Common use of Condition of Sublease Premises Clause in Contracts

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Sublease.

Condition of Sublease Premises. By On the Sublease Commencement Date (as hereinafter defined), provided Subtenant is not later than one week prior to in breach of the Commencement Dateprovisions hereof, Sublandlord shall cause deliver the Sublease Premises, less and Subtenant agrees to accept the areas occupied by the existing subtenantsSublease Premises, to be properly decommissioned and in broom-clean conditionits “as is” condition as exists as of such date. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports not be obligated to Subtenant. Within two (2) business days following alter, repair or perform any work or furnish any materials on or about the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of Sublease Premises in order to prepare the Sublease Premises for purposes of confirming that Subtenant’s use or occupancy or otherwise. Notwithstanding anything to the contrary contained herein, but subject to emergencies, force majeure, casualty or circumstances beyond Sublandlord’s control, Sublandlord, at its sole cost and expense, shall use commercially reasonable efforts to substantially complete within 20 weeks after the Sublease Commencement Date the following work: (i) install a firewall to separate the Sublease Premises are in a broom clean condition from the Remaining Premises (and Sublandlord shall correct any failure to be as defined herein); (ii) install handicap parking spaces (in such broom clean conditionnumber and location as reasonably determined by Sublandlord’s architect). Subject ; provided however, that Sublandlord have unfettered access in and to the foregoing requirement, Subtenant accepts the Sublease Premises without restriction in their present conditionorder to perform any work as may be necessary or required in Sublandlord’s determination in connection with such work. All costs and expenses incurred by Sublandlord in connection with such work (other than the actual costs to install the firewall), AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor but including but not limited to, all architect, engineering, contractors and other professionals’ fees and expenses, and any agent of Sublandlord has made any representation as to the condition of the Sublease Premises permits, licenses or their suitability for the conduct of Subtenant’s business. Subtenant approval fees and Sublandlord expressly agree that there are and charges, other professional shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth included in this SubleaseOperating Expenses (as such term is defined herein).

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of Sublessee accepts the Sublease Premises for purposes in its present “as-is” condition, provided, however, Sublessor hereby represents and warrants to Sublessee that (a) the Master Lease is in full force and effect, and neither Sublessor or Master Lessor are in breach or default thereunder; (b) Sublessor is not aware of confirming any encumbrances, liens, agreements, or covenants in effect that would materially or unreasonably limit Sublessee’s rights hereunder; (c) to the actual knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Vice President of Finance of Sublessor, without any duty to investigate, Sublessor is unaware of any impending condemnation plans, proposed assessments or other adverse conditions relating to the Subleased Premises or the Building, and (d) to the actual knowledge of ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, the Vice President of Finance of Sublessor, without any duty to investigate, Sublessor is unaware of any existing violations at the Building of any Hazardous Materials Laws (as defined in the Master Lease). Subject to the foregoing representations and warranties by Sublessor, Sublessee shall be deemed to have agreed by accepting occupancy that the Sublease Premises are in a broom clean good order, condition (and Sublandlord repair. With the exception of the items Sublessor is obligated to maintain pursuant to Section 15 below, Sublessee, at Sublessee’s own expense, shall correct any failure to be in such broom clean condition). Subject to keep the foregoing requirement, Subtenant accepts interior of the Sublease Premises in their present good order, condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor and repair, including all fixtures and equipment installed by Sublessee, ordinary wear and tear and damage caused by casualty or condemnation excepted. a. Sublessee shall not be responsible for maintenance and repair of plumbing, mechanical, windows, doors, HVAC or any agent of Sublandlord has made any representation as items for which Sublessor is responsible pursuant to Section 15 hereof, unless such maintenance and repairs are necessitated due to the condition negligence or willful misconduct of Sublessee. b. In the event Sublessor does not promptly maintain or make repairs pursuant to Section 15 hereof and the failure to perform such maintenance and/or repairs will materially or unreasonablely limit Sublessee’s use of the Sublease Premises Premises, and Sublessor has failed to commence and diligently pursue the maintenance and/or repairs within ten (10) business days after receipt of written notice from Sublessee identifying the necessary maintenance and/or repairs required to be made pursuant to Section 15, Sublesee may arrange for such maintenance or their suitability for repairs and charge Sublessor the conduct actual cost of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and such repairs, which amounts shall be no implied warranties paid to Sublessee within thirty (30) days after delivery of merchantabilityan invoice to Sublessor. In the event such amounts are not time timely paid by Sublessor, habitabilitySublessor shall pay interest on such amounts at the rate of ten percent (10%) per annum from the date such amount was due until such time as the payment is made to Sublessee, fitness for a particular purpose or and Sublessee may deduct such invoiced amounts from Base Rent and any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in amounts due to Sublessor under this Sublease.

