS" condition. Tenant further acknowledges that neither Landlord nor any agent of Landlord has not made any representation or warranty with respect as to the condition of the Premisessuch physical condition, the Building rents, leases, expenses of operation or the Project, any other matter or with respect to the suitability of the Premises, the Building thing affecting or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements relating to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowanceas may be herein expressly set forth. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided thatAS A MATERIAL INDUCEMENT TO LANDLORD'S ENTERING INTO THIS LEASE, (rA) the Delivery Shortfall was not caused by LANDLORD EXPRESSLY DISCLAIMS AND TENANT ACKNOWLEDGES AND ACCEPTS THAT LANDLORD HAS DISCLAIMED MAKING ANY REPRESENTATIONS, WARRANTIES, OR ASSURANCES WITH RESPECT TO THE PREMISES OTHER THAN AS SPECIFICALLY SET OUT HEREIN, SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS OR WARRANTIES AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATIONS, GOVERNMENTAL APPROVALS OR GOVERNMENTAL REGULATIONS AND (or did not arise fromB) (i) the misuseTENANT AGREES THAT WITH RESPECT TO THE PREMISES IT WILL RELY UPON ITS INSPECTIONS THEREOF OR ITS DETERMINATIONS NOT TO INSPECT THE SAME, misconductDOES HEREBY ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, damageWITH ALL DEFECTS, destructionAND· WITHOUT REFERENCE TO HABITABILITY, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofMERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

Condition of Premises. Upon expiration of the Term or earlier termination on account of an Event of Default or other reason pursuant to this Lease: (a) Tenant acknowledges that neither shall deliver to Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition possession of the Premises, in the Building condition this Lease requires, subject to any loss that this Lease does not require Tenant to restore or the Projectrepair; (b) Tenant shall surrender any right, title, or with respect interest in and to the suitability Premises and deliver such evidence and confirmation thereof as Landlord reasonably requires; (c) Tenant shall deliver the Premises free and clear of all liens except liens that Landlord or any of its agents caused; (d) Tenant shall assign to Landlord, without recourse, and give Landlord copies or originals of, all assignable licenses, permits, contracts, warranties, and guarantees then in effect for the Premises; (e)the parties shall cooperate to achieve an orderly transition of operations from Tenant to Landlord without interruption, including delivery of such books and records (or copies thereof) as Landlord reasonably requires; (f) the Building or the Project parties shall adjust for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition Taxes and all other expenses and income of the Premises and agrees to take any prepaid rent and shall make such payments as shall be appropriate on account of such adjustment in the same manner as in its condition “as is” as a sale of the Execution DatePremises (but any sums otherwise payable to Tenant shall first be applied to cure any Event of Default); (g) the parties shall terminate any recorded Memorandum of Lease; and (h) Tenant shall assign to Landlord, and (b) Landlord shall have no obligation to alterreimburse Tenant for, repair or otherwise prepare the Premises all utility and other service provider deposits for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, furtherhowever, that any Shortfall Notice must deposits shall not be received by reimbursed and instead shall be assigned to Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In in the event that Landlord receives a Shortfall Notice the sums on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or deposit are necessary to cure any other action or omission Event of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDefault.

Condition of Premises. 13.1. Tenant acknowledges that neither immediately prior to the Term Commencement Date, Tenant occupied the Premises, is familiar with the condition of the Premises and accepts the entire Premises in its “as is” condition with all faults, and Landlord nor any agent of Landlord has made any makes no representation or warranty of any kind with respect to the condition of the Premises, the Building or the Project, Premises or with respect to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises other than, if required by Section 1.3.2 of the Purchase Agreement, the Building E Additional Purchase Price. It is understood and agreed that Landlord is not obligated to install any equipment, or make any repairs, improvements or Alterations to the Premises, except with respect to payment of including the TI Allowance and the Furniture AllowanceTenant Improvements. Notwithstanding the foregoing, Landlord shall deliver Tenant’s possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession as of the Premises Term Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. 13.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, if Landlord fails to satisfy Landlord’s Delivery Obligation IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT LANDLORD IS LEASING THE PREMISES “AS IS” AND “WHERE IS,” AND WITH ALL FAULTS AND THAT, LANDLORD IS MAKING NO REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY OR PHYSICAL CONDITION OF THE PREMISES, THE INCOME OR EXPENSES FROM OR OF THE PREMISES, OR THE COMPLIANCE OF THE PREMISES WITH APPLICABLE BUILDING OR FIRE CODES, ENVIRONMENTAL LAWS OR OTHER LAWS, RULES, ORDERS OR REGULATIONS. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TENANT AGREES THAT IT ASSUMES FULL RESPONSIBILITY FOR, AND THAT IT HAS HAD AN OPPORTUNITY TO PERFORM EXAMINATIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING SPECIFICALLY, WITHOUT LIMITATION, EXAMINATIONS AND INVESTIGATIONS FOR THE PRESENCE OF ASBESTOS, PCBS AND OTHER HAZARDOUS SUBSTANCES, MATERIALS AND WASTES (a “Delivery Shortfall”)AS THOSE TERMS MAY BE DEFINED HEREIN OR BY APPLICABLE FEDERAL OR STATE LAWS, then Tenant mayRULES OR REGULATIONS) ON OR IN THE PREMISES. WITHOUT LIMITING THE FOREGOING, as its sole and exclusive remedyTENANT IRREVOCABLY WAIVES ALL CLAIMS THAT EXIST AS OF THE EXECUTION DATE AGAINST LANDLORD WITH RESPECT TO ANY ENVIRONMENTAL CONDITION, deliver notice of such failure to Landlord detailing the nature of such failure INCLUDING CONTRIBUTION AND INDEMNITY CLAIMS, WHETHER STATUTORY OR OTHERWISE. TENANT ASSUMES FULL RESPONSIBILITY (a “Shortfall Notice”); providedAS BETWEEN LANDLORD AND TENANT) FOR ALL COSTS AND EXPENSES REQUIRED TO CAUSE THE PREMISES TO COMPLY WITH ALL APPLICABLE BUILDING AND FIRE CODES, furtherMUNICIPAL ORDINANCES, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineENVIRONMENTAL LAWS AND OTHER LAWS, and provided thatRULES, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuseORDERS, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofAND REGULATIONS.

Condition of Premises. (a) Tenant acknowledges that neither Landlord nor any agent it is in possession of Landlord has made any representation or warranty with respect to the condition portions of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition first and third floors of the Premises and agrees to take all of the same in its condition “as is” fourth and fifth floors of the Premises as of the Execution Lease Date, and has had the opportunity to inspect the remainder of the Premises. Tenant hereby certifies to Landlord that neither Tenant nor any of its employees, agents, or contractors observed or has any knowledge of any mold, mildew, “Mold Conditions” (as hereinafter defined) or moisture within such portions of the Premises. Except as otherwise expressly set forth herein, Tenant accepts the Premises as suitable for Tenant’s intended use and as being in good and sanitary operating order, condition and repair, AS IS, and without representation or warranty by Landlord or Landlord’s Agents as to the condition, use or occupancy which may be made thereof or the compliance of the Premises with applicable Laws, including Accessibility Laws except as may be specifically set forth in this Lease. Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant. Nothing contained herein shall limit or effect any obligations of Safeway to Tenant pursuant to the terms of the Termination and Turn-Over Agreement, or otherwise. (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of cause the electrical, plumbing, HVAC and roof systems servicing the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) be in good working order (“Landlord’s Delivery Obligation”)condition on the Commencement Date. Tenant’s taking of possession of Any claims by Tenant under the Premises shall, except as otherwise agreed to preceding sentence shall be made in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no not later than the date thirtieth (the “Shortfall Notice Deadline”30th) that is ninety (90) days day after the Execution Commencement Date. In the event that Landlord receives Tenant fails to deliver a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered written claim to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of thirtieth (30th) day, then Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be conclusively deemed to have occurred as a result thereofsatisfied its obligations under this Paragraph 10(b). Landlord’s obligations under this Paragraph 10(b) shall specifically exclude any obligation to repair any damage caused to the mechanical, electrical and plumbing systems by Tenant or Tenant’s Agents.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and ----------- Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Development or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDevelopment.

Condition of Premises. Tenant agrees that Tenant is familiar with the condition of the Premises, and Tenant hereby accepts the Premises on an "AS-IS," "WHERE-IS" basis. Tenant acknowledges that that, except as provided herein, neither Landlord nor Agent nor any agent representative of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building Premises or the Project, or with respect to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business's intended use. Tenant acknowledges represents and warrants that (a) it is fully familiar with the condition Tenant has made its own inspection of the Premises and agrees is not relying on any representation of Landlord with respect thereto, except as to take those representations provided herein. Neither Landlord nor Agent shall be obligated to make any repairs, replacements or improvements of any kind or nature to the same in its condition “as is” as Premises (whether structural or nonstructural and whether or not involving the roof of the Execution DateBuilding, the Building's HVAC (defined below) system, the Premises' parking lot, or any other component of the Premises) in connection with, or in consideration of, this Lease, except (a) as set forth in Section 17 and (b) with respect to any repairs and improvements expressly and specifically described in Exhibit "C" attached hereto ("Work Items"). Landlord agrees to enforce, or cause Agent to enforce, upon Tenant's request, all manufacturer's or contractor's warranties, if any, given in connection with the Work Items. It is acknowledged and agreed by Tenant that (i) certain of the Work Items may be completed after the Commencement Date; (ii) Tenant shall have no obligation provide reasonable access to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or the purpose of the completion of such items; and (iii) the failure to pay for or construct any improvements complete such items prior to the Premises, except with respect to payment of Commencement Date shall not be a delay in the TI Allowance and the Furniture AllowanceCommencement Date. Notwithstanding Without limitation upon the foregoing, Landlord shall deliver possession of covenants and agrees to use good faith, diligent efforts to complete the Work Items on or prior to the Commencement Date or as soon as reasonably practicable thereafter and Tenant covenants and agrees to make the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure reasonably available to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by necessary to complete the Work Items. Landlord hereby represents and warrants to Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure that, as of the Existing Commencement Date, all mechanical, electrical, plumbing, sprinkler and HVAC systems and equipment in the Building Systems to are and shall be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoforder.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, latent defects which Tenant must give written notice of objection within six (6) months after the Commencement Date, and defects with the HVAC system which Tenant must give written notice of objection within eleven (11) months after the Commencement Date, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the completion of the Punch-List or as soon as practicable after the completion of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Development or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDevelopment.

Condition of Premises. Except with respect to the Tenant Improvements to be performed by Tenant, Landlord shall deliver the Premises to Tenant (a) in compliance with all applicable building, safety and other applicable codes, including ADA, (b) in broom clean condition, and (c) with all the Building systems servicing the Premises in good working order as of the Delivery Date (defined below). The date on which Landlord delivers the Premises to Tenant shall be hereinafter referred to as the “Delivery Date.” Furthermore, Landlord, at its sole cost and expense, separate and apart from the Allowance, shall improve the Building to a shell and core configuration which complies with all applicable building codes, including, but not limited to, the ADA, as defined in Section 8.1, and as described in Exhibit C-l hereto (“Landlord’s Work”), promptly after the Delivery Date subject to coordination with Tenant’s contractor; provided, however. Landlord’s Work shall be substantially completed no later than forty-five (45) days following the Lease Execution Date. If Landlord’s Work has not been finally completed Landlord and Tenant shall not interfere with each other’s work and shall cooperate and coordinate throughout the construction process. Landlord shall require its contractors to provide 1-year warranties with respect to the work completed. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease and the Work Letter, if any, (i) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the ProjectProperty or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. , and Tenant acknowledges that (a) it is fully familiar with the condition of shall accept the Premises and agrees to take the same in its then as-is condition “as is” as of the Execution Dateon delivery by Landlord, and (bii) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking acceptance of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively Tenant shall establish that the Premises, the Building and the Project Property were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord completed and that without any obligation on Landlord’s Delivery Obligation was satisfied; provided thatpart to make any further alterations, if Landlord fails to satisfy upgrades or improvements thereto. For purposes hereof, Landlord’s Delivery Obligation (a Work will be deemed to be “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure substantially completed” when Landlord’s contractor certifies in writing to Landlord detailing and Tenant that Landlord has substantially performed all of Landlord’s Work required to be performed by Landlord, other than decoration and minor “punch-list” type items and adjustments which do not interfere with Tenant’s construction of the nature Tenant Improvements. Within two (2) business days after receipt of such failure (certification from Landlord’s contractor, Tenant and Landlord will conduct a “Shortfall Notice”); providedwalk-through inspection of the Premises and Tenant shall provide to Landlord a written punch-list specifying those decoration and other punch-list items which require completion, furtherwhich items Landlord will thereafter diligently complete at Landlord’s sole cost and expense and without interfering with Tenant’s construction of the Tenant Improvements, that any Shortfall Notice must and which items shall be received by Landlord finally completed no later than the date (the “Shortfall Notice Deadline”) that July 15,2010, provided this Lease is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice mutually executed on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofMay 30,2010.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any No promise to alter, remodel, or improve --------------------- the premises or the Building and no representation or warranty with respect to respecting the condition of the Premises, premises or the Building or the Project, or with respect have been made by Lessor to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessLessee except as expressly set forth in this Paragraph. Tenant Lessee acknowledges that (a) it Lessee is fully familiar with taking the condition of the Premises and agrees to take the same premises in its condition “their then-existing, "as is” as " condition, without representation or warranty of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancekind from Lessor. Notwithstanding the foregoing, Landlord Lessor, at no cost to Lessee, shall deliver possession of have completed the Premises following by July 1, 1998 (subject to Tenant delays caused by weather and the ability to receive required materials and equipment: (mi) premises front entry walls shall be repaired, marred or damaged ceiling tiles shall be replaced, all burned out or broken light bulbs and ballasts shall be replaced, and the premises shall be in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfiedcondition; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this LeaseBuilding structure integrity shall be intact, in Lessor's reasonable estimation; (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or roof membrane shall be in watertight condition; (iv) any other eventthe existing HVAC system shall have been serviced and repaired if required, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or order; (v) all existing electrical and lighting systems and fixtures shall be in connection with good working order; (ivi) any existing fire protection system shall be in good working order; (vii) the misuseexisting plumbing system shall be in good working order; (viii) other existing interior fixtures shall be in good working order; (ix) the front flower garden shall be refreshed; (x) the fence surrounding the location of the former generator shall be removed; and (xi) a new refrigerator or refrigerator/freezer, misconductat Lessee's election, damageshall be installed. Lessor shall use good faith efforts to complete the foregoing, destructionif delayed by weather or availability of equipment or materials, negligence and/or any other action or omission as quickly as is reasonably possible. Within a reasonable period after Lessee notifies Lessor that Lessee has completed its initial Lessee Improvements in the premises, Lessor shall have the premises windows washed, and shall patch and paint as necessary the premises walls. Lessee waives all right to make repairs at the expense of Tenant, Tenant’s contractors or subcontractorsLessor, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain deduct the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Datecost thereof from Rent, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofLessee waives all rights under Sections 1941 and 1942 of the Civil Code of the State of California.

Condition of Premises. Tenant acknowledges that neither Landlord nor Except as otherwise specifically stated in this Agreement, Seller has specifically disclaimed any agent of Landlord has made any representation warranty, guaranty or warranty with respect to the condition of the Premisesrepresentation, the Building oral or the Projectwritten, past or present, of, as, to, or with respect to concerning: (i) the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the nature and condition of the Premises and agrees to take the same in its condition “as is” as suitability of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy any activity and/or use which Purchaser may elect to conduct thereon; (ii) the manner, construction, condition and state of repair or to pay for or construct lack of repair of any improvements to located thereon; and (iii) the compliance of the Premises with any laws, rules, ordinances or regulations of any governmental or quasi governmental body. Except for Seller’s representations and warranties, the sale of the Premises, except with respect to payment as provided herein, is made on an “AS IS, WHERE IS, WITH ALL FAULTS” basis, and Purchaser expressly acknowledges that, in consideration of the TI Allowance agreements of Seller herein, and the Furniture Allowanceexcept as otherwise expressly set forth in this Agreement, Seller makes NO WARRANTY, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OR REPRESENTATION OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PREMISES. Notwithstanding the foregoingPURCHASER ACKNOWLEDGES THAT PURCHASER IS PURCHASING THE PREMISES BASED ON PURCHASER’S OWN INDEPENDENT INVESTIGATIONS AND FINDINGS AND NOT IN RELIANCE ON ANY INFORMATION PROVIDED BY SELLER OR SELLER’S AGENTS OR CONTRACTORS, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingEXCEPT AS SET FORTH HEREIN. SELLER HAS MADE NO AGREEMENT TO ALTER, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallREPAIR OR IMPROVE ANY OF THE PREMISES, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; expressly provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofherein.