Condition of Sublease Premises. By (a) In entering into this Sublease, Subtenant acknowledges that, except as expressly set forth in this Sublease, Subtenant has not later than one week prior relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the physical condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or with respect to any other kind arising out matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and there are no warranties that extend beyond those except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be deemed to have accepted the Sublease Premises in its then “as-is” “where-is” condition, except for Sublandlord’s remediation obligations set forth in Paragraph 3 of this Sublease. (b) Sublandlord represents and warrants that: (i) to the best of its knowledge, as of the Sublease Commencement Date, the Sublease Premises complies with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Premises and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are no material defects in the Sublease Premises which would unreasonably interfere with Subtenant’s use and enjoyment of the Sublease Premises. (c) By taking possession of the Sublease Premises, Subtenant shall conclusively evidence that the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that the Building and the Sublease Premises are in good and satisfactory condition, and that Subtenant waives any defect therein. (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises at least five (5) days prior to the Sublease Commencement Date, unless waived in writing by Subtenant.

Condition of Sublease Premises. By (a) In entering into this Sublease, Subtenant acknowledges that, except as expressly set forth in this Sublease, Subtenant has not later than one week prior relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the physical condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or with respect to any other kind arising out matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and there are no warranties that extend beyond those except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be deemed to have accepted the Sublease Premises in its then “as-is” “where-is” condition. (b) Sublandlord represents and warrants that: (i) to the best of its knowledge, as of the Sublease Commencement Date, the Sublease Premises complies with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Premises and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are no material defects in the Sublease Premises which would unreasonably interfere with Subtenant’s use and enjoyment of the Sublease Premises. (c) By taking possession of the Sublease Premises, Subtenant shall conclusively evidence that the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that the Building and the Sublease Premises are in good and satisfactory condition, and that Subtenant waives any defect therein. (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises at least five (5) days prior to the Sublease Commencement Date, unless waived in writing by Subtenant. (e) Subject to the terms and conditions of this Paragraph 3(e), Sublandlord and its agents, employees and contractors shall be afforded full access to the Sublease Premises during normal business hours for the purpose of removing the Cesium 137 Irradiator (the “Irradiator”) and removing any Hazardous Materials from the Sublease Premises that were caused by the Irradiator. Sublandlord shall remove the Irradiator and such Hazardous Materials by July 31, 2007. Sublandlord shall hold harmless, defend and indemnify Subtenant from all liability, costs (including reasonable attorneys’ fees), damage and claims arising from any bodily injury, property damage or mechanics’ lien claims directly and solely resulting from entry and activities on the Sublease Premises by Sublandlord, its agents, employees and contractors arising from the Irradiator and the existence and removal of Hazardous Materials caused by the Irradiator. Notwithstanding the foregoing, Sublandlord shall not be liable to Subtenant, nor shall Sublandlord have any obligation to hold harmless, defend or indemnify Subtenant from any liability, costs, damage or claims which are related to Subtenant’s gross negligence or willful misconduct.

Condition of Sublease Premises. By not later than one week Subtenant acknowledges that it is subleasing the Sublease Premises “AS IS” and to the best of Sublandlord’s information and belief, the Sublease Premises is in good repair and working order. Subtenant acknowledges that it has had access to the Sublease Premises prior to the Sublease Commencement Date and the opportunity to inspect the Sublease Premises to make its own determination regarding the present condition of the Sublease Premises. Accordingly, Sublandlord’sacknowledgement of condition, as expressly stated in this Article 19, is limited to defects that are known to Sublandlord.. Sublandlord lacks sufficient knowledge to make any representation or warranty about the Building outside of the Sublease Premises and consequently, except as expressly provided in this Article 19, makes no representation or warranty regarding such areas. Sublandlord is not obligated to perform any work of improvement, including repainting, to prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord has provided Subtenant an inventory of the furniture, fixtures and equipment (“FF&E”) in the Sublease Premises. Not later than the date of full execution of this Sublease,, Subtenant will advise Sublandlord in writing which items of FF & E Subtenant would like removed from the Sublease Premises; Sublandlord will remove those items on or before the later of (i) the Sublease Commencement Date; or (ii) ten (10) business days of receipt of Subtenant’s request for removal of FF&E. Sublandlord will lease the remaining FF&E items on such inventory to Subtenant for one dollar ($1.00) per year Subtenant shall be solely responsible for upkeep, maintenance, repair and insuring all FF&E remaining in the Sublease Premises. Subtenant will promptly notify Sublandlord of any items of FF&E that are damaged and cannot be repaired and reimburse Sublandlord for such items. No FF&E may be removed from the Sublease Premises (other than for repair or maintenance) without Sublandlord’s prior written consent. In the event that Subtenant does not exercise the early termination option and is not in Default under the Master Lease or Sublease as of December 1, 2019, Sublandlord will sell Subtenant all FF&E for the sum of an additional dollar ($1.00). If Subtenant elects not to purchase the FF&E, Sublandlord shall cause remove all FF&E on the Sublease PremisesExpiration Date and repair all damage to the Premises caused by such removal. All FF&E is leased (and if sold, less will be sold) to Subtenant “AS IS and WITH ALL FAULTS” with no warranties other than any manufacturers warranties, as may be in effect. Subtenant represents and warrants that they will continue existing and replacement service agreements for FF&E remaining in the areas occupied Sublease Premises throughout the Sublease Term and will assume the applicable monthly service and maintenance charges, including without limitation, Sublandlord’s security system, CCTV system and card reader system. Upon request of Sublandlord, Subtenant will furnish evidence of such policies for service and maintenance of other information related to such FF&E as may be requested by Sublandlord. Subtenant acknowledges and agrees that Subtenant is not entitled to receive a tenant improvement allowance or any other allowance from Sublandlord or Landlord in connection with this Sublease. Subtenant is not authorized to make or do any alterations or improvements in or to the Sublease Premises without Sublandlord’s and Landlord’s consent as required by the existing subtenantsMaster Lease and this Sublease. Any improvements constructed to the Sublease Premises by Subtenant in accordance with this Sublease shall (i) be at Subtenant’s sole costs and expense; (ii) be subject to the approval and consent of the Sublandlord and Landlord pursuant to the Master Lease and this Sublease; (iii) be subject to removal by Subtenant at the expense of Subtenant at the end of the Sublease Term (unless Sublandlord or Landlord otherwise instructs Subtenant in writing or have been pre-approved as an improvement that does not require removal); and (iv) comply with all applicable Laws, ordinances and codes and all of the provisions of the Master Lease. Subtenant shall surrender the Sublease Premises to be properly decommissioned Sublandlord on the Sublease Expiration Date or such earlier termination date in the condition required by this Sublease and in accordance with the terms of the Master Lease, and in a broom-clean condition. No later than January 6, 2014normal wear and tear, casualty and condemnation, and damage by Landlord or Sublandlord excepted, and as set forth in Article 15 of the areas occupied by the existing subtenants Master Lease, provided, however, that in no event shall Subtenant be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports required to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of remove any alterations or improvements to the Sublease Premises for purposes of confirming that were installed before the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this SubleaseCommencement Date.

Condition of Sublease Premises. By 13.1 Except as provided in Sections 13.2 and 13.3 below, Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their "AS IS" condition as the Subleased Premises exists on the date hereof. Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture, fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant's occupancy, except as expressly provided herein. In making and executing this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not later than one week relied on any representation or warranty concerning the Subleased Premises or the Building, except as expressly set forth in this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Subleased Premises and the common areas of the Building. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease and that upon termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in the condition required by the terms of the Master Lease and this Sublease. 13.2 Sublandlord is in the process of separately demising the Subleased Premises, and Sublandlord agrees to finish installing the demising walls prior to the Commencement Date, at Sublandlord's cost. Subtenant shall be solely responsible for the interior finishes of the walls, at Subtenant's cost. 13.3 Sublandlord shall cause provide to Subtenant an allowance equal to Two Hundred Forty-Six Thousand Eight Hundred Thirty-Five and no/100 Dollars ($246,835) (i.e. five dollars ($5.00) per rentable square foot of the Sublease Subleased Premises) (the "Allowance") to cover moving costs and the cost of additional improvements, less provided that the areas occupied by installation of any improvements to the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants Subleased Premises shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out terms of this Sublease. The Allowance shall be paid (A) to the extent it is used as reimbursement for moving expenses in connection with Subtenant's move to the Subleased Premises, within thirty (30) days after Sublandlord receives copies of invoices or receipts for such moving expenses, and/or (B) to the extent it is used as reimbursement or payment for tenant improvement costs in the Subleased Premises, within thirty (30) days after Sublandlord receives invoices and conditional lien releases for the tenant improvement work to the Subleased Premises (and final lien releases for any work that was paid with a previous advance), and there are no warranties any other item reasonably requested by Sublandlord to ensure that extend beyond those expressly set forth in this Sublease.the work complies with this

Condition of Sublease Premises. By not later than one week prior (a) Sublandlord represents that as of the Effective Date to the Commencement Dateactual knowledge of L▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Sublandlord shall cause Senior Director of Facilities, without inquiry or investigation, (i) the Sublease Premises, less Building and Common Area are in compliance with applicable laws, codes and regulations, including without limitation the areas occupied by Americans With Disabilities Act, and (ii) the existing subtenantsroof, to be properly decommissioned electrical systems, lighting systems, HVAC, mechanical systems and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of plumbing systems servicing the Sublease Premises for purposes of confirming that the Sublease and Expansion Premises are in a broom clean condition good working condition. (and b) Sublandlord shall correct any failure to be in such broom clean condition). Subject represents that as of the Effective Date to the foregoing requirementactual knowledge of L▇▇▇▇ ▇▇▇▇▇▇▇▇▇, without inquiry or investigation, (i) the Premises are not in violation of any Environmental Law, (ii) the Premises are free from any Hazardous Substances (except those customarily used in connection with general office purposes), and (iii) Sublandlord has provided to Subtenant accepts complete copies of any environmental reports or assessments related to the Sublease Premises currently in their present condition, AS IS WITH ALL FAULTSits possession. Subtenant acknowledges that neither it has received copies of those certain environmental reports listed on Schedule 7(b) attached hereto and made a part hereof, which Sublandlord nor any agent represents are complete and accurate copies of the same. (c) Subtenant agrees that Sublandlord has made no representations or warranties of any representation as to the condition of kind or nature whatsoever respecting the Sublease Premises Premises, including the Subtenant’s Parking Area, their condition or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those use except as expressly set forth in this Sublease. Except as provided expressly herein, including in the Work Letter, Subtenant agrees to accept the Sublease Premises “as is, where is,” with all faults, without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy.