Condition of Premises. Within fifteen (15) days after Tenant's taking possession of the premises it shall be considered conclusive evidence as against Tenant acknowledges that neither Landlord nor any agent the premises were in good order and satisfactory condition when Tenant took possession. No promise of Landlord has made any to alter, remodel or improve the premises and no representation or warranty with respect to respecting the condition of the Premisespremises has been made by Landlord to Tenant, unless the Building or the Projectsame is contained herein, or with respect to the suitability of the Premisesmade a part hereof by attachment as Exhibit "B", the Building or the Project for the conduct of Tenant’s businessentitled "Work Letter". Tenant acknowledges that waives all right to make repairs at the expense of Landlord, or to deduct the cost thereof from the rent. This lease does not grant any rights to light, air or view over property. At the termination of this lease by lapse of time or otherwise, Tenant shall return the premises in as good condition as when Tenant took possession, ordinary wear and loss by fire excepted; failing which, Landlord shall restore to such condition and Tenant shall pay the cost thereof. Tenant may remove any floor covering laid by Tenant, provided (a) it is fully familiar with Tenant also removes all nails, tacks, paper, glue, bases and other vestiges of the floor covering, and restores the floor surface to the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateexisting before such floor covering was laid, and or (b) Landlord shall have no obligation Tenant pays to alterLandlord, repair or otherwise prepare upon request, the Premises for cost of restoring the floor surface to such condition. If Tenant does not remove Tenant’s occupancy or to pay for or construct any improvements 's floor coverings, radiator covers, drapes, built-in furniture and/or appliances and other like equipment from the premises prior to the Premises, except with respect to payment end of the TI Allowance term, Tenant shall be conclusively presumed to have abandoned the same and the Furniture Allowance. Notwithstanding the foregoing, title thereto shall thereby pass to Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing without payment or credit by Landlord and to Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Existing Bridge Premises, the Building Corridor Premises or the Project, New Bridge Premises (including the condition of the Buildings or the Project as it relates to the constructability of or suitability for the New Bridge Improvements) or with respect to the suitability of the Existing Bridge Premises, the Building Corridor Premises or the Project New Bridge Premises for the conduct of Tenant’s business. Tenant acknowledges that (aa)(i) it is fully familiar with the condition of the Existing Bridge Premises and the Corridor Premises, (ii) it is generally familiar with the condition of the Buildings and the Project as it relates to the constructability of or suitability for the New Bridge Improvements and (iii) as of the New Bridge Commencement Date, will be fully familiar with the condition of the New Bridge Premises and, notwithstanding anything in the Lease to the contrary, agrees to take (A) that it took the same Existing Bridge Premises in its condition “as is” as of the Execution Existing Bridge Commencement Date, (B) to take the New Bridge Premises in its condition “as is” as of the first day of the New Bridge Commencement Date and (C) that it took the Corridor Premises in its condition “as is” as of the Corridor Commencement Date, (b) Landlord shall have no obligation to alter, repair or otherwise prepare any portion of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises for Tenant’s occupancy or to pay for or construct any improvements to the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, except with respect to payment as may be expressly provided in this First Amendment or set forth in the Lease and (c) Tenant accepts the condition of the TI Allowance Buildings and the Furniture Allowance. Notwithstanding Project (as it relates to the foregoing, Landlord shall deliver possession constructability of or suitability for the New Bridge Improvements) in their condition “as is” as of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)First Amendment Date. Tenant’s taking of possession of the Existing Bridge Premises, the Corridor Premises or the New Bridge Premises, as applicable, shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Existing Bridge Premises, the Building and Corridor Premises or the Project New Bridge Premises, as applicable, were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. Tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as at its sole cost and exclusive remedyexpense, deliver notice shall remediate or remove any asbestos that is discovered or uncovered as a result of such failure Tenant’s construction of the New Bridge Improvements in accordance with, and to the extent required by, Applicable Laws. Tenant assumes responsibility for the condition of the Buildings and the Project as each relates to the constructability of and suitability for the New Bridge Improvements (and, for the sake of clarity, Landlord detailing has no obligation to alter, repair or otherwise prepare any portion of the nature Building or the Project for the sole purpose of such failure making it suitable for the New Bridge Improvements); provided, however, in no event shall Tenant be responsible (a “Shortfall Notice”)except through Operating Expenses if permitted under the Lease) for any condition of the Building or the Project that would have existed regardless of the construction of the New Bridge Improvements and for which Tenant is not otherwise responsible under any other provision of the Lease; provided, further, that Tenant shall be responsible to remedy any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlinenon-compliance with Applicable Laws, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before non-compliance would not have existed but for the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure construction of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant New Bridge Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateTerm Commencement Date (subject to Landlord’s obligations to complete the punch list work), and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to the completion of the Base Building Improvements and the Tenant Improvements and with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding the foregoing, Landlord represents to Tenant that, on the Term Commencement Date, (i) the base building systems serving the Premises (including the HVAC, electrical, life safety and that plumbing systems) shall be in good working order, and (ii) the Tenant Improvements shall be free from defects in materials and workmanship not inherent in {A0622646.2 } 6 the quality required or permitted (collectively, “Landlord’s Delivery Obligation was satisfied; provided that, if Condition”). In the event that Landlord fails to satisfy Landlord’s Delivery Obligation Condition, Tenant’s sole and exclusive remedy for such failure shall be to deliver written notice to Landlord (a “Delivery ShortfallRepair Notice”) on or before the date that is (i) six (6) months after the Term Commencement Date with respect to the heating, ventilating and air conditioning systems servicing the Premises, and (ii) sixty (60) days after the Term Commencement Date otherwise (the “Repair Notice Date”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datefailure. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Repair Notice DeadlineDate, and provided that, Landlord shall promptly make any repairs reasonably necessary to correct the failure described in the Repair Notice (r) but only to the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) extent that Landlord agrees reasonably determines that the failure described in the Repair Notice constitutes and actual failure of Landlord’s Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallCondition), at Landlord’s expense (sole cost and not as an Operating Expense), promptly remedy the expense. Any such failure of Landlord’s Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord Condition shall not have entitle Tenant to any obligations monetary damages or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after delay the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant hereby accepts the Premises in the AS-IS condition existing as of the date of the execution hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the use of the Premises, and accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Premises or the Project, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of , nor has Landlord agreed to undertake any modification, alteration or improvement to the Premises and agrees to take the same except as provided in its condition “this Lease. Except as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or may be otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) expressly provided in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelythis Lease, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallby Tenant shall in itself constitute acknowledgement that the Premises are in good and Tenantable condition, and Tenant agrees to accept the Premises in its presently existing condition "as is", and that the Landlord shall not be obligated to make any improvements or modifications thereto except to the extent that may otherwise be expressly provided in this Lease. Tenant represents and acknowledges that it has made a sufficient investigation of the conditions of the Premises existing immediately prior to the execution of this Lease (including investigation of the surface, subsurface and groundwater for contamination and hazardous materials) and is satisfied that the Premises will safely support the type of improvements, if any, to be constructed and maintained by Tenant upon the Premises, that the Premises is otherwise fully fit physically and lawfully for the uses required and permitted by this Lease and that Tenant accepts all risks associated therewith. Tenant acknowledges that (1) Landlord has informed Tenant prior to the commencement of the term of this Lease that the Landlord does not know nor has reasonable cause to believe that any release of any hazardous material has come to be located on or beneath the Premises; (2) prior to the commencement of the term of this Lease, the Landlord has made available to Tenant, for review and inspection, records in the possession or control of the Landlord which might reflect the potential existence of hazardous materials on or beneath the Premises; (3) Landlord has provided Tenant access to the Premises for a reasonable time and upon reasonable terms and conditions for purposes of providing to Tenant the opportunity to investigate, sample and analyze the soil and groundwater on the Premises for the presence of hazardous materials; (4) by signing this Lease Tenant represents to Landlord that, except as otherwise agreed may be stated on “Exhibit C” attached hereto and by this reference incorporated herein, Tenant does not know nor has reasonable cause to in writing by Landlord believe that any release of hazardous material has come to be located on or beneath the Premises and Tenant, conclusively establish that (5) with respect to any hazardous material which Tenant knows or has reasonable cause to believe has come or will come to be located on or beneath the Premises, Tenant has listed the Building hazardous material on attached “Exhibit C” and agrees promptly to commence and complete the Project were removal of or other appropriate remedial action regarding the hazardous material at such time no cost or expense to Landlord and in goodfull compliance with all applicable laws, sanitary regulations, permits, approvals and satisfactory condition and repair and authorizations. The phrase “hazardous material,” as used herein, has the same meaning as that Landlord’s Delivery Obligation was satisfied; provided phrase has in Section 5.7 of this Lease. Tenant agrees that, if except as otherwise expressly provided in this Lease, Tenant is solely responsible without any cost or expense to the Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)take all actions necessary, then Tenant may, off as its sole well as on the Premises to improve and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain continuously use the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, Lease and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcompliance with all applicable laws and regulations.

Condition of Premises. Tenant BUYER ACKNOWLEDGES THAT THE ACQUISITION OF THE PREMISES BY BUYER IS ON A STRICTLY “AS IS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR COVENANT, EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER, AND WITHOUT RECOURSE TO SELLER OR ANY AFFILIATE THEREOF, ALL EXCEPT AS EXPRESSLY SET FORTH HEREIN. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PREMISES, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL MATTERS, PHYSICAL CONDITIONS, GEOLOGICAL CONDITIONS, DRAINAGE ISSUES, SOIL CONDITIONS, ZONING, THE AVAILABILITY OF UTILITIES, VALUE, COMPLIANCE WITH PLANS AND SPECIFICATIONS, DESIGN, USE, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Except as herein expressly provided, Buyer shall be obligated to purchase the Premises notwithstanding any casualty or taking with respect thereto. In addition, Buyer hereby acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty Tenant’s obligations with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of insurance coverage regarding the Premises are set forth in the Lease, 4 and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have neither Tenant nor Seller has no obligation to alterprovide any additional or different coverage; if Buyer requires additional or different coverage, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall coverage shall be deemed to have occurred as a result thereofthe sole responsibility of Buyer. The provisions of this Section 8 shall survive Closing.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its “As Is” condition as of the date hereof; provided, however, that Landlord, at Landlord’s sole cost and expense on or before that date which is sixty (60) days after the full execution and delivery of this Lease by Landlord and Tenant, shall repair one (1) of the HVAC chillers serving the Building (in accordance with the proposal from Pacific Rim Mechanical furnished to Tenant prior to the execution of this Lease) and shall have the elevators in the Building recertified. Notwithstanding anything to the contrary in this Lease, in the event that, as of the date of execution of this Lease, the Project and each portion thereof, including without limitation the Building Systems (as defined in Article 7 of this Lease), in their condition existing as of such date without regard to any of the Tenant Improvements, alterations or other improvements to be constructed or installed by or on behalf of Tenant in the Premises, are not in good working order, good condition and repair with no material deferred maintenance or, except with respect to the interior of the Building, is not in compliance with applicable laws (without regard to any of the Tenant Improvements, alterations or other improvements to be constructed or installed by or on behalf of Tenant in the Building), then Landlord shall be responsible, at its sole cost and expense which shall not be included as part of Additional Rent, for correcting any such matters as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that if Tenant fails to give Landlord written notice of such matters within one hundred eighty (180) days after the date hereof, then the correction of any such matters shall, except for latent defects in the Building which could not have been reasonably discoverable by Tenant if Tenant had performed a diligent inspection of the Building during such one hundred eighty (180)-day period, in which case such one hundred eighty (180)-day period shall be deemed extended until that date which is one hundred eighty (180) days after the Lease Commencement Date, be Tenant’s responsibility at Tenant’s sole cost and expense. Tenant shall be responsible for all compliance with law costs with respect to the interior of the Building. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that business (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Dateincluding, and (b) Landlord but not limited to, any zoning/conditional use permit requirements which shall have no obligation to alter, repair or otherwise prepare the Premises for be Tenant’s occupancy or responsibility and Tenant’s failure to pay for or construct obtain any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord such zoning/use permits (if any are required) shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlordnot affect Tenant’s Delivery Obligation”obligations under this Lease). Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, Premises (including the Building and the Project other improvements in the Project) were at such time complete and in good, sanitary and satisfactory condition and repair and that without any obligation on Landlord’s Delivery Obligation was satisfied; part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises to the extent permitted by applicable laws now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsapplicable laws, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or date hereof; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days’ prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the “CASp Reports”) the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant’s receipt thereof; and (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises as required to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCASp inspection.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord he/she has made any representation or warranty with respect to examined the condition of the Leased Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises including all appliances and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premisesequipment therein, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date common areas (the “Shortfall Notice DeadlineGrounds”) ). By signing this Lease, Tenant agrees that is ninety they are, on the date of this Lease, in good order, repair and in a safe, clean, and tenantable condition, unless otherwise noted on the Report (90) Exhibit B), which Report shall be deemed correct unless Tenant objects thereto in writing within five days after receipt thereof. Tenant also acknowledges that Landlord has made no promises to alter, repair, or improve the Execution DateLeased Premises, except as noted in the Report. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseReport, Landlord shall not have disclose whether there is any obligations or liabilities visible evidence of mold in connection with (y) a Delivery Shortfall except to areas readily accessible within the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure interior of the Existing Building Systems to be dwelling unit. If the Report states that there is no visible evidence of mold in good working order arising from or in connection with (i) the misusedwelling unit, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall written statement shall be deemed correct unless Tenant objects thereto in writing within five days after receiving the Report. If the Report states that there is visible evidence of mold in the dwelling unit, Tenant shall have the option to have occurred as terminate the tenancy and not take possession or remain in possession of the dwelling unit. If Tenant requests to take possession, or remain in possession, of the dwelling unit, notwithstanding the presence of visible evidence of mold, Landlord shall promptly remediate the mold condition but in no event later than five business days thereafter and re-inspect the dwelling unit to confirm there is no visible evidence of mold in the dwelling unit and reflect on a result thereofnew Report that there is no visible evidence of mold in the dwelling unit upon re-inspection. Landlord will inspect the unit at least once a year to check for needed maintenance, tenant housekeeping, and other Lease compliance issues. Landlord will inspect the unit at the time Tenant vacates the unit and shall give Tenant a written statement of the charges, if any, for which Tenant is responsible, in accordance with Paragraph 7 and applicable law. Tenant or representative may join in the move- out inspection, unless Tenant vacates without notice to Landlord.

Condition of Premises. 12.1 Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Premises or the ProjectBuilding, or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. Tenan▇'▇ ▇▇siness, and Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the accepts same in its condition “as is” as of the Execution DateAS IS, WHERE IS and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery ShortfallWITH ALL FAULTS condition. Notwithstanding anything to the contrary in this the Lease, Landlord shall deliver the Premises to Tenant clean and free of debris and represents and warrants to Tenant that the existing structure (including without limitation the roof, foundations, exterior walls), and all building systems (including without limitation, the plumbing, electrical, ventilating, air conditioning, heating, and loading doors, if any) shall be (a) in good operating condition; (b) free of all Hazardous Substances, as defined below, including, but not limited to any asbestos containing material (whether or not friable) ("ACM") or any lead-containing paint. If a breach of the representation and warranty contained in this Article is discovered at any time during the Term, Landlord shall, promptly after receipt of written notice from Tenant setting forth a description of such non-compliance, rectify same at Landlord's expense. 12.2 If Landlord has obligated itself to perform work in or about the Premises, Tenant shall give Landlord written notice of any claimed deficiencies (excluding latent defects) in such work within thirty (30) days of the Commencement Date and, providing Landlord does not dispute Tenant's contentions, as set forth in the said notice, Landlord shall, within thirty (30) days after Landlord's inspection of the Premises, begin any corrective work required and diligently pursue to completion. Tenant shall not be entitled to any rent abatement or offset on account of any interference with Tenan▇'▇ ▇▇siness caused by such work, but Tenan▇ ▇▇▇▇ not waive any other right or remedy. If Tenant fails to give such notice to Landlord within said time, Tenant shall be deemed, for all purposes, to have any obligations or liabilities accepted the Landlord's work as completed in connection accordance with (y) a Delivery Shortfall except Landlord's obligations, excluding latent defects. 12.3 Notwithstanding the foregoing, Landlord warrants that to the extent such Delivery Shortfall is identified by best of Landlord's knowledge that the Project has no known deficiencies with the American with Disabilities Act (the "ADA"). However, Landlord has not completed a survey. The initial Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to Improvements shall comply with ADA. Tenant shall be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain responsible for ADA requirements within the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed . Any costs incurred by Landlord related to have occurred modifications to the Project as a result thereofof ADA requirements shall not be included as Operating Expenses.

Condition of Premises. Except as otherwise provided herein (including without limitation Section 2 hereof), Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises765 Expansion Premises II, the Building Corridor Space, the Old C-Level Storage Space, or the Project, or New C-Level Storage Space with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully generally familiar with the condition of the 765 Expansion Premises II, the Corridor Space, the Old C-Level Storage Space, and the New C-Level Storage Space, notwithstanding anything contained in the Amended Lease to the contrary, agrees to take the same in its condition “as is” as of the Execution Dateapplicable delivery date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Old C-Level Storage Space, as of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Execution Date hereof. Tenant’s taking of possession of the 765 Expansion Premises II, the Corridor Space and the new C-Level Storage Space shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project same were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding the foregoing, Landlord represents and that Landlord’s Delivery Obligation was satisfied; provided warrants that, if with the exception of the HVAC system located in the southeast corner of the 765 Expansion Premises II (which Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”acknowledges is currently not in good working condition), then Tenant maythe Building Systems in the 765 Expansion Premises II, as its sole and exclusive remedythe Corridor Space, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineOld C-Level Storage Space, and provided thatthe New C-Level Storage Space are, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant and will be (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after HVAC system located in the Term Commencement Date and (s) Landlord agrees that southeast corner of the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense765 Expansion Premises II), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) condition and that the misuse, misconduct, damage, destruction, negligence and/or any same are adequately serviced by Utilities and other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofbase building services.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “Except as is” as of the Execution Datemay be set forth on Exhibit E attached hereto, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that hereby accepts the Premises, the Building and any improvements and equipment located thereon or therein in their present "as-is" condition and, except as otherwise may be set forth herein, without representation or warranty by Landlord as to the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure Premises, Building, improvements or equipment or as to the use of occupancy which may be made thereof. (b) Landlord detailing agrees to use reasonable and best efforts to repair the items described on Exhibit E within ninety (90) days following the execution of this Lease and in any case to complete such repairs within one-hundred and eighty (180) days, provided however that if it is not feasible or practical to effect repair of any item within the time frame required herein due to the seasonal nature of such failure item, Landlord agrees to undertake an investigation and diagnosis of such item promptly following the receipt of notice from Tenant as the reoccurrence of such seasonal item and shall immediately commence repair of such item and diligently pursue such repair until completion. Furthermore, as to the Additional Premises, Landlord agrees to deliver such portion of the Premises to Tenant upon the execution of this Lease, together with the electrical system, the plumbing, the fire sprinkler system, the lighting, the windows, the interior ceiling and walls, and the floor, but excluding the HVAC system, in good working order and condition with the interior being free of leaks and water damage, provided however that Landlord's obligations with regard to the HVAC system shall be as set forth in Section 43(b) hereof. In addition, on or before September 1, 1998, Landlord shall cause the Must Take Premises together with the electrical system, the plumbing, the fire sprinkler system, the lighting, the windows, the interior ceiling and walls, and the floor, but excluding the HVAC system, to be in good working order and condition with the interior being free of leaks and water damage. (a “Shortfall Notice”); providedc) In addition to Landlord's obligations under Section 9(b) hereof, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is agrees to install within ninety (90) days after the Execution Date. In execution of this Lease a "clean-out" in the event that Landlord receives a Shortfall Notice on or before main sewer line running connecting the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything Building to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofcity sewer system.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that that, except as otherwise expressly set forth in this Lease, (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture AllowanceTenant Improvements. Notwithstanding the foregoing, Landlord shall deliver possession agrees that, as of the Term Commencement Date, (x) the Premises shall be clean and free of debris and the prior tenant’s personal property and shall not contain any Hazardous Materials in violation of Applicable Laws, (y) the Premises and the Tenant Improvements shall be in compliance with all Applicable Laws including, without limitation, the ADA (as defined below) (provided, however, that if Landlord fails to so deliver the Premises and the Tenant Improvements in compliance with the ADA and Applicable Laws, then Tenant’s sole and exclusive remedy shall be to deliver written notice to Landlord detailing the nature of such failure and, upon receipt of any such notice, Landlord shall (mat its sole cost and expense) in broom clean condition promptly make any modifications reasonably necessary correct such failure), and (nc) with the existing base building heating, ventilating and air conditioning system and the existing base building (“HVAC”); mechanical; electrical, lighting ; life safety and plumbing systems, in each case systems serving the Premises (such systems, collectively, the “Existing Building Systems”) shall be in good working order condition, operating as designed and suitable for office use (“and Landlord shall, at Landlord’s Delivery Obligation”sole cost and expense, repair any latent defects in the Building Systems to the extent that Tenant notifies Landlord of such latent defects on or before the date that is six (6) months after the Term Commencement Date). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”)repair; provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenantnothing in this grammatical sentence shall take away from Landlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by express obligations under this Lease, (iii) any modificationsincluding, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other eventwithout limitation, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (repair, maintenance, restoration and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary legal compliance obligations expressly set forth in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges The Buyer further agrees with and represents to the Seller that it has examined the Premises, that it is fully satisfied with the physical condition thereof, and that neither Landlord the Seller nor any agent representative of Landlord the Seller has made any representation or warranty with respect to promise upon which the Buyer has relied concerning the physical condition of the PremisesPremises or of any property covered by this Agreement, except as herein may be expressly set forth, provided however, that the Building or Buyer has reviewed a certain engineering report entitled Great Hill Reservoir Dam - Annual Dam Inspection 1997, by Roald Haestad, Inc., Consu▇▇▇▇▇ ▇▇▇▇▇▇▇rs, Waterbury, Connecticut (the Project, or with respect to "Haestad Report") and relied upon the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar Haestad Report in connection with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to dam on the Premises, except with respect to payment and that if the Closing Date contemplated in Paragraph 9 hereof shall occur more than one year from the date of such Report, upon the request of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyBuyer, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallSeller shall obtain, except as otherwise agreed to in writing by Landlord and Tenantat its expense, conclusively establish that the Premises, the Building and the Project were at another such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date report (the “Shortfall Notice Deadline”"New Report") that is ninety (90) days after prior to the Execution Closing Date. In the event that Landlord receives such New Report shall reveal any material deterioration in the structural condition of the dam from that reported in the Haestad Report, the Buyer may, subject to the Seller's right, as described below, to restore the dam at Seller's expense to its structural condition reported in the Haestad Report, terminate this Agreement, but only upon a Shortfall majority vote of the Buyer's Board of Selectmen. In order to exercise its right of termination described in this Paragraph 4, the Buyer shall give the Seller written notice of its intent to terminate the Agreement in accordance with the provisions of this Paragraph 4 (the "Notice on or before of Termination") not more than thirty (30) days after Buyer's receipt of the Shortfall New Report, which written notice shall describe the structural condition of the dam that has materially deteriorated. The Seller shall, if it intends to restore the dam as contemplated above, provide written notice to the Buyer of such intention (the "Restoration Notice") within thirty (30) days of Seller's receipt of the Buyer's Notice Deadlineof Termination. The Restoration Notice shall contain a proposed timetable for the proposed restoration, and provided thatwhich timetable shall call for completion of the project no later than one year from the date of the Restoration Notice. At the completion of the restoration work, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord Seller shall, at Landlord’s expense (and not as an Operating Expense)its expense, promptly remedy the Delivery Shortfall. Notwithstanding anything provide to the contrary Buyer an engineering report which shall describe the restoration of the structural condition of the dam to a structural condition at least as good as that reported in this Lease, Landlord the Haestad Report. The parties shall not have any obligations or liabilities in connection with set a new Closing Date to occur within thirty (y30) a Delivery Shortfall except days after completion of the restoration project and submission to the extent such Delivery Shortfall Buyer of the new engineering report complying with the above provisions. In the event that the restoration project is identified by Tenant not completed, and the new engineering report complying with the above provisions is not submitted to the Buyer, within one year from the Restoration Notice, the Buyer may reaffirm its Termination Notice in a Shortfall Notice delivered to Landlord on or before writing, at which time this Agreement and the Shortfall Notice Deadline obligations of the parties hereunder shall, notwithstanding any other provision of this Agreement, terminate and such Delivery Shortfall gives rise come to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofend.