Condition of Sublease Premises. By Sublessor shall deliver the Premises to Sublessee with the exterior, roof, parking area, walkways, interior structure (including men’s and women’s restrooms), all mechanical equipment, HVAC, fire and life safety equipment, plumbing and electrical distribution in very good working condition and in compliance with all codes and regulations, including Americans with Disabilities Act (ADA). Subtenant shall notify Sublandlord in writing of any portion of the Premises which Subtenant reasonably determines is not later than one week prior to in conformance with the foregoing standard within thirty (30) days from the Commencement Date. Except as provided in the immediately foregoing sentence, the Sublease Premises shall be delivered to Subtenant in their then existing “AS IS” condition. Sublandlord shall cause not be responsible for making any tenant improvements to the Sublease Premises, less Premises under this Sublease. Sublandlord makes no representations or warranties as to the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection condition or suitability of the Sublease Premises for purposes of confirming Subtenant’s intended use or that the Sublease Premises are in a broom clean condition compliance with any law, statute, ordinance or other governmental rule, regulation or requirement, except as provided hereinabove (and collectively, “Laws”). Notwithstanding any provision of this Sublease or the Master Lease to the contrary, Sublandlord shall correct any failure have no responsibility to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of improve the Sublease Premises or their suitability for bring the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantabilitySublease Premises into compliance with any Laws, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Subleaseexcept as provided hereinabove.

Condition of Sublease Premises. By not later than one week prior Sublessor shall deliver the Premises to Sublessee "broom clean" and in "as-is" condition except that Sublessor shall repair any significant damage to walls or carpet. Sublessor's furniture and furniture systems on the Commencement Date, Sublandlord 33rd and 32nd floors together with the phone and data cabling shall cause remain the property of Sublessor during the Sublease PremisesTerm, less but may be used by Sublessee during the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean conditionentire Sublease Term without charge. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection expiration or earlier termination of the Sublease Premises Term, and provided there then exists no Sublease Default (defined below), Sublessee shall have the right to purchase the furniture and furniture systems from Sublessor for purposes a price of confirming that $1.00 and shall be deemed the Sublease Premises are in a broom clean condition (owner of the phone and Sublandlord shall correct any failure to be in such broom clean condition)data cabling. Subject to A list of the foregoing requirementfurniture and furniture systems is attached as Exhibit D. EXCEPT AS STATED ABOVE IN THIS SECTION 10. SUBLESSEE ACKNOWLEDGES THAT THE PREMISES WILL OTHERWISE BE DELIVERED TO SUBLESSEE IN THEIR "AS-IS" CONDITION, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS, AND SUBLESSOR SHALL HAVE NO LIABILITY TO SUBLESSEE AS TO THE CONDITION OF THE PREMISES OR OBLIGATION FOR THE PERFORMANCE OF ANY REPAIR OR MAINTENANCE THERETO. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this SubleaseTHE TAKING OF POSSESSION OF THE PREMISES BY SUBLESSEE SHALL BE DEEMED ACCEPTANCE BY SUBLESSEE OF THE PREMISES AND ACKNOWLEDGMENT THAT THE PREMISES ARE IN SATISFACTORY CONDITION ON THE DATE OF SUCH TAKING OF POSSESSION.

Condition of Sublease Premises. By not later than one week prior to Sublandlord warrants that the existing sidewalks, driveways, parking lot, truck doors, mechanical (including HVAC), electrical, plumbing, roof and roofing systems of the Building will be in good operating condition on the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant Date and Sublandlord shall together undertake a walk-through inspection deliver the Sublease Premises to Subtenant on the Commencement Date with all of the foregoing in good operating condition. Sublandlord warrants to Subtenant that upon Lease Commencement, the Sublease Premises will be watertight, the carpets in the Sublease Premises will be in good condition and repair, the walls of the Sublease Premises for purposes of confirming that will be freshly painted or touched up to look clean and uniform, the Sublease Premises are professionally cleaned and all operating systems servicing the Sublease Premises will be in a broom clean good operating condition (and repair, and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts deliver the Sublease Premises to Subtenant on the Commencement Date in their present conditionaccordance with the foregoing. Sublandlord shall provide Subtenant with use of Sublandlord’s phone and security systems (including security codes); provided, AS IS WITH ALL FAULTS. however, that Subtenant acknowledges that neither shall pay the carrier’s charge for all phone calls made by Subtenant based on the carrier’s invoice (which Sublandlord nor any agent of Sublandlord has made any representation as shall supply to Subtenant) and Subtenant shall pay for the condition of third party costs to extend said security system to the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth cooperate with Subtenant in this Subleaseconnection therewith.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sub-Sublandlord shall cause warrants that all Building operating systems serving the Sublease Premises, less the areas occupied by the existing subtenantsincluding but not limited to all electrical, to be properly decommissioned HVAC, plumbing and in broom-clean condition. No later than January 6any other Building operating systems, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned in good operating order and delivered in broomrepair on the Sub-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Sublease Commencement Date, . In the event Sub-Subtenant and determines that Sub-Sublandlord shall together undertake a walk-through inspection of has not delivered the Sublease Premises for purposes to Sub-Subtenant in the condition required by the previous sentence, Sub-Subtenant shall have a thirty (30)- day period after the Sub-Sublease Commencement Date to notify Sub-Sublandlord in writing of confirming that the Sublease Premises are in a broom clean condition (those items or systems requiring repair, and Sub-Sublandlord shall correct any failure have the necessary repairs made as soon as is reasonably practicable at no cost to be in such broom clean condition)Sub-Subtenant. Subject to the foregoing requirement, Subtenant accepts Sub-Sublandlord's obligations under this Section 7 and Sub-Sublandlord's obligation to provide the Sublease Premises in their present "broom clean" condition, AS IS WITH ALL FAULTS. Sub-Subtenant acknowledges that neither it is sub-subleasing the Sublease Premises in its then-existing "AS IS" condition, and that Sub-Sublandlord nor any agent of Sublandlord has made is not making any representation as to or warranty concerning the condition of the Sublease Premises and is not obligated to perform any work to prepare the Sublease Premises for Sub-Subtenant's occupancy. Sub-Subtenant acknowledges that it is not authorized to make or their suitability for do any alterations or improvements in or to the conduct Sublease Premises except as permitted by the provisions of Subtenant’s businessthis Sub-Sublease, the Sublease and the Master Lease and that Sub-Subtenant must deliver the Sublease Premises to Sub-Sublandlord on the Sub-Sublease Expiration Date in the condition required by Paragraph 31 of this Sub-Sublease, reasonable wear and tear and casualty excepted; provided, however, that prior to undertaking any improvements to or alterations of the Sublease Premises, Sub-Sublandlord agrees to not unreasonably withhold or delay such approval. The foregoing shall not release Sub-Subtenant and Sublandlord expressly agree that there are and from the obligation to obtain Sublandlord's or Landlord's prior consent as required by the Sublease or the Master Lease, respectively. Sub-Subtenant shall be no implied warranties responsible for any and all costs due to any noncompliance of merchantabilitythe Sublease Premises (other than as due to or caused by Sub-Sublandlord prior to the Sub-Sublease Commencement Date) with applicable laws, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, codes and there are no warranties ordinances to the extent that extend beyond those expressly set forth in this Sub-Sublandlord has such responsibility under the Sublease.