Condition of Premises. Except as provided herein, Landlord shall deliver the Premises to Tenant "broom-clean." Tenant agrees that Tenant is familiar with the condition of the Premises, and Tenant hereby accepts the Premises on an "AS-IS," "WHERE-IS" basis. Except as provided herein, tenant acknowledges that neither Landlord nor Agent nor any agent representative of Landlord has made any representation or warranty with respect as to the condition of the Premises, the Building Premises or the Project, or with respect to the suitability of the PremisesPremises for Tenant's intended use. Except as provided herein, the Building or the Project for the conduct of Tenant’s business. tenant represents and warrants that Tenant acknowledges that (a) it is fully familiar with the condition has made its own inspection of the Premises and agrees is not relying on any representation of Landlord with respect thereto. Neither Landlord nor Agent shall be obligated to take make any repairs, replacements or improvements of any kind or nature to the same in its condition “as is” as Premises (whether structural or nonstructural and whether or not involving the roof of the Execution DateBuilding, the Building's HVAC (defined below) system, the Premises' parking lot, or any other component of the Premises) in connection with, or in consideration of, this Lease, except (a) as set forth in Section 17 and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance any repairs and the Furniture Allowance. Notwithstanding the foregoingimprovements expressly and specifically described in Exhibit "C" attached hereto ("Work Items"), which items Landlord shall deliver possession complete at its sole cost and expense prior to the Commencement Date to the reasonable satisfaction of the Premises to Tenant (m) in broom clean condition and (nc) with the existing base building heatingas set forth in Paragraph F of Exhibit F. Landlord agrees to enforce, ventilating and air conditioning system and the existing base building electricalor cause Agent to enforce, lighting and plumbing systemsupon Tenant's request, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatall manufacturer's or contractor's warranties, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)any, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities given in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork Items.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement, remodeling or refurbishment work or services related to the improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Premises in its "As Is" condition on the Lease Commencement Date; provided, however, in the event that, during the first twelve (12) months of the initial Lease Term, the Base, Shell and Core of the Building and all Base Building Work (as defined in Section 1 of Exhibit B) without regard to any alterations or other improvements to be constructed or installed by Tenant in the Premises or Tenant's use of the Premises, contains defects or does not comply with the Requirements in effect at the time of Landlord's construction of the same (unless such defect or non-compliance arises out of any Alterations or Tenant's use of the Premises), then Landlord shall be responsible, at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise expressly permitted in Section 4.2 hereof), for correcting any such non-compliance or defects as soon as reasonably possible after receiving written notice thereof from Tenant; provided, however, that with respect to latent defects, if Tenant fails to give Landlord written notice of any such defects within twelve (12) months after the Lease Commencement Date, then the correction of any such defects shall, subject to Landlord's repair obligations in Section 7.2 hereof (and to the extent such correction is a responsibility of Tenant pursuant to Section 7.1 hereof), be Tenant's responsibility at Tenant's sole cost and expense. Tenant also acknowledges that that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, or the ProjectProject or their condition, or with respect to the suitability of the Premises, the Building or the Project thereof for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises 's business and agrees any Requirements which apply to take the same (including, but not limited to, any zoning/conditional use permit requirements which shall be Tenant's responsibility and Tenant's failure to obtain any such zoning/use permits (if any are required) shall not affect Tenant's obligations under this Lease). Except as otherwise provided above and in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelyWork Letter, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the PremisesPremises (including the Tenant Improvements therein), the Building and the Project were at such time complete and in good, sanitary and satisfactory condition and repair without any obligation on Landlord's part to make any alterations, upgrades or improvements thereto. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that Landlord’s Delivery Obligation was satisfied; the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided thatpursuant to Section 1938(e) of the California Civil Code: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, then Tenant may, as its sole and exclusive remedy, deliver notice the payment of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than fee for the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineCASp inspection, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with such notice: (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, having read such notice and understanding Tenant’s contractors 's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by any Requirements now or subcontractors, or any of their respective employees, agents or invitees, hereafter in effect; and (ii) Tenant’s failure if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsRequirements, then Landlord shall, at Landlord’s expense and Tenant hereby agree as follows (and not which constitute the mutual agreement of the parties as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary matters described in this Leasethe last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, Landlord shall not have any obligations or liabilities which request must be made, if at all, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified written notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before that date which is ten (10) days after the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or Effective Date; (zB) any failure CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the Existing date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building Systems to be or Project in good working order arising from or any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (icollectively, the "CASp Reports") the misuse, misconduct, damage, destruction, negligence and/or and all other costs and expenses in connection therewith; (C) Tenant shall deliver a copy of any other action or omission of CASp Reports to Landlord within three (3) business days after Tenant's receipt thereof; (D) Tenant, Tenant’s contractors at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord's obligation to repair under the Lease (as amended hereby), then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement DateRequirements to correct such violations, and in any Tenant shall reimburse Landlord for the cost of such caseimprovements, no Delivery Shortfall shall be deemed to have occurred as a result thereofalterations, modifications and/or repairs within ten (10) business days after Tenant's receipt of an invoice therefor from Landlord.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it Tenant is fully currently occupying the Premises, is familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, subject to the provisions of this Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the Furniture Allowance. Notwithstanding the foregoing, improvements to be performed by Landlord shall deliver possession of the Premises to Tenant (m) as more particularly described in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order Exhibit C attached hereto (“Landlord’s Delivery ObligationWork”). TenantThe Landlord’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord Work shall be completed at Landlord’s sole cost and Tenant, conclusively establish that the Premises, the Building expense and the Project were at such time in good, sanitary and satisfactory condition and repair and that costs thereof shall not constitute Operating Expenses. Landlord shall complete Landlord’s Delivery Obligation was satisfiedWork no later than December 31, 2011, subject to delays caused by the Tenant and delays due to Force Majeure; provided that, if Landlord fails to satisfy does not complete Landlord’s Delivery Obligation (a “Delivery Shortfall”)Work prior to such date for any reason, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must x) this Lease shall not be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on void or before the Shortfall Notice Deadline, and provided thatvoidable, (ry) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have be liable to Tenant for any obligations loss or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline damage resulting therefrom and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Tenant shall receive one day of abatement of Base Rent and Operating Expenses to be applied starting with the sixth (6th) month of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuseTerm for every day after December 31, misconduct2011, damage, destruction, negligence and/or any other action or omission of Tenant, Tenantthat Landlord’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofWork is not complete.

Condition of Premises. Tenant acknowledges and agrees that it currently occupies and is fully aware of the condition of, and shall continue to accept, the Existing Premises in its presently existing, “as-is” condition, and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Existing Premises. Tenant also acknowledges that it shall accept the Expansion Premises in its then existing, “as-is” condition as of the full execution and delivery of this Lease and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Expansion Premises. Tenant further acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to regarding the condition of the Existing Premises, the Building Expansion Premises, or the Project, or Building with respect to the suitability of any of the Premises, the Building or the Project foregoing for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same Notwithstanding anything set forth in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements this Section 6 to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingcontrary, Landlord shall deliver possession of the Expansion Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingmechanical, ventilating and air conditioning system and the existing base building electrical, lighting life safety, plumbing, sprinkler and plumbing systems, HVAC systems and equipment located in each case serving the internal core of the Building and supporting the Expansion Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking condition; provided, however, the commencement of possession of business operations from the Expansion Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively Tenant shall presumptively establish that the Premises, the Building such systems and the Project equipment were at such time in good, sanitary good condition except for matters related to such systems and satisfactory condition and repair and that equipment brought to Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation attention within ten (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9010) days after Tenant commences business operations from the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofExpansion Premises.

Condition of Premises. Tenant acknowledges that neither Landlord nor Except for any agent of Landlord has made any representation or warranty with respect to Punch List Items (as defined in the condition Workletter Agreement), Tenant’s taking possession of the PremisesPremises shall be conclusive evidence as against the Tenant that the Premises were in good order and satisfactory condition when the Tenant took possession, except as to latent defects. No promise of the Landlord to alter, remodel, repair or improve the Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with and no representation respecting the condition of the Premises and agrees or the Building have been made by Landlord to take Tenant, other than the same in its condition “Workletter Agreement, attached hereto as is” as Exhibit ”B”. At the termination of this Lease, the Execution Date, and (b) Landlord Tenant shall have no obligation to alter, repair or otherwise prepare return the Premises for broom-clean and in as good condition as when the Tenant took possession; (i) ordinary wear or (ii) damage caused by fire or other casualty not caused by Tenant or Tenant’s occupancy agents, employees or to pay for or construct any improvements to invitees excepted, failing which the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of may restore the Premises to Tenant (m) in broom clean such condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after shall pay the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfallcost thereof on demand. Notwithstanding anything to the contrary in the foregoing or in Section 19(g) hereof, Tenant shall be required to remove upon the expiration or other termination of this Lease, Landlord shall not have without further notice from Landlord, telecommunications lines (as that term is defined in Section 37[a]) as well as any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuseother electronic, misconductcomputer, damagetelecommunications, destruction, negligence data and/or any other action cabling or omission wiring and related equipment (all, collectively, “cabling”) which is installed by or for the benefit of Tenant, Tenant’s contractors or subcontractors, Tenant and located in the Premises or any other portion of their respective employeesthe Building, agents or inviteesunless Landlord notifies Tenant in writing prior to such expiration (or, (iiin the event of such earlier termination, as soon as reasonably practicable after such termination) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed that Landlord elects to have occurred as a result thereofTenant leave such cabling in the Building.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees agrees, subject to the completion of the Tenant Improvements, to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment for performance of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Improvements. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Tenant Improvements are Substantially Complete, and the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)except for punchlist items, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, furtherhowever, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by to which Tenant in a Shortfall Notice delivered to shall have given Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation notice of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or any Punch List Items not later than two (z2) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring weeks after the Term Commencement Date, and in any such case, no Delivery Shortfall Tenant shall be deemed conclusively to have occurred approved the completion of the Tenant Improvements and Tenant shall have no claim that Landlord has failed to perform any of the Tenant Improvements. Notwithstanding the foregoing, Landlord shall complete certain base building improvements (Landlord’s Base Building Work) in accordance with Exhibit D attached hereto. For the avoidance of doubt, the substantial completion of Landlord’s Base Building Work shall not be required as a result thereofcondition to the Term Commencement Date, but Landlord will use commercially reasonable efforts to substantially complete the Landlord’s Base Building Work by December 31, 2021, provided, however, that if there is a delay in the substantial completion of the Landlord’s Base Building Work for any reason Landlord, and its agents, partners or employees, shall not have any liability to Tenant in connection with such delay, nor shall the Lease be affected in any way.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) on the Commencement Date free of all tenants and occupants and otherwise in broom clean condition and (n) compliance with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving this Lease. Tenant has inspected the Premises and agrees (collectively, the “Existing Building Systems”a) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of to accept possession of the Premises in the condition existing as of the Commencement Date, in “as is” condition, (b) that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises or the Building, and (c) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy. Tenant shall, except as otherwise agreed at its own cost and expense, in accordance with and subject to the terms and provisions of this Lease, perform or cause to be performed any and all work necessary to prepare the Premises for Tenant’s initial occupancy (“Tenant’s Work”). The Building is equipped with telecommunications systems for RCN and Verizon. Landlord shall provide Tenant and/or Tenant’s telecommunications companies with the access to the existing conduits and chases of the Building for the installation and operation of Tenant’s telecommunication systems, including but not limited to voice, video, data and other telecommunications services; provided, however, that any such access, installation and operation shall be subject to Landlord’s prior approval in writing by Landlord each case, which approval will not be unreasonably withheld, conditioned or delayed. Tenant’s occupancy of any part of the Premises shall be conclusive evidence, that Tenant has accepted possession of the Premises in its then-current condition, and Tenant, conclusively establish that at the Premisestime such possession was taken, the Building Premises and the Project Building were at such time in good, sanitary a good and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. At Landlord’s sole cost and expense, Landlord shall provide new Building standard carpet and paint throughout the interior of the Premises, in colors mutually acceptable to Landlord and Tenant. Additionally, Landlord will provide to Tenant a Tenant Improvement Improvement/Moving allowance in the amount of five dollars ($5.00) per usable square foot (the “Tenant Allowance”) which shall be paid by Landlord no earlier than Lease commencement on receipt of Tenant’s invoice. Except as provided above in this Section 13, the Premises shall be delivered by Landlord and accepted by Tenant in their “as-is” condition; provided that Landlord warrants that all existing lights, HVAC, electrical and base operating features and systems within the Premises shall be in good working order as of the Commencement Date and delivery of the Premises to Tenant. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. The taking of possession of the Premises by Tenant acknowledges shall establish that (a) it is fully familiar with the Premises and the Building were at such time in satisfactory condition and that Tenant has accepted the condition of the Premises and agrees to take the same Building in its condition their “as as-is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancecondition. Notwithstanding the foregoing, to Landlord’s current, actual knowledge (without duty of investigation or further inquiry), the Premises were constructed in accordance with applicable laws then in effect. Landlord shall deliver possession has received no written notice of any pending or threatened action or proceeding relating to a violation of any law, including the Americans with Disabilities Act (“ADA”) governing the Premises. Landlord indemnifies Tenant with respect to ADA compliance of the Premises Building, but only with respect to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result common area portions thereof.

Condition of Premises. Tenant acknowledges that and agrees that: (a) Tenant has inspected the Project, the Building and the Premises and accepts them in their “AS IS, WHERE IS” condition, (b) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Parking Area or any other portion of the Project, Project or with respect to the condition thereof or the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. Tenant acknowledges that , (ac) it is fully familiar with except as expressly provided in the condition of the Premises Work Letter Agreement and agrees to take the same in its condition “as is” as of the Execution DateSection 16.2 below, and (b) Landlord shall have no obligation to alter, repair remodel, improve, repair, decorate or otherwise prepare paint the Premises for Tenant’s occupancy or to pay for any part thereof, or construct any improvements to the Premises, except with respect to payment portion of the TI Allowance Building or Project and the Furniture Allowance. Notwithstanding the foregoing(d) except as expressly provided in this Lease, Landlord shall deliver possession of the Premises have no obligation to provide Tenant (m) with any allowance, rent credit or abatement in broom clean condition and (n) connection with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s entering into this Lease. The taking of possession of the Premises shallby Tenant shall conclusively establish that the Project, except as otherwise agreed the Building and the Premises were at such time in good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement (other than the obligation to in writing complete punch list items), and the execution of this Lease by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Building, the Project and the Project Parking Area were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatat such time, except for latent defects, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing any. Without limiting the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenantforegoing, Tenant’s contractors or subcontractorsexecution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Building, or any the Parking Area and other portions of their respective employeesthe Project, agents or inviteessuch as certain construction obstacles (e.g., (ii) scaffolding), delays in use of freight elevator service, unavailability of certain elevators for Tenant’s failure use, uneven air-conditioning services and other typical conditions incident to properly repair recently constructed (or maintain the Premises as required by this Lease, (iiirecently modified) any modifications, Alterations or improvements constructed by or on behalf of office and laboratory/research and development buildings. Tenant (including the Tenant Improvementsfor itself and all other claiming through Tenant) or (ivhereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCalifornia Civil Code.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall Substantially Complete the Premises and agrees to take the prepare same in its condition “as is” as of the Execution Date, for occupancy by ▇▇▇▇▇▇ and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) accordance with the existing base building heatingPlans, ventilating as set forth in Exhibit “B” attached hereto, and air conditioning system subject only to Tenant Delays and the existing base building electricalForce Majeure events listed herein, lighting and plumbing systemsLandlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in each case serving accordance with Exhibit ▇-▇ and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises (collectivelyare not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession right to be compensated by receiving a rent credit as of the Premises shall, except as otherwise agreed to Rent Commencement Date in writing by Landlord and Tenant, conclusively establish the amount of one thousand five hundred dollars ($1,500.00) for each day that the PremisesPremises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2009, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure remedy (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later other than the date (rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the “Shortfall Notice Deadline”) that is ninety (90) days after part of the Execution DateLandlord to provide occupancy as herein described shall not constitute a breach or default on the part of the Landlord under this Lease or give rise to any claims of damage or expenses of any kind against the Landlord by ▇▇▇▇▇▇, either direct or consequential. In Notwithstanding the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadlineforegoing, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of if Tenant, Tenant’s contractors or subcontractors, 's personnel shall occupy all or any part of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf for the conduct of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after its business prior to the Term Commencement Date and (s) Landlord agrees that as determined pursuant to the Delivery Shortfall referenced in preceding paragraph, such Shortfall Notice exists, then Landlord date of occupancy shall, at Landlord’s expense (for all intents and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in purposes of this Lease, Landlord be the Term Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s sole risk, shall not have any obligations or liabilities in connection interfere with (y) a Delivery Shortfall the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except to the extent payment of Rent. Landlord may designate which portion of the Premises shall be made available for these employees, provided such Delivery Shortfall space is identified reasonably sufficient for conduct of Tenant’s business by these employees. Upon such early occupancy by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after until the Term Commencement Date, ▇▇▇▇▇▇ agrees to pay its pro rata share of separately metered utilities to the Premises, which share shall be based on the proportion of the rentable square feet of floor area designated by Landlord for Tenant’s use pursuant to this subsection to the rentable square feet of floor area of the Premises. 3.3.1 EXTENSION PERIOD Tenant shall have the right to extend the Term of the Lease for one (1) five (5) year period (the "Extension Period") at a Base Rent equal to the greater of (i) 95% of Market Rent and (ii) Base Rent then in effect, and otherwise on the same terms and conditions as this Lease, except that there shall be no further rights to extend the Term. Tenant shall exercise the option for the Extension Period by written notice to Landlord not less than twelve (12) months before the expiration of the initial Term. At Landlord's option, ▇▇▇▇▇▇'s exercise of the option shall be effective only if, at the time of the notice and upon the effective date of the Extension Period, there is no continuing Event of Default (beyond applicable notice and cure periods). In addition, if there has been any assignment or subletting of this Lease (other than a Permitted Transfer) by Tenant prior to Tenant's exercise of the Extension Period, the amount of excess rent payable to Landlord by Tenant pursuant to Section 7.1 shall increase from seventy-five percent to one hundred percent for the Extension Period. Landlord shall notify Tenant of the Landlord’s determination of Market Rent within fifteen (15) business days of Landlord's receipt of Tenant’s notice exercising the option for the Extension Period. Tenant shall have the right to withdraw its exercise of the option for the Extension Period or to contest Landlord's determination of Market Rent, by written notice to Landlord within fifteen (15) business days after the Landlord’s notice to Tenant. Failure of Tenant to give notice within such case, no Delivery Shortfall fifteen (15) business day period (time being of the essence) shall be deemed a waiver by Tenant of its right to have occurred as a result thereofcontest Landlord’s determination of Market Rent for the Extension Period or its right to withdraw its exercise of the option for the Extension Period.

Condition of Premises. 22.01 The parties acknowledge that Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to inspected the condition of the Premises, Premises and the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it and is fully familiar with the physical condition thereof and Tenant agrees to accept the Premises at the commencement of the Premises and agrees to take the same Term in its condition then “as is” condition, subject to the performance by Landlord of Landlord’s Work (as defined below). Except for the performance of the Execution DateLandlord’s Work, Tenant acknowledges and (b) agrees that Landlord shall have no obligation to alter, repair do any work in or otherwise prepare to the Premises in order to make it suitable and ready for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to use by Tenant (m) in broom clean condition and (n) with though the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“foregoing shall not vitiate Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition ongoing maintenance and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation obligations expressly set forth in this Lease). (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise froma) (i) (X) Promptly following the misusedate hereof, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at its sole cost and expense, have prepared construction drawings (the “Drawings”) for the installation of alterations, installations, materials, finishes and improvements in the Premises to prepare the same for Tenant’s initial occupancy thereof (the “Landlord’s expense Work”). The Drawings shall be substantially in accordance with the workletter and schematic drawings annexed hereto as Exhibit D-1 and shall include the above-standard work described on Exhibit D-2 annexed hereto (the “Above Standard Items”); it being understood and agreed, however, (A) Landlord shall be entitled to make substitutions of the Above Standard Items with items that are of a substantially equivalent quality and cost if Landlord reasonably believes same would enable Landlord to substantially complete Landlord’s Work sooner than anticipated with the original items (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities provide notice thereof to Tenant) and (B) certain items detailed on Exhibit D-2 (as more fully detailed therein) may be performed following the Commencement Date and, in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall the Commencement Date will be deemed to occur if such items are not yet substantially completed. To the extent Landlord fails to perform Landlord’s Work in accordance with the workletter and schematic drawings annexed hereto as Exhibit D-1 (inclusive of the Above Standard Items selected by Tenant, as detailed below, but subject to unforeseen field conditions, applicable laws and Change Orders), and unless otherwise agreed to by Tenant, same shall be deemed to have occurred as a result thereofbreach of this Lease by Landlord.

Condition of Premises. Once Tenant acknowledges delivers the Purchase Notice, Tenant shall have forty-five (45) to conduct a due diligence investigation of the Property, as reasonably approved by Landlord and subject to the reasonable requirements of Landlord, such as Landlord’s confidentiality and safety requirements (the “Due Diligence Period”). If during such Due Diligence Period, Tenant determines in its sole discretion that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Property is not acceptable to Tenant, Tenant shall so notify Landlord in writing and shall have no obligation to purchase the Property. If Tenant exercises its Purchase Option, Tenant shall accept the condition of the Property “as is, where is,” including all defects of the Premises, the Building whether latent or the Projectpatent, without representation or warranty of any kind, including, without limitation, express or implied warranties of merchantability or fitness for a particular purpose or with respect to the suitability environmental condition of the Premises; subject, however, to: (i) Landlord’s warranties contained in Section 2.03 of this Lease, to the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take extent the same remain in its condition “as is” effect as of the Execution Closing Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure the assignment to properly repair or maintain Tenant of the Premises as required by warranties of the Landlord Work Contractors described in Section 2.04 of this Lease, to the extent the same remain in effect as of the Closing Date, (iii) any modificationsLandlord’s representations and warranties contained in Section 2.05(b) hereof (which shall survive the Closing Date for a period of one (1) year), Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or and (iv) any other eventthe representations and warranties of Landlord set forth on Exhibit “P” attached hereto, circumstance or other factor arising or occurring after which shall survive the Term Commencement Date Closing for a period of one (1) year. Tenant acknowledges and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice existsif it exercises its Purchase Option, then Landlord shallexcept as expressly provided herein, at Landlord’s expense (and not as an Operating Expense), promptly remedy may expressly be provided in the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Purchase and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with Sale Agreement: (i) Tenant shall purchase the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Property solely in reliance upon Tenant’s contractors inspections and investigations of the Property and that (except as set forth herein and in the Purchase and Sale Agreement) no representations or subcontractorswarranties of any kind, express or any of their respective employeesimplied, agents have or inviteeswill have been made by Landlord or its agents, and (ii) Tenant’s failure Tenant hereby waives and Landlord hereby disclaims all warranties of any type or kind whatsoever with respect to properly repair the Property, express or maintain the Premises as required implied, including, by this Leaseway of description and not limitation, (iii) any modificationsthose of fitness for particular purpose, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other eventability, circumstance or other factor arising or occurring after the Term Commencement Datehabitability, and use, except in any such case, no Delivery Shortfall shall be deemed to have occurred all cases as a result thereofprovided herein and as provided in the Purchase and Sale Agreement.

Condition of Premises. Tenant hereby agrees to accept the Expansion Space in its "as-is" condition and Tenant hereby acknowledges that neither Landlord nor Landlord, except as otherwise provided in this Second Amendment, shall not be obligated to pay for any agent improvement work or services related to the improvement of the Expansion Space. Except as set forth in this Second Amendment, Tenant also acknowledges that Landlord has made any no representation or warranty with respect to regarding the condition of the PremisesExpansion Space; provided, however, in the event that, after Landlord's delivery of the Expansion Space, the Base, Shell and Core of the Building or (as defined in Section 1 of the ProjectWork Letter), or which includes the Systems and Equipment, the base building HVAC, plumbing, life safety and electrical systems of the Building as well as the roof and roof membrane, (A) does not comply with respect applicable laws, seismic, fire and life safety codes, and the ADA (to the suitability of the Premisesextent applicable), the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” effect as of the Execution Datedate of this Second Amendment, and or (bB) contains latent defects, then Landlord shall have no obligation to alterbe responsible, repair or at its sole cost and expense which shall not be included in Operating Expenses (except as otherwise prepare permitted in Section 4.2 of the Premises Original Lease), for Tenant’s occupancy or to pay for or construct correcting any improvements such non-compliance to the Premisesextent required by such applicable laws, except with respect to payment of the TI Allowance codes and the Furniture AllowanceADA as soon as reasonably possible after receiving notice thereof from the applicable governmental authority or Tenant, and/or correcting such latent defects as soon as reasonably possible after receiving notice thereof from Tenant. Notwithstanding the foregoing, if Tenant fails to give Landlord shall deliver possession written notice of any such latent defects in clause (B) hereinabove within six (6) months after the Suite 500 Expansion Commencement Date, then the correction of any such latent defects shall, subject to Landlord's repair obligations in Section 7.2 of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense Original Lease (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall correction is identified by a responsibility of Tenant in a Shortfall Notice delivered pursuant to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure Section 7.1 of the Existing Building Systems to Original Lease), be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, 's responsibility at Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, 's sole cost and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofexpense.

Condition of Premises. Tenant is in possession of the Current Premises pursuant to the Lease and Tenant acknowledges and agrees that neither Landlord nor any agent the Current Premises are in good order and satisfactory condition as of the date hereof. No agreement of Landlord has made any to alter, remodel, decorate, clean or improve the Premises or the Building and no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with regarding the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed has been made by or on behalf of Landlord to Tenant (including the Tenant Improvements) under or (iv) any other eventby reason of this Amendment, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees except that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities perform the following leasehold improvement work ("Landlord's Work") in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord First Expansion Premises on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation New Commencement Date: (a) repair (or install, as the case may be) building standard white ceiling tiles where necessary, (b) repair (or install, as the case may be) building standard parabolic lighting fixtures where necessary (as determined by Landlord), (c) repaint all walls in the First Expansion Premises with one coat of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or building standard paint (z) any failure of the Existing Building Systems color to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of selected by Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date), and (d) recarpet the First Expansion Premises with the same color and type of carpeting currently installed in the Current Premises. Tenant shall have thirty (30) days (the "Notification Period") from the New Commencement Date in which to notify Landlord of any such caseomissions or latent or patent defects in Landlord's Work (hereinafter, no Delivery Shortfall the "Defects") as described herein. If Tenant fails to notify Landlord during the Notification Period of any Defects, then it shall be deemed to have occurred as a result thereof.that Tenant acknowledges and

Condition of Premises. Except as may be expressly set forth in this Lease, Tenant acknowledges that neither shall accept the Premises on the Commencement Date in its “AS-IS” condition, subject to all applicable laws, ordinances, regulations, covenants and restrictions, and Landlord nor shall have no obligation to perform or pay for any agent of repair or other work therein. Except as may be expressly provided herein, Landlord has made any no representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect as to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. , and Tenant acknowledges waives any implied warranty that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises are suitable for Tenant’s occupancy or to pay intended purposes. TENANT ACKNOWLEDGES THAT, UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN (1) IT HAS INSPECTED AND ACCEPTS THE PREMISES IN AN “AS IS, WHERE IS” CONDITION, (2) THE BUILDING AND IMPROVEMENTS COMPRISING THE SAME ARE SUITABLE FOR THE PURPOSE FOR WHICH THE PREMISES ARE LEASED AND LANDLORD HAS MADE NO WARRANTY, REPRESENTATION, COVENANT, OR AGREEMENT WITH RESPECT TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE PREMISES, (3) THE PREMISES ARE IN GOOD AND SATISFACTORY CONDITION, (4) NO REPRESENTATIONS AS TO THE REPAIR OF THE PREMISES, NOR PROMISES TO ALTER, REMODEL OR IMPROVE THE PREMISES HAVE BEEN MADE BY LANDLORD AND (5) THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, THAT EXTEND BEYOND THE DESCRIPTION OF THE PREMISES. Except as otherwise may expressly be provided herein, in no event shall Landlord have any obligation for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of defects in the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)or any limitation on its use. Tenant’s The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord shall be conclusive evidence that Tenant accepts the Premises and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) condition at the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftime possession was taken.

Condition of Premises. 13.1. Tenant acknowledges that neither immediately prior to the Term Commencement Date, Tenant occupied the Premises, is familiar with the condition of the Premises and accepts the entire Premises in its “as is” condition with all faults, and Landlord nor any agent of Landlord has made any makes no representation or warranty of any kind with respect to the condition of the Premises, the Building or the Project, Premises or with respect to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises other than, if required by Section 1.3.2 of the Purchase Agreement, the Building G Additional Purchase Price. It is understood and agreed that Landlord is not obligated to install any equipment, or make any repairs, improvements or Alterations to the Premises, except with respect to payment of including the TI Allowance and the Furniture AllowanceTenant Improvements. Notwithstanding the foregoing, Landlord shall deliver Tenant’s possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession as of the Premises Term Commencement Date shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. 13.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, if Landlord fails to satisfy Landlord’s Delivery Obligation IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT LANDLORD IS LEASING THE PREMISES “AS IS” AND “WHERE IS,” AND WITH ALL FAULTS AND THAT, LANDLORD IS MAKING NO REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY OR PHYSICAL CONDITION OF THE PREMISES, THE INCOME OR EXPENSES FROM OR OF THE PREMISES, OR THE COMPLIANCE OF THE PREMISES WITH APPLICABLE BUILDING OR FIRE CODES, ENVIRONMENTAL LAWS OR OTHER LAWS, RULES, ORDERS OR REGULATIONS. WITHOUT LIMITING THE FOREGOING, IT IS UNDERSTOOD AND AGREED THAT LANDLORD MAKES NO WARRANTY WITH RESPECT TO THE HABITABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TENANT AGREES THAT IT ASSUMES FULL RESPONSIBILITY FOR, AND THAT IT HAS HAD AN OPPORTUNITY TO PERFORM EXAMINATIONS AND INVESTIGATIONS OF THE PREMISES, INCLUDING SPECIFICALLY, WITHOUT LIMITATION, EXAMINATIONS AND INVESTIGATIONS FOR THE PRESENCE OF ASBESTOS, PCBS AND OTHER HAZARDOUS SUBSTANCES, MATERIALS AND WASTES (a “Delivery Shortfall”)AS THOSE TERMS MAY BE DEFINED HEREIN OR BY APPLICABLE FEDERAL OR STATE LAWS, then Tenant mayRULES OR REGULATIONS) ON OR IN THE PREMISES. WITHOUT LIMITING THE FOREGOING, as its sole and exclusive remedyTENANT IRREVOCABLY WAIVES ALL CLAIMS THAT EXIST AS OF THE EXECUTION DATE AGAINST LANDLORD WITH RESPECT TO ANY ENVIRONMENTAL CONDITION, deliver notice of such failure to Landlord detailing the nature of such failure INCLUDING CONTRIBUTION AND INDEMNITY CLAIMS, WHETHER STATUTORY OR OTHERWISE. TENANT ASSUMES FULL RESPONSIBILITY (a “Shortfall Notice”); providedAS BETWEEN LANDLORD AND TENANT) FOR ALL COSTS AND EXPENSES REQUIRED TO CAUSE THE PREMISES TO COMPLY WITH ALL APPLICABLE BUILDING AND FIRE CODES, furtherMUNICIPAL ORDINANCES, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice DeadlineENVIRONMENTAL LAWS AND OTHER LAWS, and provided thatRULES, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuseORDERS, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofAND REGULATIONS.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, other than the Delivery Condition Representations (as defined below). Tenant acknowledges that (a) it is fully familiar with the condition of the Premises, and except for the Delivery Condition Obligations (as defined below), Tenant takes the Premises and agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including Condition Obligations and the Tenant Improvements) or (iv) any other event. Notwithstanding anything in this Lease to the contrary, circumstance or other factor arising or occurring after Landlord hereby represents to Tenant that, as of the Term Commencement Date and Date, (sx) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord Premises shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection comply with (i) the misuseApplicable Laws, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, and (ii) Tenant’s failure to properly repair or maintain the Premises Americans with Disabilities Act, 42 U.S.C. § 12101, et. seq., and any state and local accessibility laws, codes, ordinances and rules (collectively, and together with regulations promulgated pursuant thereto, the “ADA”), as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf the ADA is in effect and interpreted as of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case(y) all Building systems, no Delivery Shortfall including the heating, ventilating, air conditioning, electrical and plumbing systems serving the Premises, shall be deemed in good working order and condition (collectively, the “Delivery Condition Representations”). After the Term Commencement Date, if Tenant discovers any breach of the Delivery Condition Representations, then as its sole remedy, Tenant shall deliver to Landlord written notice describing such breach in reasonable detail (“Delivery Condition Notice”) within one hundred eighty (180) days after the Term Commencement Date (“Delivery Condition Notice Period”), and Landlord shall promptly cure such breach (“Delivery Condition Obligations”). If Tenant fails to give a Delivery Condition Notice within the Delivery Condition Notice Period, then Tenant shall have occurred as no further right to give a result thereofDelivery Condition Notice or rights or remedies with respect to any breach of the Delivery Condition Representations.

Condition of Premises. Except as set forth in this Article 5, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair repair. Notwithstanding the foregoing, Landlord warrants that the roof of the Building is watertight, and Landlord shall deliver the base building systems serving the Premises that are the responsibility of Landlord under Article 18 of the Lease (including the heating, ventilating and air conditioning systems, electrical, life safety and plumbing systems) in good working order, suitable for office use and in compliance with all Applicable Laws (collectively, “Landlord’s Delivery Obligation was satisfied; provided that, if Condition”). In the event that Landlord fails to satisfy Landlord’s Delivery Obligation Condition, Tenant’s sole and exclusive remedy for such failure shall be to deliver written notice to Landlord (a “Delivery ShortfallRepair Notice”) on or before the date that is thirty (30) days after the Term Commencement Date (the “Repair Notice Date”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datefailure. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Repair Notice DeadlineDate, and provided that, Landlord shall promptly make any repairs reasonably necessary to correct the failure described in the Repair Notice (r) but only to the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) extent that Landlord agrees reasonably determines that the failure described in the Repair Notice constitutes and actual failure of Landlord’s Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallCondition), at Landlord’s expense (and not as an cost, provided that Landlord may include the costs thereof in Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except Expenses to the extent that Landlord is permitted to do so under Article 9 of the Lease. Any such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems Landlord’s Delivery Condition shall not entitle Tenant to be in good working order arising from any monetary damages or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after delay the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. (a) Subject to Paragraph 5(b) and Paragraph 6 below, Tenant shall continue to lease the Premises "as‑is," "with all faults," and "without any representations or warranties", except as expressly set forth herein. Tenant agrees and warrants that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant hereby waives and disclaims any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the suitability of same for Tenant's purposes. Tenant acknowledges that neither Landlord nor any agent or employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building or the Project, Premises or with respect to the its suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. 's business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same in its condition “as decision to enter into this Amendment and to continue to let the Premises in its "as-is” as of the Execution Date, and " condition. (b) Landlord shall have no obligation to altershall, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements on a one-time basis only, using Building-standard materials, specifications, guidelines and procedures (except to the Premisesextent otherwise designated by Landlord), except with respect to payment of perform the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises following work (collectively, the “Existing Building "Second Amendment Work"): (i) install a dock locking system on all dock doors serving the Premises in substantial accordance with that certain bid dated March 22, 2013 prepared by Arbon Equipment Corporation, a copy of which, along with clarifying email correspondence from Tenant, is attached hereto as Exhibit A (the "Dock Lock Work"); and (ii) install certain seismic bracing upgrades in substantial accordance with that certain bid dated January 22, 2013 prepared by Delta Fire Systems”, Inc., a copy of which is attached hereto as Exhibit B (the "Seismic Bracing Work"). The Second Amendment Work shall be performed at Landlord's expense, except that (A) Tenant shall be solely responsible for all costs and expenses incurred by Landlord in connection with the Dock Lock Work (including, without limitation, hard and soft construction costs and construction management and oversight fees) to the extent such costs and expenses exceed One Hundred Twenty-Five Thousand and 00/100 Dollars ($125,000.00) in good working order the aggregate, (“B) Tenant shall be solely responsible for all costs and expenses incurred by Landlord in connection with the Seismic Bracing Work (including, without limitation, hard and soft construction costs and construction management and oversight fees) to the extent such costs and expenses exceed Thirty-Six Thousand Two Hundred Seventy and 00/100 Dollars ($36,270.00) in the aggregate, and (C) Tenant shall be responsible for reimbursing Landlord for all costs incurred by Landlord for the Seismic Bracing Work up to Thirty-Six Thousand Two Hundred Seventy and 00/100 Dollars ($36,270.00) in accordance with Paragraph 5(c) below (and Tenant shall pay any such amounts for which Tenant is responsible pursuant to items (A) or (B) above promptly upon demand, including, if requested by Landlord’s Delivery Obligation”, prior to the commencement of the Second Amendment Work). Tenant’s taking In addition, Tenant shall be solely responsible for any increase in the cost of possession performing any of the Premises shallSecond Amendment Work resulting from any act or omission of Tenant or its agents, except as otherwise agreed employees, contractors, subcontractors, licensees and invitees (and Tenant shall pay any such actual and reasonable amounts within ten (10) business days following Landlord's delivery of reasonable supporting documentation for such cost increases). Tenant shall not (and Tenant shall ensure that its agents do not) interfere with the performance of the Second Amendment Work and shall cooperate with Landlord in connection with the performance of the Second Amendment Work, including, without limitation, by moving any equipment and other property which Landlord or its contractor may request be moved. Landlord shall be permitted to in writing by Landlord and perform the Second Amendment Work during Tenant, conclusively establish that 's occupancy of the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation during normal business hours (a “Delivery Shortfall”or any hours), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure without any obligation to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance pay overtime or other factor arising or occurring after the Term Commencement Date and (s) Landlord premiums. Tenant hereby agrees that the Delivery Shortfall referenced performance of the Second Amendment Work shall in such Shortfall Notice existsno way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent payable pursuant to the Lease. Landlord shall have no responsibility for, then Landlord shallor for any reason be liable to, at Landlord’s expense Tenant for any direct or indirect injury to or interference with Tenant's business arising from the performance of the Second Amendment Work. (and not as an Operating Expense), promptly remedy the Delivery Shortfall. c) Notwithstanding anything to the contrary in this LeaseAmendment, Tenant agrees to reimburse Landlord shall not have any obligations or liabilities for all costs and expenses incurred by Landlord in connection with the Seismic Bracing Work (yincluding, without limitation, all hard and soft construction costs, permitting fees, and construction management and oversight fees) up to a Delivery Shortfall except maximum of Thirty-Six Thousand Two Hundred Seventy and 00/100 Dollars ($36,270.00) (collectively, the "Landlord's Seismic Bracing Costs") as follows: commencing on the Second Amendment Commencement Date, concurrently with its payments to Landlord of monthly Base Rent (but without regard to any credit or abatement of Base Rent), Tenant shall pay to Landlord an amount equal to the Monthly Amortized Landlord's Seismic Bracing Costs (as defined below). The term "Monthly Amortized Landlord's Seismic Bracing Costs" shall mean all of Landlord's Seismic Bracing Costs, amortized over the period from the Second Amendment Commencement Date (or such later date that any particular funds are expended) through and including the Second Amendment Expiration Date, on a monthly basis, with interest accruing on such Landlord's Seismic Bracing Costs at eight percent (8%) per annum. Tenant acknowledges and agrees that if any of Landlord's Seismic Bracing Costs are incurred after the Second Amendment Commencement Date, then the Monthly Amortized Landlord's Seismic Bracing Costs, and the remaining amortization schedule, shall be adjusted by Landlord to account for the same (such that Tenant will be responsible to reimburse Landlord for all of Landlord's Seismic Bracing Costs, regardless of the date incurred). Notwithstanding anything to the contrary herein, if the Lease shall be cancelled or terminated for any reason prior to the Second Amendment Expiration Date, one hundred percent (100%) of the unamortized Landlord's Seismic Bracing Costs shall become immediately due and payable by Tenant to Landlord; provided, however, in the event the Lease is terminated as a result of a casualty or condemnation event, Tenant's obligation to repay the unamortized Landlord's Seismic Bracing Costs shall be reduced to the extent that Landlord receives any excess insurance or condemnation proceeds over and above the amount necessary to compensate Landlord for one hundred percent (100%) of all losses, damages, and repair costs to the Building exclusive of the Seismic Bracing Work (i.e. no insurance or condemnation proceeds shall be attributable to the Seismic Bracing Work unless and until Landlord has been fully compensated for all other losses, damages and repairs to the Building relating to the applicable casualty or condemnation event). Tenant shall be solely responsible for immediately repaying any shortfall between such Delivery Shortfall is identified excess insurance or condemnation proceeds (if any) and the then unamortized Landlord's Seismic Bracing Costs. At Landlord's option, Tenant shall, within ten (10) days of written request from Landlord, execute an amendment to the Lease, on Landlord's form, or execute a letter agreement acknowledging the schedule of Tenant's obligation to repay Landlord's Seismic Bracing Costs (provided, however, that Tenant's obligation to repay Landlord's Seismic Bracing Costs shall not be effected in any way by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation any failure of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsrequest, or any of their respective employeesTenant to execute, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofamendment).