Condition of Sublease Premises. By Subtenant acknowledges that it is subleasing the Sublease Premises “as-is” and that Sublandlord is not later than one week prior making any representation or warranty concerning the condition of the Sublease Premises and that Sublandlord is not obligated to perform any work to prepare the Commencement DateSublease Premises for Subtenant’s occupancy. Notwithstanding the foregoing, Sublandlord shall deliver the Sublease Premises with the base building systems in good working condition; and if the base building systems are not so delivered, Sublandlord shall cause such building systems to be repaired at no expense to Subtenant within a reasonable time after Sublandlord’s receipt of a written request from Subtenant. Subtenant acknowledges that any supplemental systems, including but not limited to supplemental cooling and wiring for voice or data, on the Sublease Premises, less Premises are provided to Subtenant in “as-is” condition and that Sublandlord is not making any representation or warranty concerning the areas occupied by condition of these supplemental systems. The responsibility for the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants maintenance of these supplemental systems shall be similarly decommissioned and delivered in broomthe sole responsibility of Subtenant throughout the Term of this Sublease. Unless Subtenant provides written notice to Sublandlord of any unsatisfactory conditions of the Sublease Premises within forty-clean condition. Upon request, Sublandlord shall promptly deliver copies five (45) days of all decommissioning reports to Subtenant. Within two (2) business days following the Sublease Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of be conclusively deemed to have accepted the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as have waived all claims relating to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this SubleasePremises.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming acknowledges that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts it is subleasing the Sublease Premises in their present conditionthe "as-is" condition (the "Initial Walk-Through Date") existing as of the date of execution of this Sublease and that except as provided herein, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made is not making any representation as to or warranty concerning the condition of the Sublease Premises or their suitability and that Sublandlord is not obligated to perform any work to prepare the Sublease Premises for Subtenant's occupancy. On the conduct of Subtenant’s businessInitial Walk-Through Date, Sublandlord and Subtenant shall walk-through and inspect the Sublease Premises. Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Sublease Premises except as permitted by the provisions of this Sublease and the Master Lease and that it must deliver the Sublease Premises to Sublandlord expressly agree that there are on the Sublease Expiration Date in its current condition subject to normal wear and tear. Prior to the Sublease Premise Delivery Date Sublandlord shall, at the sole cost and expense of Sublandlord, remove all existing furniture, work stations and equipment, with the exception of the existing card key security system. If Sublandlord fails to comply with the foregoing obligations, Subtenant shall have the option of removing all such furniture, work stations or equipment and thereafter deducting the costs and expenses related thereto from the Base Rent payable to Sublandlord hereunder. On the Sublease Premises Delivery Date, Sublandlord and Subtenant shall walk-through and inspect the Sublease Premises and shall be no implied warranties mutually execute a punch list identifying the variances between the condition and status of merchantability, habitability, fitness for a particular purpose or any other kind arising out the Sublease Premises as of this Sublease, Initial Walk-Through Date compared to the condition and there are no warranties that extend beyond those expressly set forth in this Subleasestatus of the Sublease Premises as of the Sublease Premises Delivery Date.