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as Exhibit "C", Landlord and Tenant acknowledges will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry. If permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that, except for any undiscovered latent defects, the Tenant improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledged that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Project or the Project, any portions thereof or with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofProject.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, except as otherwise expressly set forth in this Lease. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution date (the “Possession Date”) that is the earlier of (i) the Early Occupancy Date and (ii) the Term Commencement Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance Tenant Improvements, and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) except as otherwise expressly set forth in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)this Lease. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair for the purpose of permitting Tenant to take occupancy. Notwithstanding anything to the contrary (but subject to the last grammatical sentence of this Article 5), Landlord hereby represents and that Landlord’s Delivery Obligation was satisfied; provided warrants that, if Landlord fails as of the Possession Date, (w) to satisfy Landlord’s Delivery Obligation its actual present knowledge, without any duty to make any independent investigation or inquiry, there are no Hazardous Materials in the Building in violation of Applicable Laws except as otherwise set forth in that certain Phase 1 Environmental Site Assessment of J. ▇▇▇▇▇ ▇▇▇▇▇▇ Institute, dated April 29, 2010, prepared by EMG for BioMed Realty Trust, Inc., (x) the windows and window seals in the Premises shall be in good working order, condition and repair and shall be in a “Delivery Shortfall”condition such that they will not leak under normal circumstances, (y) the base Building mechanical, electrical (including any electrical panels), then Tenant maysprinkler, as its fire alarm, plumbing and heating, ventilating and air conditioning systems serving the Premises, shall be in good working order, condition and repair and (z) restrooms within the Premises shall be in compliance with all Applicable Laws; provided, however, that Tenant’s sole and exclusive remedy, remedy for a breach of such representation and warranty shall be to deliver notice of such failure to Landlord (“Repair Notice”) on or before the date that is six (6) months after the Possession Date with respect to items that would be apparent to Tenant upon a reasonable visual inspection of the Premises and/or the Building, as applicable, and within sixty (60) days after discovery of any other breach (each such date, a “Warranty Date”) detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Datebreach. In the event that Landlord receives a Shortfall Repair Notice on or before the Shortfall Notice DeadlineWarranty Date applicable to the breach of the representation and warranty described therein, Landlord shall promptly make any repairs reasonably necessary to correct the breach described in the Repair Notice. The representation and warranty provided by Landlord in subsections (w), (x), (y) and (z) above shall expire, and provided thatbe of no further force or effect, (r) on the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement applicable Warranty Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any further obligations or liabilities in connection with such representation and warranty (y) except with respect to any actual breaches identified in a Delivery Shortfall except to the extent such Delivery Shortfall is identified Repair Notice delivered by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline applicable Warranty Date). The provisions of this Section 5 shall in no way limit or modify Landlord’s other repair, maintenance and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall replacement obligations under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Except as expressly set forth in this Lease and in the Tenant acknowledges that neither Work Letter attached hereto as Exhibit B, Landlord nor shall not be obligated to provide or pay for any agent of Landlord has made any representation improvement, remodeling or warranty with respect refurbishment work or services related to the condition improvement, remodeling or refurbishment of the Premises, and Tenant shall accept the Building Premises in its "AS IS" condition on the Lease Commencement Date, provided that without limiting Landlord’s obligations under the Work Letter, Landlord shall, at Landlord’s own expense, cause the Premises to be in a broom clean condition on the Lease Commencement Date. On the Lease Commencement Date, Landlord shall deliver the Premises with the existing Systems and Equipment in good working condition and Tenant shall have a review period of ninety (90) days from the Lease Commencement Date (the "Review Period") to confirm such condition. In the event that Tenant notifies Landlord during the Review Period, in writing, of any of the foregoing items that are not in good working condition, Landlord shall use commercially reasonable efforts to cause such items to be promptly repaired, at Landlord’s own expense, to the extent that any deficiencies to such systems are not caused by the acts or the Projectomissions of Tenant or any of Tenant's Representatives (as defined below), or with respect to the suitability of the Premises, the Building any Alterations performed by or the Project for the conduct on behalf of Tenant’s business. If Tenant acknowledges that (a) it is fully familiar with fails to timely deliver to Landlord such written notice of Systems or Equipment not in good working condition within the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution DateReview Period, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct perform any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallsuch work thereafter, except as otherwise agreed to expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that that, except as otherwise set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that that, subject to Landlord’s representations, warranties, covenants and obligations under this Lease, (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Term Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Tenant Improvements and as otherwise specifically set forth in this Lease. Upon Substantial Completion of the TI Allowance and Tenant Improvements, the Furniture Allowance. Notwithstanding the foregoing, Landlord parties shall deliver possession perform a walkthrough of the Premises and mutually agree upon any items that should be added to the punch list such that (y) the Tenant (m) Improvements are in broom clean condition compliance with Exhibit B and (nz) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of delivery obligations in the Premises shall, except as otherwise agreed to in writing by Landlord following sentence and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was under Section 4.5 shall be satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything in this Lease to the contrary in this Leasecontrary, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation agrees that, as of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, the Premises shall comply with all Applicable Laws and all Building systems shall be operational and in good condition. To the extent the Premises do not comply with Applicable Laws as of the Term Commencement Date or any such caseBuilding systems are not operational and in good condition, no Delivery Shortfall Landlord shall be deemed to have occurred as a result thereofpromptly correct the same at its sole cost.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, Premises or with respect to the suitability of the Premises, the Building or the Project Premises for the conduct of Tenant’s business. Tenant acknowledges that (a) it other than the presence of any Hazardous Materials (as defined in Section 21.9) (i) in the Premises in violation of Applicable Laws as of the Execution Date, (ii) that are not actually known to Tenant as of the Execution Date or that could not have been discovered by Tenant upon reasonable inspection prior to the Execution Date and (iii) that were not placed at the Project by Tenant or its affiliates, employees, agents or contractors (collectively, “Pre-Existing Hazardous Conditions”), Tenant is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession remediation of the Premises to Tenant (m) any Pre-Existing Hazardous Conditions as set forth in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)this Article. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project Premises were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Daterepair. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) during the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission performance of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date Pre-Existing Hazardous Conditions are discovered, Tenant shall promptly notify Landlord of such discovery and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallLandlord, at Landlord’s expense (its sole cost and not as an Operating Expense)expense, promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except work with Tenant diligently and in good faith to the extent remediate such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline Pre-Existing Hazardous Conditions and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) indemnify and hold Tenant harmless from any failure Claims resulting from the presence of the Pre-Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofHazardous Conditions.

Condition of Premises. Except as otherwise agreed to in writing, Tenant’s taking possession of the Premises shall be presumptive evidence against Tenant acknowledges that neither the Premises were in good order and satisfactory condition when Tenant took possession. Landlord nor shall notify Tenant at least five (5) Business Days prior to the anticipated date of final inspections from the applicable governmental authority having jurisdiction and within the next five (5) Business Days, Landlord and Tenant shall, collectively, conduct a “walk-through” of the Premises and shall simultaneously prepare a “punch-list” of items to be completed or corrected in the Premises. Landlord shall complete or correct any agent such punch-list items within thirty (30) days of the Commencement Date. Landlord has and Landlord’s agents and representatives have made any representation no representations or warranty promises with respect to the condition of the Premises, the Building or the ProjectProperty and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth herein. At the termination of this Lease, by lapse of time or otherwise, Tenant shall remove all Tenant’s property, including but not limited to, trade fixtures, all of Tenant’s improvements in the Storage Space that are not consistent with respect to the suitability of a standard office build-out, such as shelving and racks, and all wiring and cabling, from the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of and shall return the Premises broom-clean and agrees to take in as good a condition as when Tenant took possession or as the same in its condition “as is” as of the Execution Datemay thereafter have been put by Landlord, except for ordinary wear, loss by fire or other casualty, and (b) repairs that Landlord shall have no obligation is required to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowancemake under this Lease. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to If Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as remove any or all of its sole and exclusive remedy, deliver notice property upon termination of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord may remove the same at Tenant’s sole cost, and Tenant shall not have any obligations or liabilities pay Landlord on demand all reasonable costs incurred in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftherewith.

Condition of Premises. (A) Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty no representations to Tenant with respect to the condition of the 40th Floor Premises and/or the 42nd Floor Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with currently occupying the condition of 40th Floor Premises and the 42nd Floor Premises and agrees to take the same in its condition “"as is” " in the condition existing on the date hereof (subject to any maintenance or repair or restoration obligations of Landlord under the Lease, as of modified by this Amendment) and that, notwithstanding anything to the Execution Datecontrary contained in the Lease, and (b) as amended by this Amendment, Landlord shall have no obligation to perform any work, provide any work allowance or rent credit, alter, repair improve, decorate, or otherwise prepare the 40th Floor Premises and/or the 42nd Floor Premises for Tenant’s occupancy or to pay for or construct any improvements continued occupancy, except that (i) promptly following the date on which all occupants of the 41st Floor Premises shall vacate same, Landlord shall, at Landlord's expense, (x) remove the internal staircase connecting the 42nd Floor Premises to the Premises41st Floor Premises subject to the terms of this Paragraph 6 and (y) replace the floor slab, except excluding, however, any restoration work with respect to payment of the TI Allowance 42nd Floor Premises (other than replacing such floor slab) required in connection therewith (the work described in clauses (x) and (y) above, excluding any such restoration work, the Furniture Allowance. Notwithstanding "Staircase Work") and (ii) promptly following the foregoingdate on which Tenant gives Landlord notice that the Initial Alterations (as hereinafter defined) are substantially complete, and requests that Landlord commence such work, Landlord shall deliver possession of shall, at Landlord's expense, clean the perimeter induction units in the 42nd Floor Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating seal and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises repair any broken windows therein (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”"Post Initial Alterations Work"). It being agreed that neither Landlord nor Tenant shall have any obligation to perform any restoration work required in the 41st Floor Premises. Landlord shall perform the Post Initial Alterations Work and the Staircase Work in accordance with all applicable laws and in a good and workmanlike manner. Tenant shall provide Landlord with access to the 42nd Floor Premises and (if the 41st Floor Premises is vacated prior to the Effective Date, and Landlord commences the Staircase Work prior to the Effective Date) the 41st Floor Premises to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Tenant shall cooperate with Landlord by moving, and taking commercially reasonable steps to protect, Tenant’s taking of possession 's property to enable Landlord to perform the Staircase Work and the Post Initial Alterations Work. Landlord shall not be liable to Tenant for any loss or damage to Tenant's property occurring during the performance of the Premises shallStaircase Work or the Post Initial Alterations Work, except to the extent arising as a result of Landlord's negligence or willful misconduct. Landlord shall use commercially reasonable efforts to minimize interference with the conduct of Tenant's business during Business Hours on Business Days in the 42nd Floor Premises during the performance of the Staircase Work and (without limiting the foregoing) agrees (i) to erect (around the area in which the Staircase Work will be performed) temporary barriers and (ii) to perform all unreasonably loud or otherwise agreed to in writing by Landlord and Tenant, conclusively establish that unreasonably disruptive portions of the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later Staircase Work during times other than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution DateBusiness Hours on Business Days. In the event that Landlord receives shall fail to complete the Staircase Work by the ninetieth (90th) day following the date on which Tenant gives Landlord notice that the 41st Floor Premises has been vacated by all occupants (including Tenant) which ninety (90) day period shall be extended by delays referred to in Section 25.01 of the Lease, then Tenant shall be entitled to a Shortfall Notice credit in the amount of Three Thousand Five Hundred Twelve Dollars and Forty-Eight Cents ($3,512.48) per day for each day in the period from such ninetieth (90th) day (as may be extended as aforesaid) until the date on which the Staircase Work is Substantially Complete (as hereinafter defined). The term "Substantial Completion" or before words of similar import shall mean that the Shortfall Notice Deadlineapplicable work has been substantially completed in accordance with the applicable plans and specifications, and provided thatif any, (r) the Delivery Shortfall was not caused by (or did not arise from) it being agreed that (i) such work shall be deemed substantially complete notwithstanding the misusefact that minor or insubstantial details of construction or demolition, misconduct, damage, destruction, negligence and/or any other action mechanical adjustment or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesdecorative items remain to be performed, (ii) with respect to work that is being performed in the Premises, such work shall be deemed substantially complete only if the incomplete elements thereof do not interfere materially with Tenant’s failure to properly repair or maintain 's use and occupancy of the Premises as required by this Leasefor the conduct of business, or delay or materially interfere with the completion of the construction of the Initial Alterations and (iii) with respect to any modificationsdelays caused by Long Lead Work or Tenant Work Delays, Alterations the applicable work shall be deemed substantially completed (as such terms are hereinafter defined) upon the date such work would have been completed but for such delays. The term "Long Lead Work" shall mean any item which is not a stock item and must be specially manufactured, fabricated or improvements constructed by installed or on behalf is of Tenant such an unusual, delicate or fragile nature that there is a substantial risk that (including the Tenant Improvementsi) there will be a delay in its manufacture, fabrication, delivery or installation, or (ivii) any after delivery of such item will need to be reshipped or redelivered or repaired so that, in Landlord's reasonable judgment, the item in question cannot be completed when the standard items are completed even though the items of Long Lead Work in question are (1) ordered together with the other event, circumstance items required and (2) installed or other factor arising or occurring performed (after the Term Commencement Date manufacture or fabrication thereof) in order and (s) Landlord agrees sequence that such Long Lead Work and other items are normally installed or performed in accordance with good construction practice. In addition, Long Lead Work shall include any standard item, which in accordance with good construction practice should be completed after the Delivery Shortfall referenced completion of any item of work in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to nature of the contrary items described in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure sentence. The term "Tenant Work Delays" shall mean act or omissions of Tenant or its agents or employees that in fact delay Landlord in the performance of the Existing Building Systems to be work in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofquestion.

Condition of Premises. 14.1 Tenant acknowledges that neither Landlord nor any agent of Landlord has Tenant acknowledges that neither Landlord nor and agent of Landlord has made any representation or warranty warranty, express or implied, with respect to the condition of the Premises, the Building or the Projectto Landlord's Work or Tenant's Improvement Work, except as set forth herein, or with respect to the their suitability of the Premises, the Building or the Project for the conduct of Tenant’s 's business. 14.2 Upon Substantial Completion of the Premises, Tenant shall accept the Premises, including Landlord's Work and Tenant's Improvement Work, in the condition in which they then exist, and shall waive any right or claim Tenant may have against Landlord for any cause directly or indirectly arising out of the condition or delay in delivery of possession of the Premises, appurtenances thereto, the improvements thereon and the equipment thereof, except for (i) responsibility for damages in the event of completion delays to the extent of Section 4. 3 hereof, (ii) responsibility for allocation of property pursuant to Section 4. 7, (iii) the warranties made by Landlord under Section 14.4 to The extent thereof, (iv)responsibility for covenants and representations made by Landlord in Section 39.8, (v) the obligation to deliver the Premises lien-free pursuant to Section 35.4, and (vi) the completion of punch-list items pursuant to Section 6.3 of the Work Letter. Tenant acknowledges that (a) shall thereafter indemnify, defend, protect and hold Landlord harmless from liability, as provided in Article 20 of the Lease. In the event any pilot plant manufacturing facility is not then complete, such acceptance of the pilot plant, and waiver with regard thereto, shall apply at the date it is fully familiar with the condition completed. 14.3 Tenant's taking possession of the Premises and agrees to take the same in its condition “as is” as acceptance of the Execution DatePremises shall not constitute a waiver of any claims based upon warranty or defect In regard to design, materials, or construction of the Land Improvements, Building Shell, and Tenant's Improvement Work against the design professional, contractor, materialman, manufacturer, or other responsible party (other than Landlord, whose liability is described in Section 14.4 below), nor for failure of any such party (other than Landlord) to comply with all applicable building code Requirements (including but not limited to seismic Zone 4 regulations), laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, nor for failure to comply with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau. Landlord hereby assigns to Tenant, and Tenant shall have the benefit of, on a non-exclusive basis, any and all warranties with respect to the design, materials and construction Of the Premises which are assignable to Tenant, together with all other rights and claims it may have against any design professional, contractor, materialman, manufacturer, or other responsible party, or from applicable insurance policies. Landlord and Tenant agree to cooperate with regard to the enforcement of all such warranties, rights and claims. All such warranties, rights and claims shall revert to Landlord exclusively upon the expiration or earlier termination of this Lease. Tenant shall comply with whatever maintenance and similar standards are required to maintain any applicable warranties in affect. 14.4 Landlord (including the Landlord herein named, Nexus/Chevron Partnership (Lot 13), even if Landlord's interest in the Lease is assigned) warrants to Tenant that Landlord's Work and Tenant's Improvement work will be, on Substantial Completion, built in a good and workmanlike manner and in substantial compliance with Landlord's Plans and Tenant's Improvement Plans and all applicable building code requirements (including but not limited to seismic Zone 4 regulations), laws, rules, orders, ordinances, directions, regulations, permits, approvals, and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and with the rules, orders, directions, regulations, and requirements of any applicable fire rating bureau. However, nothing herein shall be construed to make Landlord liable for any defects in or arising from Tenant's Improvement Plans, which are the responsibility of Tenant. The warranty given by Landlord in this Section 14.4 shall terminate one (1) year after the recording of the notice of completion of the Premises, except for any breach claimed by Tenant, as long as (a) Tenant has notified Landlord of such claim of breach (identifying the breach in reasonable detail) within such one (1) year period and (b) Tenant files a lawsuit or arbitration based upon such claim of breach and gives written notice thereof to Landlord within three (3) months after the expiration of such one year period. Landlord and Tenant shall have no obligation cooperate with regard to alter, the repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct and replacement of any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that for which they are responsible from recoveries from any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on applicable warranty or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofinsurance policy.