Condition of Sublease Premises. By not later than one week prior to On the Commencement DateDate (as hereinafter defined), Sublandlord shall cause deliver the Sublease Premises, less and Subtenant agrees to accept the areas occupied by the existing subtenantsSublease Premises, to be properly decommissioned and in broom-clean condition. No later than January 6its “AS IS, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies WITH ALL FAULTS” condition as of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant such date and Sublandlord shall together undertake a walk-through inspection of not be obligated to alter, repair or perform any work or furnish any materials on or about the Sublease Premises in order to prepare the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTSSubtenant’s use or occupancy or otherwise. Subtenant hereby acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as no representations or warranties with respect to the condition of the Sublease Premises, including, without limitation the suitability of the Sublease Premises for Subtenant’s intended use, and that Sublandlord shall not, nor or at any time in the future, be required to make any expenditures whatsoever with respect to the Sublease Premises. It shall be the responsibility of Subtenant to maintain and keep the Sublease Premises in as good an order and condition as existed on the date hereof. Subtenant shall at Sublandlord’s written request promptly make, at Subtenant’s sole cost and expense, all repairs to the Sublease Premises or their suitability for the conduct of Subtenant’s businessBuilding, whenever damage or injury thereto shall be caused by Subtenant or its employees, agents, contractors, licensees or invitees. If any maintenance or repair is not completed by Subtenant as outlined herein, and Sublandlord expressly agree that there are chooses to perform said maintenance or repair, then Subtenant shall promptly reimburse Sublandlord upon demand for any costs and expenses incurred by Sublandlord in taking any such action. This obligation shall be no implied warranties survive the expiration or earlier termination of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this the Sublease.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause deliver the Sublease PremisesPremises to Subtenant with the heating, less the areas occupied by the existing subtenantsventilation, to be properly decommissioned air conditioning, plumbing, and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection electrical systems of the Sublease Premises for purposes in good working condition and repair. To the best knowledge of confirming Sublandlord, the roof, landscaping, structural components and parking areas of the Sublease Premises are in good working condition and repair. Subtenant acknowledges and agrees that Sublandlord shall have the right, but not the obligation, to remove or disable the existing security system in the Sublease Premises prior to delivering possession of the Sublease Premises to Subtenant. The taking of possession of the Sublease Premises by Subtenant shall constitute an acknowledgment by Subtenant that the Sublease Premises are in good working condition and repair, and that all work and materials provided by Sublandlord, Master Sublandlord and Master Landlord are satisfactory, except as to any defect agreed to in writing by Sublandlord and Subtenant at a broom clean condition (and Sublandlord shall correct any failure walk through to be conducted prior to transfer of possession, and any latent defects that are described in such broom clean condition)written notice given by Subtenant to Sublandlord not later than sixty (60) days after delivery of possession to Subtenant. Subject Any damage to the foregoing requirement, Subtenant accepts the Sublease Premises caused by Subtenant's move-in their present condition, AS IS WITH ALL FAULTSshall be repaired or corrected by Subtenant at its expense. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has its agents have made any representations or warranties as to the suitability or fitness of the sublease Premises for the conduct of Subtenant's business or for any other purposes. Except as otherwise expressly set forth herein, the Sublease Premises shall be delivered by Sublandlord to Subtenant AS IS and Subtenant agrees that it takes possession of the Sublease Premises without relying on any representation or warranty by Sublandlord as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord other than as expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Subleasespecified herein.

Condition of Sublease Premises. By (a) In entering into this Sublease, Subtenant acknowledges that, except as expressly set forth in this Sublease, Subtenant has not later than one week prior relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the physical condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or with respect to any other kind arising out matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and there are no warranties that extend beyond those except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or have made on its behalf. Upon taking possession of any portion of the Sublease Premises, Subtenant shall be deemed to have accepted such portion of the Sublease Premises in its then “as-is” “where-is” condition, except for Sublandlord’s remediation obligations set forth in Paragraph 3 of this Sublease. (b) Sublandlord represents and warrants that, to the best of its knowledge, the Sublease Premises presently complies with all laws, codes, ordinances and other governmental requirements applicable to the Sublease Premises. Sublandlord is not presently aware of any reason why, upon the occurrence of the Sublease Commencement Date, the Sublease Premises will not continue to comply with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Premises. Further, Sublandlord is not presently aware of any material defects in the Sublease Premises which will unreasonably interfere with the normal use and enjoyment of the Sublease Premises by any occupant thereof. (c) By taking possession of any portion of the Sublease Premises, Subtenant shall conclusively evidence that such portion of the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that such portion of the Building and such portion of the Sublease Premises are in good and satisfactory condition, and that Subtenant waives any defect therein. (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises promptly following the expiration or earlier termination of the Sirion Sublease but in any event no later than October 1, 2009, unless waived in writing by Subtenant.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned Subtenant acknowledge and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, agree that Subtenant is leasing and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts does hereby accept the Sublease Premises in their present conditionclean, broom-swept and otherwise “AS IS WITH ALL FAULTSIS” condition on the Commencement Date with the Furniture in place. Subtenant acknowledges that neither Sublandlord nor shall have no obligation to perform any agent work to the Sublease Premises or to any part of the Building or to prepare the Sublease Premises for occupancy by Subtenant. Sublandlord has made any makes no representation as to or warranty regarding the condition of the Sublease Premises or their suitability for the conduct Building or title to the Sublease Premises, except as expressly set forth herein and that Sublandlord is the tenant under the Master Lease as of Subtenant’s businessthe Commencement Date. In making and executing this Sublease, Subtenant and Sublandlord has not relied upon or been induced by any statements or representations of any persons, other than those, if any, set forth expressly agree that there are and shall be no implied warranties in this Sublease in respect of merchantability, habitability, fitness for a particular purpose the physical condition of the Sublease Premises or the Building or of any other kind arising out matter affecting the Sublease Premises or this transaction which might be pertinent in considering the leasing of said Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary, relied solely on such representations, if any, as are expressly made herein and on such investigations, examinations and inspections as Subtenant has chosen to make or have made. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations, and there are no warranties that extend beyond those expressly set forth in this Subleaseinspections, including without limitation of the Sublease Premises and the Building.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two Except for Sublandlord’s Work (2) business days following the Commencement Dateas defined below), Subtenant and Sublandlord shall together undertake a walk-through inspection acknowledges that Subtenant will accept possession of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises Premised in their present as-is condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of and that, as except as expressly provided herein, Sublandlord has made any representation as to no representations or warranties concerning the condition of the Building or the Sublease Premises or their suitability fitness for the conduct of Subtenant’s businesspurposes. Subtenant Promptly following the full execution and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out delivery of this Sublease, Master Landlord’s consent to this Sublease (and there are no warranties that extend beyond Sublandlord’s Work, if applicable), and receipt of any necessary permits therefor, Sublandlord will commence construction of the additional offices and conference rooms as described on Exhibit B (“Sublandlord’s Work”). At Subtenant’s request and at Subtenant’s sole cost and expense (except as provided below), Sublandlord shall construct a lobby in the Sublease Premises as shown on Exhibit C and construct those expressly additional items listed on Exhibit D (collectively, the “Additional Work”) at the same time as construction of Sublandlord’s Work pursuant to plans and specifications provided by Subtenant and approved by Sublandlord (which consent shall not be unreasonably withheld) and Master Landlord pursuant to the terms of the Master Lease. Prior to commencement of the Additional Work, Sublandlord shall provide a cost estimate to Subtenant for the cost of the Additional Work, and Subtenant shall pay Sublandlord the amount set forth in the cost estimate, less the amount of $20,000 (which $20,000 shall be paid by Sublandlord) within ten (10) days thereafter. Sublandlord shall have no obligation to commence the Additional Work until it has received such payment from Subtenant. After Sublandlord receives such payment, Sublandlord shall diligently pursue completion of the Additional Work, provided however, that failure to complete the Additional Work at the same time as Sublandlord’s Work shall not affect the Commencement Date as otherwise determined pursuant to Section 2 of this Sublease. Sublandlord agrees to provide to Subtenant the remnants, if any, that Sublandlord may possess (or can obtain from its general contractor without cost) of the existing carpeting in the Sublease Premises.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date3.1 Except as set forth in this Sublease, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are leased, “As Is,” in a broom clean the condition now existing, including all of the office furniture listed on Exhibit C (“Furniture”), and Sublandlord shall correct any failure to be teledata cabling, telephone system and cabling located in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises (collectively, the “Systems”), but expressly excluding paging system, computer hardware and software, and any other personal property. 3.2 Except as set forth in their present conditionthis Sublease, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as Sublessor expressly disclaims all representations and warranties, express or implied, with respect to the condition of the Sublease Premises and the Furniture and the Systems, including, without limitation, any representation or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantabilitywarranty as to fitness, habitability, fitness or suitability of the Sublease Premises, Furniture and/or Systems for Sublessee’s intended use or purpose, except to the extent Sublessor can enforce such representations or warranties against Lessor. 3.3 Sublessor, prior to the Sublease Commencement Date (defined below), shall complete the following work on the Sublease Premises: (a) installation of a particular purpose wall in the reception area as indicated in Exhibit B (“Sublessor’s Work”). 