Condition of Premises. (a) Tenant acknowledges that neither Landlord nor any agent of Landlord it has made any representation or warranty with respect been, and continues to the condition be, in possession of the Existing Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Existing Premises and agrees continues to take occupy the same Existing Premises in its condition “"as is” as , where is" condition, with all faults, without any representation, warranty or improvement by Landlord of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallkind whatsoever, except as may otherwise agreed to be expressly provided in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Existing Lease. By accepting Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure 's delivery of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuseSuite C-2 Expansion Space, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred accepted the Suite C-2 Expansion Space as suitable for Tenant's intended use and as being in good and sanitary operating order, in its "as is, where is" condition, with all faults, without any representation, warranty or improvement by Landlord of any kind whatsoever, except as may otherwise be expressly provided in the Lease. (b) Notwithstanding the prov1s1ons of Section 8(a) above to the contrary, Landlord represents and warrants that (i) the exterior of the Building shall not violate any Regulations in effect and being enforced as of the Effective Date, and (ii) the roof of the Building shall be watertight as of the Suite C-2 Commencement Date. The foregoing notwithstanding, Landlord shall not be deemed to have breached the obligations set forth in this Section 8(b) unless and until Landlord has failed to perform the required work within the later of: (x) a result thereofreasonable period following written notice of the required work from Tenant or from a government entity/agency with jurisdiction to enforce the aforementioned Regulations; or (ii) a reasonable period following the date upon which any administrative proceeding or litigation commenced by Landlord to object to a particular proposed requirement has been finally determined against Landlord and becomes not subject to further appeal. In no event shall Landlord be liable for any special or consequential damages for any breach of the foregoing representation and warranty, nor shall such breach entitle Tenant to any rent abatement or the right to terminate the Lease. Landlord may, to the extent any such costs are not covered by any contractor's, manufacturer's or other third-party warranty, include in Operating Expenses the cost of any repairs required in order to fulfill its obligations under this Section 8(b).

Condition of Premises. Except as otherwise expressly set forth herein, Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Unit, the Project or the ProjectCondominium, or with respect to the suitability of the Premises, the Building Building, the Unit, the Project or the Project Condominium for the conduct of Tenant’s business. Tenant acknowledges that (a) (i) it is fully familiar with the condition of the Premises A and agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (ii) subject to the completion of the Tenant Improvements in Premises B, it is fully familiar with the condition of Premises B and agrees to take the same in its condition “as is” as of the Delivery Date (b) other than the Tenant Improvements, Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Additional TI Allowance if properly requested by Tenant pursuant to the terms of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)Lease. Tenant’s taking of possession of Premises A on the Execution Date, and Premises B on the Delivery Date shall, except subject to Substantial Completion of the Tenant Improvements, or as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building Unit, the Building, the Condominium and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Subject to Landlord’s obligations to “build out” the Premises, Tenant acknowledges that neither Landlord nor has inspected the Premises, Building, Complex, Systems and Equipment (as defined in Article 24), or has had an opportunity to do so, and agrees to accept the same “as is” without any agent agreements, representations, understandings or obligations on the part of Landlord has made to perform any representation alterations, repairs or warranty with respect to improvements and no representations respecting the condition of the Premises, the Building Building, Complex or the Project, Systems and Equipment have been made to Tenant by or with respect to the suitability on behalf of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the PremisesLandlord, except with respect to payment of as expressly provided herein or in any Workletter attached hereto as Exhibit B and signed by the TI Allowance and the Furniture Allowanceparties. Notwithstanding the foregoing, Landlord represents that (i) the Building and Complex are currently in compliance, in all material respects, with applicable Law, including The Americans With Disabilities Act, and Tenant shall deliver possession not be responsible for any expense incurred to bring the Building (including the Premises) or Complex into compliance with applicable Law as of the Commencement Date; (ii) the Premises will be “built out” by Landlord in accordance with the Plans (as defined in the Workletter), and the improvements depicted in the Plans will comply with applicable Law; (iii) the mechanical systems, the roof and the structure of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) shall be delivered in good working order (“and condition and Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to Work shall be completed in writing by Landlord accordance with applicable Law; and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other eventall new common area corridors, circumstance or other factor arising or occurring restrooms and Building lobby will have been completed in accordance with applicable Law. Landlord shall be responsible for the completion of punch list items as described in the Workletter and latent defects in Landlord’s Work reported to Landlord within one (1) year after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Prior to the Term Commencement Date, Landlord shall cause the following conditions (the “Term Commencement Date Conditions”) to be fulfilled: (i) the base building HVAC system shall have been commissioned and Landlord shall have made available to Tenant evidence of decommissioning by the previous tenant that is consistent with Landlord’s decommissioning documentation requirements set forth on Exhibit E, and Landlord shall also provide a sign-off on the decommissioning by a qualified industrial hygienist who is selected by Landlord and reasonably satisfactory to Tenant (collectively, the “Decommissioning Documentation”); (ii) the Premises shall be vacant and (iii) the Premises shall be free of trash, debris, and personal property, including trade fixtures. Tenant acknowledges that that, except as otherwise expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, Property or with respect to the suitability of the Premises, the Building or the Project Property for the conduct of Tenant’s business. Tenant acknowledges that (a) it Tenant is fully familiar with the condition of the Premises and, subject to delivery of the Premises to Tenant in the Delivery Condition and except as expressly provided otherwise in this Section 5, Tenant agrees to take the same in its condition “as is” as of the Execution Term Commencement Date, and (b) except as expressly provided in this Section 5, Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or and (c) except as otherwise provided in this Section 5, Landlord shall have no obligation to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project Property were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing in the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary delivery condition described in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofSection 5.

Condition of Premises. Tenant acknowledges LESSEE(S) HAS EXAMINED THE PREMISES, AND IS SATISFIED with the physical condition, and Lessee(s)’ taking possession of premises shall be conclusive evidence of receipt of them in good order and repair, EXCEPT as specified in the MO VE-IN CONDITIO N CHECKLIST when attached hereto and made a part of this agreement; Less ee(s ) agr ees it is Less ee(s)’ responsibility to make a written record of premises’ condition within 2 weeks of taking possession of premises; and that neither Landlord nor any agent of Landlord has made any no representation or warranty with respect as to the condition of the Premisespremises has been made except in this written lease & addenda, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees that no promise to take the same in its condition “as is” as of the Execution Datedecorate, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare improve the Premises for Tenant’s occupancy premises, or guarantee any refund of any portion of security or other deposits has been made except as written in this lease. LESSOR IS NOT LIABLE FOR QUALITY OF AIR, WATER, OR ANY OTHER CONDITIONS OVER WHICH LESSOR HAS NO CONTROL. LESSOR WILL PROVIDE LESSEE(S) a dwelling unit that is cleaned to pay for or construct any improvements to the Premisesa reasonable standard (see Section D “Cleaning Standards” herein), except with respect to payment of the TI Allowance and the Furniture Allowancefollowing personal property for Lessee’s use during term of this lease: Refrigerator[ ] Cookstove[X] Dishwasher[ ] Garbage Disposal[ ] Microwave oven[ ] Ceiling Fan(s)[ ] WasherDryer[ ] Hookups for washer/dryer[ ] On-Site Coin-operated Laundry[ ] Carpets[ ] Smoke detectors [ X ] Water heater [ X] Parking [X] Window coverings [X] AC/Heating PEST CONTROL: LESSOR/OWNER SHALL NOT PAY FOR ANY PEST CONTROL SERVICES EXCEPT WHEN LESSOR/OWNER ARE LAWFULLY BOUND. Notwithstanding the foregoingIf it is professionally determined that Lessee(s) is liable for pest infestation (including but not limited to, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heatingroaches, ventilating and air conditioning system and the existing base building electricalfleas, lighting and plumbing systemsbedbugs, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”etc.), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that Lessee(s) is liable for any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofprofessional pest control service fees.

Condition of Premises. Tenant acknowledges that neither Landlord nor 7.1 EXCEPT FOR THE IMPROVEMENT ALLOWANCE AS DEFINED IN SECTION 10.5, OTHER SPECIFIC REQUIREMENTS OF THIS LEASE, AND SECTIONS 7.2-7.4 BELOW, LANDLORD SHALL NOT BE RESPONSIBLE FOR MAKING ANY IMPROVEMENTS OR CONTRIBUTING ANY ALLOWANCES TOWARDS THE PREMISES. LANDLORD MAKES NO REPRESENTATION OR WARRANTY THAT THE PREMISES ARE FIT OR ZONED FOR THE PERMITTED USE AND TENANT SHALL ACCEPT THE PREMISES UPON THE LEASE COMMENCEMENT DATE IN ITS “AS-IS” CONDITION. 7.2 Notwithstanding any agent of Landlord has made any representation or warranty with respect terms and conditions set forth herein to the condition of the Premisescontrary, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Lease Commencement Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with all of the existing base building heating, ventilating Building systems that serve more than just the Premises in good working order and air conditioning system and not in violation of applicable laws including but not limited to the existing base building electrical, lighting plumbing, HVAC, and plumbing systems, in each case serving the Premises life safety systems (collectively, the “Existing Base Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession . 7.3 As of the Premises shallEffective Date, except as otherwise agreed Landlord, to in writing by Landlord and Tenantthe best of its actual knowledge, conclusively establish without due inquiry, hereby acknowledges that the Premises, it has not received any notice that the Building and Premises are in violation of any applicable laws or building codes, including without limitation, the Project were Americans with Disabilities Act. Landlord shall ensure that the Building and Premises are not in violation of any applicable laws as of Effective Date and shall be responsible for any costs or work required to cure the same as of the Effective Date. 7.4 Landlord at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole cost and exclusive remedyexpense shall provide two (2) additional skylights and retrofit (but not relocate) existing skylights within the Premises for a total of four (4) skylights, deliver notice of such failure subject to a mutually agreed upon design. Tenant shall have the right to add additional skylights at its sole cost and expense, subject to Landlord detailing the nature approval of such failure (a “Shortfall Notice”); providedsize and location. Additionally, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In in the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, requires Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain deliveries not come through the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this LeaseBuilding common areas, Landlord shall not have any obligations or liabilities in connection with (y) install a Delivery Shortfall except paved walkway from the rear entry way to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before existing paved walkway accessing the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, street for Tenant’s contractors or subcontractorsdeliveries, or any subject to the Town of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofNeedham approvals.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent 5.1 As-Is, Where-Is, With All Faults Condition. By reason of Landlord has made any representation or warranty with respect the operation of the forerunner of the Lessee Business on the Leased Premises prior to the Effective Date, Lessee is fully familiar with all physical and environmental conditions affecting the Leased Premises, Improvements and Equipment, as well as the Shared Facilities and Common Areas. The Leased Premises, as well as the Shared Facilities and Common Areas, shall be delivered, or made available by Lessor, and accepted by Lessee on the Effective Date in an “AS-IS, WHERE-IS, WITH ALL FAULTS” condition subject to Lessor’s express obligations hereunder, and the taking of possession of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s businessLeased Premises by Lessee shall be conclusive evidence thereof. Tenant Lessee acknowledges and agrees that (a) it is fully familiar with has inspected and accepts the condition of the Premises Leased Premises, Shared Facilities and agrees to take the same Common Areas in its condition an “as isAS-IS, WHERE-IS, WITH ALL FAULTS” as of the Execution Datecondition, and (b) Landlord shall except as expressly provided herein, Lessor has made no warranty, representation, promise, covenant, or agreement, expressed or implied, under current and Applicable Laws, with respect to Environmental Conditions or any other physical conditions at the Property or the Leased Premises or the merchantability or fitness for any particular purpose of the Leased Premises, the Improvements or the Equipment, (c) except as expressly provided herein, no representations as to the state of repair of the Leased Premises, Shared Facilities and Common Areas nor have no obligation any promises to alter, repair remodel or otherwise prepare improve the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Leased Premises, except with respect to payment of the TI Allowance Shared Facilities or Common Areas, been made by Lessor, and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (md) in broom clean condition and (n) with the existing base building heatingno event shall Lessor have any obligation for any defects, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systemspatent or latent, in each case serving the Leased Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shallor any Shared Facilities or Common Areas or any limitation on their use, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; expressly provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofherein.

Condition of Premises. Tenant acknowledges (a) Sublessor's Removal of Personal Property. Sublessor agrees that neither Landlord nor any agent of Landlord has made any representation or warranty with respect prior to the condition Commencement Date (and thereafter prior to the date on which Sublessee is entitled to occupy any portion of the Premises), the Building or the ProjectSublessor shall remove, or with respect cause to be removed, from the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition portion of the Premises and agrees to take be occupied by Sublessee all of Sublessor's personal property, except those items described on Schedule I attached hereto (the same in "FF&E") to be leased from Sublessor by Sublessee pursuant to a Personal Property Lease Agreement of even date herewith (the "FF&E Lease"). Except for the FF&E, Sublessor shall remove, or cause to be removed, all of its condition “as is” as of personal property from the Execution DatePremises no later than January 1, and 2004. (b) Landlord As is" Condition of Premises. Except as otherwise provided in this Section 3 and in Section 13, Sublessee shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver accept possession of the Premises in its present "as is" condition, "broom clean", without representation or warranty as to Tenant its condition or suitability for Sublessee's intended use, and with no obligation on the part of Sublessor to make any alterations or modifications to the Premises or any area outside the Premises for the benefit of Sublessee. Without limiting the generality of the foregoing, except as provided in this Section 3, Sublessor makes no representation or warranty, express or implied, as to the fitness, suitability or operating condition of any aspect or item of the FF&E. (mc) in broom clean condition and (n) with Slab Water Intrusion. Sublessor has disclosed to Sublessee that there may be some evidence of water vapor penetration through the existing base building heating, ventilating and air conditioning system and concrete slab on the existing base building electrical, lighting and plumbing systems, in each case serving ground floor of the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”"Slab Water Intrusion"). Tenant’s taking of possession The repair and remediation of the Premises shall, except as otherwise agreed to Slab Water Intrusion shall be undertaken in writing by accordance with the provisions of the written consent of Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time described in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”Section 4(a), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary contained in the Lease or this LeaseSublease, Landlord Sublessee shall not have no responsibility for the repair or remediation of any obligations such Slab Water Intrusion or liabilities in connection with (y) a Delivery Shortfall any loss or expense relating thereto, except to the extent specifically provided under such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation written consent of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Landlord. Nothing herein shall be deemed an admission by Sublessor of any liability or responsibility by Sublessor for any condition with regard to the Slab Redacted Water Intrusion as against Landlord and Sublessor specifically reserves all rights and remedies it may have occurred against Landlord with respect to the Slab Water Intrusion. In the event that the condition or the repair of the Slab Water Intrusion renders any portion of the Premises untenantable (other than if such condition or repair results from Sublessee's breach of its express obligations under such written consent of Landlord), the Base Rent and Additional Rent payable hereunder shall be equitably abated in proportion to the portion of the Premises so rendered untenantable as reasonably determined by Sublessee until such time as such portion of the Premises becomes tenantable; provided, however, that if Sublessor does not agree with Sublessee's determination, and the parties cannot agree, despite their diligent, good faith efforts, as to such untenantable portion within fourteen (14) days thereafter, then either party may, upon written notice to the other, request that an appointment of an arbitrator be made by any judge sitting for a result thereofstate or Federal court of competent jurisdiction in San Francisco, California, and such arbitrator shall determine such untenantable portion, which such determination shall be binding on the parties. The fees of such arbitrator shall be borne equally by the parties.

Condition of Premises. Except as otherwise provided herein to the contrary (including without limitation Landlord’s ongoing repair and maintenance obligations), Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” and “without any representations or warranties,” and Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s purposes, and except for matters or conditions that could not reasonably be detected by a reasonably careful inspection, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, Premises or the Building or the Project for the conduct of Tenant’s business. business and Tenant acknowledges expressly represents and warrants that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees to take the same Building in its condition decision to enter into this Lease and let the Premises in an “As Is” condition. The Premises shall be initially improved by Tenant as is” as of the Execution Dateprovided in, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelysubject to, the terms and conditions of Exhibit B attached hereto and made a part hereof. The Tenant Improvements (as defined in Exhibit B), together with any subsequent Alterations during the Term of this Lease, may be collectively referred to herein as the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s Premises Improvements.” The taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, Premises and the Building and the Project were at such time in goodsatisfactory condition. Landlord reserves the right from time to time, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; but subject to payment by and/or reimbursement from Tenant as otherwise provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) herein: (i) to install, use, maintain, repair, replace and relocate for service to the misusePremises and/or other parts of the Building pipes, misconductducts, damageconduits, destructionwires, negligence and/or any other action appurtenant fixtures, and mechanical systems, wherever located in the Premises or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or inviteesthe Building, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Building Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise and (iii) to comply with any modifications, Alterations Law with respect thereto or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced regulation thereof not currently in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfalleffect. Notwithstanding anything to the contrary in this Lease, Landlord shall not have attempt to perform any obligations or liabilities such work with the least inconvenience to Tenant as possible, but, except as otherwise expressly provided herein, so long as the activities by Landlord set forth in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, and (ii) do not unreasonably interfere with Tenant’s failure operations in the Premises, Tenant shall not be permitted to properly repair withhold or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance reduce Rent or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Tenant acknowledges that that, except as set forth in this Section, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession performance of the Premises to Tenant Landlord Improvements (m) as defined in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”Work Letter). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, and without limiting the obligations of Landlord described in Article 18, and subject to the remaining provisions of this Section, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided thatrepair. Notwithstanding the foregoing, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s its sole cost and expense and in accordance with Exhibit B, construct and deliver the following improvements consistent with improvements to other multi-tenant buildings in the Project, to the Building Common Area, in order to support multi-tenanting the Building: (m) a common lobby on the first (1st) floor of the Building, (n) lobby and suite directional signage, (o) utility meters for the Building Common Area and (p) a service elevator. As of the Term Commencement Date, (y) the Building Common Area shall be compliance with all Applicable Laws, including the ADA, and (z) all base Building systems set forth on Exhibit L attached hereto shall be in good working order and condition. In addition, Landlord shall, at its sole cost and expense (and not as an Operating Expense), promptly remedy perform the Delivery Shortfall. Notwithstanding anything to repairs identified in Exhibit N. In the contrary in this Lease, event any base Building systems set forth on Exhibit L require replacement (as reasonably determined by Landlord shall not have any obligations or liabilities in connection with and for reasons other than those caused by Tenant) during the initial twelve (y12) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure months of the Existing Term, Landlord, at its sole cost and expense (and not as an Operating Expense), shall make such replacements (provided, however, that any ordinary repair and maintenance costs of such base Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall systems shall be deemed to have occurred included as a result thereofan Operating Expense).

Condition of Premises. Tenant acknowledges that Tenant is currently in possession and occupancy of the Premises under the Sublease. Tenant hereby agrees that the Premises shall be taken at the Commencement Date of the Term in "as is" condition. Tenant hereby agrees and warrants that it has inspected and is familiar with the condition of the Premises and the suitability of same for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Project or the suitability of same for Tenant's purposes. Tenant acknowledges that Landlord has no obligation to alter or improve the Premises for Tenant's use or benefit or to make any contribution toward the cost of any tenant improvements desired to be made by Tenant, except that Landlord shall be obligated to make the Allowance (as defined in Article 8.2 below) available to Tenant (not earlier than the Commencement Date of the Lease) for Tenant's replacement of the lighting in the Premises as set forth in Article 8.2 below and/or for the construction or installation of an additional office(s) or computer flooring which Tenant may desire to construct or install in the Premises. Tenant's right to construct or install such replacement lighting, additional office(s) and/or computer flooring shall be subject to the provisions of Article 8.2, Article 9.3 and Article 10. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representation representations or warranty with respect to the condition of the Premises, the Building Premises or the Project, Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s 's business. Tenant acknowledges that (a) it is fully familiar with the condition hereby waives and releases its right to make repairs at Landlord's expense pursuant to Sections 1932(1), 1941 and 1942 of the Premises and agrees to take the same Civil Code of California or under any similar law, statute or ordinance now or hereafter in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofeffect.

Condition of Premises. REPAIRS - ------------------------------------------- CLEAN AND SANITARY AND REPAIRS: ------------------------------- Tenant acknowledges that neither Landlord nor shall keep the Premises in good condition, repair and appearance. Tenant shall quit and surrender the Premises at the end of the Term in good condition, reasonable wear and tear excepted, and shall not make any agent alterations, additions or improvements to the Premises without the prior written consent of Landlord has made any representation or warranty with respect as to the condition alterations, additions or improvements and as to the contractor selected by Tenant to undertake same, which consent shall not be unreasonably withheld; provided, however, that in the event Landlord does consent to Tenant's making any alterations, additions or improvements, Landlord reserves the right, up to thirty (30) days prior to the end of the PremisesTerm, the Building or the Projectto demand that Tenant remove said alterations, additions, or with respect improvements or leave same. In the event that Landlord requires the removal of said alterations, additions, or improvements, then Tenant shall restore the Premises to their condition prior to the suitability installation of said, alterations, additions or improvements. All erections, alterations, additions and improvements which are permanent in character which may be made upon the Premises either by Landlord or Tenant, except furniture or movable fixtures, machinery and equipment installed at the expense of Tenant, shall be the property of the PremisesLandlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or sooner termination of this Lease, the Building or the Project for the conduct of without compensation to Tenant’s business, unless Landlord has required their removal as aforesaid. Tenant acknowledges that (a) it is fully familiar with the condition of further agrees to keep the Premises and agrees to take all parts thereof, including, but not limited to, the same in its condition “as is” as of the Execution Dateloading docks, electrical wiring, plumbing and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system equipment, platforms, windows, walkways, exits and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed entrances to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building in a clean and the Project were at such time in good, sanitary and satisfactory condition and repair free from trash, snow, ice, inflammable materials and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofobjectionable matter.

Condition of Premises. Tenant acknowledges that that, except as expressly provided in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Buildings or the Project, or with respect to the suitability of the Premises, the Building Buildings or the Project for the conduct of Tenant’s business; provided however, that all of the Premises shall be provided to Tenant broom clean and free of all tenancies and personal property (other than personal property placed on the Premises by Tenant or at the direction of Tenant). Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and and, except as expressly provided in this Lease, agrees to take the same in its condition “as is” as of the Execution Phase 1 Commencement Date (subject to Landlord’s obligation to complete punch-list items and correct any defects in the Tenant Improvements), the Phase 2 Commencement Date and the Phase 3 Commencement Date, respectively, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment the Tenant Improvements, Base TI Allowance and, if properly requested by Tenant pursuant to the terms of the Lease, the Additional TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”)maintenance obligations under Section 18.1. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building Buildings and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofrepair.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent At the termination of Landlord has made any representation this Lease by lapse of time or warranty with respect to the condition of the Premises, the Building or the Projectotherwise, or with respect to the suitability of the Premises, the Building or the Project for the conduct upon a termination of Tenant’s business. right of possession without terminating this Lease, Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver surrender possession of the Premises to Landlord and deliver all keys to the Premises to Landlord, and shall return the Premises and all equipment and fixtures of Landlord to Landlord in as good condition as when Tenant (m) in broom clean originally took possession, ordinary wear and tear, loss or damage by fire or other insured casualty, and damage resulting from the acts of Landlord or any of its employees and agents excepted, failing which Landlord may restore the Premises and such equipment and fixtures to such condition and (n) with Tenant shall pay the existing base building heatingcost thereof to Landlord on demand. All Alterations, ventilating and air conditioning system and the existing base building electricalwhether temporary or permanent in character, lighting and plumbing systems, made by Landlord or Tenant in each case serving or upon the Premises (collectivelyshall become Land lord’s property, and unless Landlord requests their removal, shall remain upon the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Premises at the termination of this Lease by lapse of time or otherwise or upon a termination of Tenant’s taking of possession of the Premises shall, except as otherwise agreed right to in writing by Landlord and Tenant, conclusively establish that possess the Premises, without compensation to Tenant, excepting, however, Tenant’s movable furniture, equipment and trade fixtures, provided that they may be removed without damage to the Building and Premises or the Project were at Building. If Tenant does not remove such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation property upon the scheduled expiration or within fifteen (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (9015) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) any (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission earlier termination of Tenant, Tenant’s contractors or subcontractorsthis Lease, or any of their respective employees, agents or invitees, (ii) upon the termination of Tenant’s failure right to properly repair or maintain possess the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shallPremises, at Landlord’s expense election: (a) Tenant shall be conclusively presumed to have conveyed the same to Landlord under this Lease as a b▇▇▇ of sale without payment or credit by Landlord, or (b) Tenant shall be conclusively presumed to have forever abandoned such property, and not as an Operating Expense)without accepting title thereto, promptly remedy Landlord may, at Tenant’s expense, remove, store, destroy, discard or otherwise dispose of all or any part thereof without incurring liability to Tenant or to any other person, and Tenant shall pay Landlord upon demand the Delivery Shortfallexpenses incurred in taking such actions. Notwithstanding anything to Tenant’s obligations under this Section 16.1 shall survive the contrary in expiration or earlier termination of the Term of this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Subject to Landlord’s completion of the Landlord’s Improvements in accordance with the Landlord’s Work Letter annexed hereto as EXHIBIT G, Tenant acknowledges hereby agrees that neither Landlord nor the Premises shall be taken “as is”, “with all faults” and “without any agent representations or warranties”, and Tenant hereby agrees and warrants that it has investigated and inspected the condition of Landlord has made the Premises and the suitability of same for Tenant’s purposes, and Tenant does hereby waive and disclaim any representation objection to, cause of action based upon, or warranty with respect to claim that its obligations hereunder should be reduced or limited because of the condition of the Premises, the Building or the ProjectProject or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor employee of Landlord has made any representations or warranty with respect to the Premises, the Building, the Common Areas or the Project or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. business and Tenant acknowledges expressly warrants and represents that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises Premises, the Building, the Common Areas and agrees to take the same Project in its condition “decision to enter into this Lease and let the Premises in the above-described condition. The Premises shall be initially improved as is” provided in, and subject to, the Landlord’s Work Letter attached hereto as EXHIBIT G and made a part hereof. The existing leasehold improvements in the Premises as of the Execution Datedate of this Lease, and together with the Landlord’s Improvements (bas defined in the Landlord’s Work Letter) Landlord shall have no obligation may be collectively referred to alter, repair or otherwise prepare herein as the Premises for Tenant’s occupancy or to pay for or construct any improvements “Improvements.” Subject to the Premises, except completion of punch-list items with respect regard to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises initial Landlord’s Improvements to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelybe constructed by Landlord, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Building, the Common Areas and the Project were at such time in good, sanitary satisfactory condition. Tenant hereby waives subsection 1 of Section 1932 and satisfactory condition Sections 1941 and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice 1942 of such failure to Landlord detailing the nature Civil Code of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, California or any successor provision of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoflaw.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of shall Substantially Complete the Premises and agrees to take the prepare same in its condition “as is” as of the Execution Date, for occupancy by ▇▇▇▇▇▇ and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) accordance with the existing base building heatingPlans, ventilating as set forth in Exhibit “B” attached hereto, and air conditioning system subject only to Tenant Delays and the existing base building electricalForce Majeure events listed herein, lighting and plumbing systemsLandlord agrees to use best efforts to deliver the Premises no later than January 1, 2009, in each case serving accordance with Exhibit ▇-▇ and agrees to use its best efforts to substantially complete the Landlord’s Work in the Server and Electrical Room on or before October 15, 2008. If Landlord is delayed in the performance of this work because of strikes, labor difficulties, inability to obtain materials, fire, governmental regulations, or any other circumstances beyond its control (“Force Majeure”), then such schedule of completion, will be postponed for a period of time equal to the delay thus incurred. In the event the Premises (collectivelyare not delivered to Tenant by January 1, 2009 and such failure is not caused by a Tenant Delay or an event of Force Majeure then Tenant shall have the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession right to be compensated by receiving a rent credit as of the Premises shall, except as otherwise agreed to Rent Commencement Date in writing by Landlord and Tenant, conclusively establish the amount of one thousand five hundred dollars ($1,500.00) for each day that the PremisesPremises is not timely delivered. In the event that the Landlord has failed to deliver the Premises to Tenant in accordance with the terms hereof by April 1, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)2009, then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure remedy (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later other than the date (rent credit described above) elect to terminate this Lease by written notice to Landlord. Except as expressly provided herein, failure on the “Shortfall Notice Deadline”) that is ninety (90) days after part of the Execution Date. In Landlord to provide occupancy as herein described shall not constitute a breach or default on the event that part of the Landlord receives a Shortfall Notice on under this Lease or before give rise to any claims of damage or expenses of any kind against the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused Landlord by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, either direct or consequential. Notwithstanding the foregoing, if Tenant’s contractors or subcontractors, 's personnel shall occupy all or any part of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf for the conduct of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after its business prior to the Term Commencement Date and (s) Landlord agrees that as determined pursuant to the Delivery Shortfall referenced in preceding paragraph, such Shortfall Notice exists, then Landlord date of occupancy shall, at Landlord’s expense (for all intents and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in purposes of this Lease, Landlord be the Term Commencement Date. Notwithstanding the foregoing, Tenant shall be permitted to have up to ten employees on a portion of the Premises for the conduct of its business no later than October 15, 2008, subject to Tenant Delays. Any such early entrance shall be at Tenant’s sole risk, shall not have any obligations or liabilities in connection interfere with (y) a Delivery Shortfall the performance of Landlord’s Work and shall be subject to all of the terms of this Lease except to the extent payment of Rent. Landlord may designate which portion of the Premises shall be made available for these employees, provided such Delivery Shortfall space is identified reasonably sufficient for conduct of Tenant’s business by these employees. Upon such early occupancy by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after until the Term Commencement Date, ▇▇▇▇▇▇ agrees to pay its pro rata share of separately metered utilities to the Premises, which share shall be based on the proportion of the rentable square feet of floor area designated by Landlord for Tenant’s use pursuant to this subsection to the rentable square feet of floor area of the Premises. 3.3.1 EXTENSION PERIOD Tenant shall have the right to extend the Term of the Lease for one (1) five (5) year period (the "Extension Period") at a Base Rent equal to the greater of (i) 95% of Market Rent and (ii) Base Rent then in effect, and otherwise on the same terms and conditions as this Lease, except that there shall be no further rights to extend the Term. Tenant shall exercise the option for the Extension Period by written notice to Landlord not less than twelve (12) months before the expiration of the initial Term. At Landlord's option, ▇▇▇▇▇▇'s exercise of the option shall be effective only if, at the time of the notice and upon the effective date of the Extension Period, there is no continuing Event of Default (beyond applicable notice and cure periods). In addition, if there has been any assignment or subletting of this Lease (other than a Permitted Transfer) by Tenant prior to Tenant's exercise of the Extension Period, the amount of excess rent payable to Landlord by Tenant pursuant to Section 7.1 shall increase from seventy-five percent to one hundred percent for the Extension Period. Landlord shall notify Tenant of the Landlord’s determination of Market Rent within fifteen (15) business days of Landlord's receipt of Tenant’s notice exercising the option for the Extension Period. Tenant shall have the right to withdraw its exercise of the option for the Extension Period or to contest Landlord's determination of Market Rent, by written notice to Landlord within fifteen (15) business days after the Landlord’s notice to Tenant. Failure of Tenant to give notice within such case, no Delivery Shortfall fifteen (15) business day period (time being of the essence) shall be deemed a waiver by Tenant of its right to have occurred as a result thereofcontest Landlord’s determination of Market Rent for the Extension Period or its right to withdraw its exercise of the option for the Extension Period.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises Except as provided in Paragraph 14d and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoingthis Paragraph 18, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean the condition set forth in Section 6.01 of the Master Lease. Subtenant acknowledges and (n) with agrees that the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case HVAC System serving the Premises (collectivelyis not adequate to serve the needs of Subtenant, as such needs of Subtenant have been communicated to both Landlord and Tenant. However, Landlord shall make certain that, prior to the completion of the Subtenant Improvements, the “Existing Building Systems”existing HVAC System is serviced such that the HVAC System is in operational condition, but subject to the provisions below. In no event shall Landlord be required to perform any additional work to the HVAC System, other than as set forth above, or to maintain, upgrade, enhance or improve such HVAC System. Subtenant acknowledges and agrees that (i) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession Subtenant is subleasing the Premises and Parking Area based solely upon its inspections and investigations of the Premises shalland Parking Area, and that Subtenant is subleasing the Premises and Parking Area "AS IS" and "WITH ALL FAULTS," based upon the condition of the Premises and Parking Area as of the date of this Agreement, ordinary wear and tear and loss by fire or other casualty or condemnation excepted, and (ii) neither Landlord nor Tenant make any warranty or representation to Subtenant, express or implied, or arising by operation of law, including, but not limited to, any warranty of condition, habitability, merchantability or fitness for a particular purpose, in respect of the Premises and Parking Area, including the HVAC System. Without limiting the foregoing, Subtenant acknowledges that, except as may otherwise agreed be specifically set forth elsewhere in this Agreement or the Master Lease, neither Landlord nor Tenant have made any representations or warranties of any kind upon which Subtenant is relying as to in writing by Landlord any matters concerning the Premises and TenantParking Area, conclusively establish that the Premisesincluding, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was but not caused by (or did not arise from) .limited to: (i) the misuseexistence or non-existence of any pollutant, misconduct, damage, destruction, negligence toxic waste and/or any other action hazardous materials or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, substances; (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, utilities serving Premises; (iii) any modificationsthe suitability of the Premises and Parking Area, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) HVAC System, for any and all activities and uses which Subtenant may elect to conduct thereon; or (iv) the compliance of the Premises and Parking Area, including the HVAC System, with any other eventzoning, circumstance environmental, building or other factor arising laws, rules or occurring after regulations affecting the Term Commencement Date Premises and (s) Parking Area. Neither Landlord agrees nor Tenant make any representation or warranty to Subtenant that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy Premises or Parking Area complies with the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection Americans with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, Disabilities Act or any of their respective employees, agents fire or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofbuilding code.

Condition of Premises. (a) Tenant has accepted the Original Premises and hereby acknowledges that they are suitable for Tenant’s intended use and in good operating order, condition and repair. Except as otherwise expressly set forth in the Lease, Tenant expressly acknowledges and agrees that neither Landlord nor any agent of Landlord Landlord’s agents, representatives or employees has made any representation or warranty with respect representations as to the suitability, fitness or condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project Original Premises for the conduct of Tenant’s businessbusiness or for any other purpose, including, without limitation, any storage incidental thereto. (b) Tenant agrees to accept the Expansion Premises on the Expansion Premises Commencement Date as then being suitable for Tenant’s intended use and in good operating order, condition and repair in its then existing “AS IS” condition. By taking possession of the Expansion Premises, Tenant shall be deemed to have accepted the Expansion Premises in good condition and repair. Tenant expressly acknowledges and agrees that (a) it is fully familiar with neither Landlord nor any of Landlord’s agents, representatives or employees has made any representations as to the suitability, fitness or condition of the Expansion Premises and agrees for the conduct of Tenant’s business or for any other purpose, including, without limitation, any storage incidental thereto. Notwithstanding the foregoing or anything else to take the same contrary in its condition “as is” this Amendment or in the Lease, Landlord warrants to Tenant that as of the Execution DateExpansion Premises Commencement Date the Expansion Premises (including, and without limitation, the building systems (b) Landlord shall have no obligation to alteri.e., repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating ventilation and air conditioning system conditioning, plumbing, mechanical, electrical and the existing base building electrical, lighting and plumbing systems, in each case life safety) serving the Premises Expansion Premises) shall be (collectively, the “Existing Building Systems”i) in good working order and condition and (ii) in compliance with the requirements of the Americans with Disabilities Act (“ADA”) (codified at 42 U.S.C. §§ 12101, et seq.) and all other applicable Laws. If there is non-compliance with such warranty, Landlord shall, as Landlord’s Delivery Obligation”)sole obligation with respect to such matter promptly after receipt of written notice from Tenant setting forth with specificity the nature and extent of such non-compliance rectify the same at Landlord’s expense. Tenant’s taking of possession of The warranty period shall be 6 months. If Tenant does not give Landlord the Premises shallrequired notice within such 6 month period, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building shall have no warranty obligation under this Section 5(b) and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice correction of such failure to Landlord detailing shall be made in accordance with the nature other terms of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything in this Section 5(b) to the contrary in this Leasecontrary, Landlord Tenant shall not have any obligations be responsible for compliance with ADA and all other applicable Laws if the application of ADA or liabilities in connection with such other applicable Laws arises from (yA) the specific manner and nature of Tenant’s use or occupancy of the Expansion Premises, as distinct from general office use, (B) alterations made by Tenant or (C) a Delivery Shortfall except to the extent such Delivery Shortfall is identified breach by Tenant in a Shortfall Notice delivered to Landlord on of any provisions of this Amendment or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereof.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition fully demised and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) roof membrane in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and with all Building systems, including, but not limited to, HVAC, life safety, electrical, and plumbing, in good working condition. Landlord warrants that Landlord’s Delivery Obligation was satisfied; provided thatsuch Building systems shall be in good working condition for a period of one hundred twenty (120) days following the Commencement Date, if and Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”)shall promptly repair such systems, then Tenant may, as at its sole costs and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy as necessary to fulfill such warranty; provided, however, that if any such repairs are required as a result of the Delivery Shortfallnegligence or willful misconduct of Tenant, its agents, employees, or contractors or as a result of the construction or installation of the Tenant Improvements, such repairs shall be made by Tenant at Tenant’s sole expense. Notwithstanding anything Tenant acknowledges that neither Landlord nor its Agents have agreed to undertake any Alterations or construct any improvements to the contrary Premises except as expressly provide in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except . Any Tenant Improvements to the extent such Delivery Shortfall is identified Premises shall be constructed by Tenant in a Shortfall Notice delivered accordance with the Work Letter Agreement attached hereto as EXHIBIT C. Tenant shall be permitted to Landlord on or before use, during the Shortfall Notice Deadline Term of this Lease and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under at no additional charge for the immediately preceding sentence and/or (z) any failure of use thereof, the Existing Building Systems to be furniture, trade fixtures and equipment in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Leaseof the date that possession of the Premises is delivered to Tenant, including not less than 86 Techion cubicles and the conference table in the large conference room on the second floor of the Premises (iii) collectively, the “FF&E”); provided, however, that the FF&E shall remain the property of Landlord and shall not be removed from the Premises at any modificationstime, Alterations except that Tenant may remove an dispose of any FF&E that becomes obsolete, worn out, or improvements constructed by unusable, or on behalf is demolished as part of Tenant (including the construction of the Tenant Improvements) . Landlord shall deliver the FF&E to Tenant and Tenant shall accept the FF&E, in its present condition, “AS IS,” without any representation or (iv) warranty as to the condition thereof or its fitness for any other eventparticular purpose. Tenant shall surrender the FF&E to Landlord at the expiration or sooner termination of this Lease in the same condition existing as of the date that possession of the Premises was delivered to Tenant, circumstance or other factor arising or occurring after the Term Commencement Date, ordinary wear and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereoftear excepted.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) and Tenant agrees to accept the Premises in broom clean “as is” condition and (n) with as of the existing base building heatingCommencement Date, ventilating and air conditioning system except as hereinafter provided. Tenant acknowledges that it has inspected the Premises and the existing base building electricalcommon areas and facilities of the Property and has found the condition of both satisfactory and is not relying on any representations of Landlord or Landlord’s agents or employees as to such condition, lighting and plumbing systemsLandlord shall have no obligation with respect thereto except as may be expressly set forth in this Lease. Landlord has caused its architect, in each case serving ▇▇▇▇▇▇▇ ▇▇▇▇ Associates, to prepare the Premises construction drawings and specifications dated October 16, 2012 and attached hereto as Exhibit A-1 (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery ObligationPlans”)) for certain initial improvements to the Premises, which are based on the space plan (the “Space Plan”) dated September 28, 2012 and attached hereto as Exhibit A-2, Landlord’s Plans shall be delivered to Tenant for its approval, which approval shall be given unless Landlord’s Plans are inconsistent, in any material respect, with the Space Plan or there are other errors or omissions in Landlord’s Plans. Tenant shall have five (5) business days (i.e., days that are not legal holidays or weekend days) to review Landlord’s Plans and to notify Landlord in writing of any such inconsistencies or other errors or omissions. If Tenant fails to give Landlord such notice within said period, Landlord’s Plans shall be deemed approved. In the event Tenant notifies Landlord of any such inconsistencies or other errors or omissions, Landlord shall make any necessary corrections to Landlord’s Plans and shall resubmit Landlord’s Plans to Tenant for Tenant’s taking approval (in which case Tenant shall have two (2) business days to review the corrected Landlord’s Plans and to notify Landlord of possession any errors or omissions, and if Tenant fails to so notify Landlord, such resubmission shall be deemed approved) and this process shall continue until final Landlord’s Plans are approved by Landlord and Tenant. Upon final approval of the Premises shall, except as otherwise agreed to in writing Landlord’s Plans by Landlord and Tenant, conclusively establish Landlord shall exercise all reasonable efforts to substantially complete the work specified therein (collectively “Landlord’s Work”) by March 1, 2013, but Tenant shall have no claim against Landlord for failure so to complete Landlord’s Work by any particular date. Landlord’s Work shall be performed in a good and workmanlike manner, in compliance with all applicable laws and codes and, except as may be otherwise specified in Landlord’s Plans, using materials and installations meeting Landlord’s minimum standards for the Building. Tenant agrees that Landlord may make any changes in Landlord’s Work from that shown on Landlord’s Plans, the necessity or desirability of which becomes apparent following approval Landlord’s Plans by Landlord and Tenant, upon prior written notice to Tenant for nonsubstantial changes and with the approval of Tenant (which approval shall not be unreasonably withheld, conditioned or delayed) for substantial changes (i.e., any material changes in the quality and/or location of the improvements). When in Landlord’s reasonable judgment, Landlord’s Work has proceeded to such point where Tenant may install its cabling, furniture, fixtures and equipment in the Premises without interfering with the performance of Landlord’s Work (but not later than one (1) week prior to the projected Substantial Completion Date) (and provided Landlord shall have received a copy of each of Tenant’s insurance certificates pursuant to Section 9 hereof), Landlord shall so notify Tenant and from and after such date of notification Tenant and its contractors shall have access to the Premises for the purposes of installing the same in preparation for Tenant’s occupancy of the Premises. In connection with such access, Tenant agrees (i) to cease promptly upon notice from Landlord any activity or work which has not been approved by Landlord (where such approval is required) or is not in compliance with the provisions of this Lease or which shall interfere with or delay the performance of Landlord’s Work, and (ii) to comply and cause its contractors to comply promptly with all reasonable procedures and regulations prescribed by Landlord from time to time for coordinating work being performed by Landlord and work being performed by Tenant, each with the other and with any other activity or work in the Building, including, without limitation, the Building use of labor which shall work in harmony with all other contractors performing work at the Building. Such access by Tenant shall be deemed to be subject to all of the applicable provisions of this Lease, except that (i) there shall be no obligation on the part of Tenant solely because of such access to pay any Annual Fixed Rent or any Additional Rent for Taxes or Operating Costs (as hereinafter defined) for any period prior to the Commencement Date, and (ii) Tenant shall not be deemed thereby to have taken or accepted possession of the Project were at such time in goodPremises or any portion thereof. If Tenant fails or refuses to comply or cause its contractors to comply with any of the obligations described or referred to above, sanitary and satisfactory condition and repair and that then immediately upon notice to Tenant, Landlord may revoke Tenant’s rights of access to the Premises until the Commencement Date. Landlord shall pay the entire cost of Landlord’s Delivery Obligation was satisfied; provided thatWork in excess of Tenant’s Contribution, if Landlord fails to satisfy hereinafter defined (such cost of Landlord’s Delivery Obligation (a Work in excess of Tenant’s Contribution being referred to as “Delivery ShortfallLandlord’s Contribution”), then and Tenant mayshall not be liable therefor, as its sole and exclusive remedy, deliver notice except that Tenant shall pay upon demand therefor any increase in the cost of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) Landlord’s Work that is ninety attributable to a Tenant Delay (90hereinafter defined) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action act or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective its employees, agents or inviteescontractors, (ii) Tenantincluding, without limitation, changes made in Landlord’s failure to properly repair or maintain Work at the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf request of Tenant (including which changes must first be approved by Landlord at its sole discretion). Tenant shall contribute $34,155.00 (“Tenant’s Contribution”) to be applied against the Tenant Improvementscost of Landlord’s Work, and commencing on the first (1st) or day of the eighth (iv8th) any other event, circumstance or other factor arising or occurring after full calendar month following the Term Commencement Date and thereafter on the first day of each month through the remainder of the Original Term (ssuch period being the “Amortization Period”), Tenant shall pay to Landlord, as Additional Rent, $605.47 per month; such amount being equal to the level monthly payments of principal and interest, payable monthly, in advance, necessary to pay Tenant’s Contribution, together with interest thereon at a rate of eight percent (8%) Landlord agrees that per annum, over the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Amortization Period. Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall Work shall be deemed to be substantially completed and the “Substantial Completion Date” shall occur as of the first day as of which (i) Landlord’s Work is completed except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without causing undue interference with Tenant’s use of the Premises (i.e., so-called “punch list” items), and (ii) if required by law, a certificate of occupancy (which may be temporary or conditional so long as Landlord diligently endeavors to obtain a final certificate) permitting occupation and use of the Premises by Tenant has been issued by the applicable governmental authority. Landlord shall use reasonable efforts to complete all “punch list” items within thirty (30) days following the Substantial Completion Date, and Tenant shall afford Landlord access to the Premises for such purposes. If any act or omission of Tenant or its agents or contractors, whether occurring before or after the commencement of Landlord’s Work (including any unreasonable delay in approving any changes in Landlord’s Work as provided in the third paragraph of this Section 3), shall cause a delay of the substantial completion of Landlord’s Work (a “Tenant Delay”) thereby delaying the Commencement Date, Tenant shall, upon invoice, pay to Landlord, as Additional Rent in addition to the amounts payable by Tenant during the Term, the amount of Annual Fixed Rent, Additional Rent on account of Taxes and Operating Costs and other charges that would have occurred been payable hereunder as a result thereofif the Commencement Date occurred, and the obligation to pay the full amount of Annual Fixed Rent, Additional Rent and other charges (without abatement) had commenced, immediately prior to such Tenant Delay.

Condition of Premises. Prior to the Commencement Date and in accordance with the Work Letter Agreement attached hereto as EXHIBIT "C", Landlord and Tenant will jointly conduct a walk-through inspection of the Premises and will jointly prepare a punch-list ("Punch-List") of items required to be installed by Landlord under the Work Letter Agreement which require finishing or correction. The Punch-List will not include any items of damage to the Premises caused by Tenant's move-in or early entry, if permitted, which damage will be corrected or repaired by Landlord, at Tenant's expense or, at Landlord's election, by Tenant, at Tenant's expense. Other than the items specified in the Punch-List, by taking possession of the Premises, Tenant will be deemed to have accepted the Premises in its condition on the date of delivery of possession and to have acknowledged that the Tenant Improvements have been installed as required by the Work Letter Agreement and that there are no additional items needing work or repair. Landlord will cause all items in the Punch-List to be repaired or corrected within thirty (30) days following the preparation of the Punch-List or as soon as practicable after the preparation of the Punch-List. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Development or the Project, or any portions thereof with respect to the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. 's business and Tenant further acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Execution Date, and (b) Landlord shall will have no obligation to alter, repair construct or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct complete any improvements to the Premises, except with respect to payment of the TI Allowance and the Furniture Allowance. Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations additional buildings or improvements constructed by or on behalf of Tenant (including within the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofDevelopment.

Condition of Premises. Tenant acknowledges that and agrees that: (a) Tenant has inspected the Project, the Building and the Premises and accepts them in their “AS IS, WHERE IS” condition, subject to Landlord’s explicit delivery, maintenance and repair obligations hereunder, (b) neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building Building, the Parking Areas or any other portion of the Project, Project or with respect to the condition thereof or the suitability of the Premises, the Building or the Project same for the conduct of Tenant’s business. Tenant acknowledges that , (ac) it is fully familiar with except as expressly provided in the condition of the Premises Work Letter Agreement and agrees to take the same in its condition “as is” as of the Execution DateSection 16.2 below, and (b) Landlord shall have no obligation to alter, repair remodel, improve, repair, decorate or otherwise prepare paint the Premises for Tenant’s occupancy or to pay for any part thereof, or construct any improvements to the Premises, except with respect to payment portion of the TI Allowance Building or Project and the Furniture Allowance. Notwithstanding the foregoing(d) except as expressly provided in this Lease, Landlord shall deliver possession of the Premises have no obligation to provide Tenant (m) with any allowance, rent credit or abatement in broom clean condition and (n) connection with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s entering into this Lease. The taking of possession of the Premises shallby Tenant shall conclusively establish that the Project, except as otherwise agreed to the Building and the Premises were at such time in writing good order and clean condition and that Landlord shall have discharged all of its obligations under the Work Letter Agreement, and the execution of this Lease by Landlord and Tenant, Tenant shall conclusively establish that the Premises, the Building Building, the Project and the Project Parking Areas were at such time in goodgood and sanitary order, sanitary and satisfactory condition and repair at such time, except for latent defects and that Landlord’s Delivery Obligation was satisfied; provided thatpunch list items, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing any. Without limiting the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenantforegoing, Tenant’s contractors or subcontractorsexecution of the Memorandum of Terms shall constitute a specific acknowledgment and acceptance of the various start-up inconveniences that may be associated with the use of the Building, or any the Parking Areas and other portions of their respective employeesthe Project, agents or inviteessuch as certain construction obstacles (e.g., (ii) scaffolding), delays in use of freight elevator service, unavailability of certain elevators for Tenant’s failure use, uneven air-conditioning services and other typical conditions incident to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements recently constructed by or on behalf of office buildings. Tenant (including the Tenant Improvementsfor itself and all other claiming through Tenant) or (ivhereby irrevocably waives and releases its right to terminate this Lease under Section 1932(l) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofCalifornia Civil Code.

Condition of Premises. Except as otherwise provided herein to the contrary, (i) Tenant hereby agrees that the Premises shall be taken “as is,” “with all faults,” and “without any representations or warranties,” so long as the Building and the Premises are in Base Building Condition when the Premises is delivered to Tenant, and (ii) Tenant hereby acknowledges and agrees that it has investigated and inspected the condition of the Premises and the suitability of same for Tenant’s Permitted Use, and, except as otherwise provided herein, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises or the Building or the suitability of same for Tenant’s Permitted Use. Tenant acknowledges that that, except as specifically set forth in this Lease, neither Landlord nor any agent nor any employee of Landlord has made any representation or warranty with respect to the condition of the Premises, Premises or the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project either for the conduct of Tenant’s business. Permitted Use, and Tenant acknowledges expressly represents and warrants that (a) it is fully familiar with the condition Tenant has relied solely on its own investigation and inspection of the Premises and agrees the Building in Tenant’s decision to take enter into this Lease and let the same Premises in its condition “as is” as of the Execution Date, and (b) Landlord shall have no obligation condition. The Tenant Improvements to alter, repair or otherwise prepare be constructed in the Premises for Tenant’s occupancy or to pay for or construct any improvements pursuant to the Premisesterms and conditions of Exhibit B attached hereto, except together with respect any subsequent Alterations during the Term of this Lease, may be collectively referred to payment of herein as the TI Allowance and the Furniture Allowance. “Premises Improvements.” Notwithstanding the foregoing, Landlord shall deliver possession of the Premises to Tenant (m) in broom clean condition and (n) with the existing base building heating, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectively, the “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense sole cost and expense, cure all latent defects in the Base Building Condition within thirty (30) days following Landlord’s receipt of written notice of the same, or such longer period as may be reasonably necessary under the circumstances, provided that Landlord commences such cure within said thirty (30) day period and not as an Operating Expense)thereafter diligently and continuously prosecutes such cure to completion. Landlord reserves the right from time to time: (i) to install, promptly remedy the Delivery Shortfall. Notwithstanding anything use, maintain, repair, replace and relocate for service to the contrary Premises (but above the Premises ceiling or behind Premises walls if commercially practicable under the circumstances, and provided that such activity does not reduce the useable space in the Premises [collectively, the “Limitation”]) and/or other parts of the Building, facilities, pipes, ducts, conduits, wires, appurtenant fixtures, and mechanical systems, wherever located in the Premises (subject to the Limitation) or Building, and provided that the foregoing shall be subject to payment and/or reimbursement from Tenant only to the extent otherwise provided in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair alter, close or maintain relocate any facility in the Premises as required by this Lease, or the Building Common Areas or otherwise conduct any of the above activities for the purpose of complying with a general plan for fire/life safety for the Building or otherwise (subject to the Limitation) and (iii) to comply with any modificationsLaw with respect thereto or the regulation thereof not currently in effect. Landlord shall attempt to perform any such work with the least inconvenience to Tenant as possible, Alterations but, except as otherwise expressly provided herein, in no event shall Tenant be permitted to withhold or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance reduce Rent or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred charges due hereunder as a result thereofof same or otherwise make claim against Landlord for interruption or interference with Tenant’s business and/or operations.

Condition of Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it Purchaser is fully familiar with the condition of a sophisticated investor and its valuation of, and decision to purchase, the Premises is based upon its own independent expert evaluations of such facts and agrees materials deemed relevant by Purchaser and its agents. Other than the representations and warranties of Seller specifically set forth herein or in the Closing documents executed and delivered by Seller at the Closing pursuant to take Article VIII hereof, Purchaser has not relied in entering into this Agreement upon any oral or written information from Seller, in any capacity, or any of its employees, affiliates, agents, consultants, advisors or representatives, including any appraisals, projections or evaluations of credit quality prepared by Seller or any of its employees, affiliates, agents, consultants, advisors or representatives. Purchaser further acknowledges that no employee, agent, consultant, advisor or representative of Seller has been authorized to make, and that Purchaser has not relied upon, any statements or representations other than those specifically contained in this Agreement. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES AND AGREES THAT EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER IS PURCHASING THE PREMISES “AS IS” AND “WHERE IS” “WITH ALL FAULTS” ON THE CLOSING DATE, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SAID CLOSING DOCUMENTS, SELLER IS MAKING NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AND PURCHASER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE PREMISES, INCLUDING ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE BUSINESS OR FINANCIAL CONDITION OF ANY TENANT OF THE PREMISES, (B) THE PHYSICAL CONDITION OF ANY IMPROVEMENT OR ANY OTHER PROPERTY COMPRISING ALL OR A PART OF THE PREMISES, OR ITS FITNESS, MERCHANTABILITY OR SUITABILITY FOR ANY USE OR PURPOSE, (C) THE LEASES, RENTS, INCOME OR EXPENSES OF THE PREMISES, (D) THE COMPLIANCE OR NON-COMPLIANCE WITH ANY LAWS, CODES, ORDINANCES, RULES OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY AND ANY VIOLATIONS THEREOF, (E) THE PRESENCE OF ANY HAZARDOUS OR TOXIC SUBSTANCES, LEAD PAINT OR ASBESTOS AT THE PREMISES, OR (F) THE CURRENT OR FUTURE USE OF THE PREMISES, INCLUDING THE PREMISES’ USE FOR COMMERCIAL, RETAIL, INDUSTRIAL OR OTHER PURPOSES. Seller is not liable or bound in any manner by any verbal or written statements, representations, real estate brokers’ “set-ups”, offering memorandum or information pertaining to the same Premises furnished by any real estate broker, advisor, consultant, agent, employee, representative or other Person. (b) Except as may otherwise be provided in its condition “as is” as this Agreement, in addition to, and not by way of limitation of Section 6.1(a), Purchaser shall be required to accept the Execution DatePremises subject to all (i) violations of law, notes or notices of violations of law or governmental ordinances, orders or requirements noted in or issued by any Governmental Authority, and (bii) Landlord liens which may attach pursuant to any of the foregoing, in each case whether such violations, notes, notices, orders, requirements or liens, or the conditions giving rise thereto, existed or were noted or issued prior to the date of this contract, or now or hereafter exist or come into being. Except as may otherwise be provided in this Agreement, any such violations, notes, notices, orders, requirements or liens shall be deemed Permitted Exceptions and shall be the sole responsibility of Purchaser. Without limiting the generality of the foregoing, Seller shall not be required to remove or comply with any violations, notes, notices, orders, requirements or liens a Tenant is required to remove or comply with pursuant to the terms of its Lease, and such violations, notes, notices, orders, requirements or liens shall not be deemed to be an objection to title. Except as may otherwise be provided in this Agreement, Purchaser shall accept the Premises subject to all such violations, notes, notices, orders, requirements or liens without abatement against the Purchase Price, credit or allowance of any kind or any claim or right of action against Seller for damages or otherwise, and Seller shall have no obligation to alterremove, repair comply with, cure, discharge or otherwise prepare deal with such violations, notes, notices, orders, requirements or liens, or the Premises conditions giving rise thereto. (c) Except for Tenant’s occupancy a breach of a representation and warranty in Section 10.2(f) [Violations] herein, Purchaser expressly waives, releases and discharges Seller, and any entity or person which at any time directly or indirectly controlled or was controlled by Seller, from any and all suits, claims, demands, cause of action, damages (including, but not limited to, consequential damages), losses, costs, and expenses of any kind, whether known or unknown, relating to pay for or construct arising at any improvements to time out of the Premises, except with respect to payment and based on: (1) any Environmental Law including, without limitation, the federal Comprehensive Environmental Response, Compensation and Liability Act, and the federal Resource Conservation and Recovery Act; (2) the Release of any Hazardous Materials; and (3) any environmental conditions whatsoever in, on, above, beneath, at, to, under or in the vicinity of the TI Allowance Premises. As used herein, the term “Environmental Laws” shall mean: all federal, state, and local laws, statutes, ordinances and regulations, now or hereafter in effect, related to the Furniture Allowanceprotection of human health, safety, the environment and natural resources, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Sections 9601, et. Notwithstanding seq.), the foregoingHazardous Material Transportation Act, Landlord shall deliver possession as amended (49 U.S.C. Sections 5102, et. seq.), the Federal Insecticide, Fungicide and Rodenticide Act, as amended (7 U.S.C. Sections 136, et. seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Sections 6901, et. seq.), the Toxic Substance, Control Act, as amended (42 U.S.C. Sections 7401, et seq.), the Clean Air Act, as amended (42 U.S.C. Sections 7401, et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. Section 1251 et. seq.), the Occupational Safety and Health Act, as amended (29 U.S.C. Sections 651, et seq.), the Safe Drinking Water Act, as amended (42 U.S.C. Sections 300f, et seq.), any state or local counterpart or equivalent of any of the Premises to Tenant (m) in broom clean condition foregoing and (n) with the existing base building heatingany Federal, ventilating and air conditioning system and the existing base building electrical, lighting and plumbing systems, in each case serving the Premises (collectivelystate or local transfer of ownership notification or approval statutes. As used herein, the term “Existing Building Systems”) in good working order (“Landlord’s Delivery Obligation”). Tenant’s taking Hazardous Materials” shall mean those substances included within the definitions of possession any one or more of the Premises shall, except terms “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,” and “toxic pollutants,” as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that such terms are defined under the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair and that Landlord’s Delivery Obligation was satisfied; provided that, if Landlord fails to satisfy Landlord’s Delivery Obligation (a “Delivery Shortfall”), then Tenant may, as its sole and exclusive remedy, deliver notice of such failure to Landlord detailing the nature of such failure (a “Shortfall Notice”); provided, further, that any Shortfall Notice must be received by Landlord no later than the date (the “Shortfall Notice Deadline”) that is ninety (90) days after the Execution Date. In the event that Landlord receives a Shortfall Notice on or before the Shortfall Notice Deadline, and provided that, (r) the Delivery Shortfall was not caused by (or did not arise from) (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractorsEnvironmental Laws, or any other substance regulated by an Environmental Law. As used herein, the term “Release” shall mean release, presence, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of their respective employees, agents a Hazardous Material into the indoor or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date and (s) Landlord agrees that the Delivery Shortfall referenced in such Shortfall Notice exists, then Landlord shall, at Landlord’s expense (and not as an Operating Expense), promptly remedy the Delivery Shortfall. Notwithstanding anything to the contrary in this Lease, Landlord shall not have any obligations or liabilities in connection with (y) a Delivery Shortfall except to the extent such Delivery Shortfall is identified by Tenant in a Shortfall Notice delivered to Landlord on or before the Shortfall Notice Deadline and such Delivery Shortfall gives rise to an obligation of Landlord to remedy such Delivery Shortfall under the immediately preceding sentence and/or (z) any failure of the Existing Building Systems to be in good working order arising from or in connection with (i) the misuse, misconduct, damage, destruction, negligence and/or any other action or omission of Tenant, Tenant’s contractors or subcontractors, or any of their respective employees, agents or invitees, (ii) Tenant’s failure to properly repair or maintain the Premises as required by this Lease, (iii) any modifications, Alterations or improvements constructed by or on behalf of Tenant (including the Tenant Improvements) or (iv) any other event, circumstance or other factor arising or occurring after the Term Commencement Date, and in any such case, no Delivery Shortfall shall be deemed to have occurred as a result thereofoutdoor environment.