3.4 Sublessee may coordinate with Sublessor to make modifications to the Sublease Premises prior to the Sublease Commencement Date provided (a) such modifications are at the cost of Sublessee, (b) any such modifications comply with the applicable terms of this Sublease and the Master Lease and do not unreasonably interfere with Sublessor’s work as set forth above in this Section 3.3, and (c) Sublessee indemnifies, defends and holds Sublessor harmless from any and all liability for property damage or any other kind bodily injury, including death, arising out of this Subleasethe negligent or intentional acts of Sublessee, and there are no warranties that extend beyond those expressly set forth its employees, agents, invitees, representatives or contractors in this Subleaseits use of the Sublease Premises prior to the Sublease Commencement Date.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date(a) Except as provided in Sections 3.2(b) and 3.2(c) below, Sublandlord shall cause the Sublease PremisesTenant accepts, less the areas occupied by the existing subtenantson an As-ls basis, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises as it existed on December 1, 2003 ("Existing Condition"). Tenant acknowledges that Landlord and Brokers have not made, and Tenant has not relied upon, any representations, warranty or their suitability other assurances concerning the Existing Condition of the Sublease Premises or the Building. (b) With respect to latent defects required to be repaired by Master Landlord pursuant to Section 7.1 of the Master Lease, promptly following Landlord's receipt of written notice from Tenant identifying such latent defects ("Latent Defect Correction Notice"), the following shall apply: (i) Landlord shall reasonably investigate Tenant's Latent Defect Correction Notice, and, if Landlord reasonably determines that Master Landlord is responsible for correction of such latent defects under Section 7.1 of the conduct Master Lease, Landlord shall commence and diligently pursue commercially reasonable efforts to cause Master Landlord to undertake appropriate corrective action, including filing appropriate legal action if required. (ii) If Landlord and Tenant disagree as to whether Master Landlord is responsible for correction of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and such latent defects, or as to whether Landlord is diligently pursuing Master Landlord for correction of such latent defects, the matter shall be no implied warranties submitted for an Interim Resolution as defined in Section 18.1 below. (iii) If Landlord fails to commence commercially reasonable efforts within twenty (20) days after receipt of merchantabilityTenant's Latent Defect Correction Notice (or, habitabilityin case of a dispute under Section 3.2(b)(ii) above, fitness within thirty (30) days after an Interim Resolution requiring Landlord to undertake such efforts), or if Landlord timely commences but thereafter fails to diligently pursue commercially reasonable efforts to cause the correction of latent defects by Master Landlord, and, provided in either such case Tenant gives an additional twenty (20) days notice to Landlord of Tenant's intention to invoke its rights under this Section 3.2(b)(iii), Tenant shall have the right to exercise Landlord's right to self-help pursuant to Section 7.2 of the Master Lease ("Master Lease Self Help Rights"). If Tenant exercises the Master Lease Self Help Rights: (A) Tenant shall protect, defend and hold Landlord free and harmless from and against any and all claims, demands, actions, causes of action, liabilities, obligations, costs and expenses, of every kind and nature, arising in connection therewith (collectively, "Claims"); and (B) Tenant shall be entitled to receive such reimbursement from Landlord as Landlord receives from Master Landlord pursuant to Section 7.2 of the Master Lease in respect of the corrective action(s) taken by Tenant. (c) Notwithstanding the provisions of Section 3.2(a) above, but subject to the limitations expressed below in this Section 3.2(c), Landlord shall repair all defects in the Base Building Systems (as defined below) in or serving the Sublease Premises of which Tenant notifies Landlord in writing within three (3) months after the Commencement Date. As used in this Sublease, the term "Base Building Systems" means only those electrical, plumbing, and heating/ventilation/air conditioning ("HVAC") systems which are installed in the Building on the date possession of the Sublease Premises is delivered to Tenant pursuant to Section 3.1. Landlord shall not be responsible for a particular purpose repairing any defects in the Base Building Systems: (i) caused by the negligence or intentional acts of Tenant or Tenant's agents, employees, contractors or invitees; (ii) of which Landlord has not received written notice within three (3) months after the Commencement Date; (iii) due to any alterations or additions to, or any other kind arising out extensions of, the Base Building Systems, which are not consistent with the design or capacity of the Base Building Systems; or (iv) which result from ordinary wear and tear. Landlord's obligation to correct defects in the Base Building Systems shall not extend to any alterations or additions to, or extensions of, the Base Building Systems, and Tenant shall remain solely responsible therefor. If Landlord fails to commence correction of the Base Building Systems defects within thirty (30) days after notice from Tenant and diligently complete same within a reasonable period thereafter, Tenant shall, after an additional ten (10) days' written notice to Landlord, have the right to repair the defects in the Base Building Systems on Landlord's behalf and deduct all reasonable, out-of-pocket expenses from installments of Base Rent until such amounts have been fully recovered by Tenant, subject to the Offset Limit specified in Section 23.1 of this Sublease. However, if Landlord initiates an Interim Resolution proceeding to contest either Landlord's duty to correct any defect in the Base Building Systems or Tenant's claim that Landlord is not acting diligently to correct such defects, Tenant shall not exercise its right to repair such defects and/or to offset the costs of such repairs against Base Rent unless and there are no warranties that extend beyond those expressly set forth in this Subleaseuntil Tenant procures a favorable Interim Resolution affirming Tenant's right to so act.

Condition of Sublease Premises. By not later than one week prior Sublessor shall deliver possession of the Sublease Premises to Sublessee on the Commencement Date (a) in compliance with all applicable laws, (b) improved with substantially the same quality of tenant improvements as existsin the Premises (c) with data and fiber cabling exclusively serving the Sublease Premises installed and functional in and from the 3rd floor IDF room closest to the Commencement Date, Sublandlord shall cause Sublease Premises and stubbed to the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of (d) with all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of systems serving the Sublease Premises for purposes of confirming that the Sublease Premises are Premises, including, without limitation, plumbing, lighting, heating, ventilating, air conditioning, gas, electrical, and plumbing systems, in a good operating condition, and (e) otherwise in broom clean condition (and Sublandlord shall correct any failure to be in such broom clean conditioncollectively, “Delivery Condition”). Subject In the event that Sublessee notifies Sublessor that any of the obligations of Sublessor with respect to the foregoing requirementDelivery Condition were not performed, Subtenant then it shall be the obligation of Sublessor to promptly correct the same at its sole cost and expense. Subject only to the foregoing, and having made such inspection of the Premises as it deemed prudent, Sublessee hereby accepts the Sublease Premises in their present conditioncondition existing as of the date of delivery, AS IS “AS-IS” and “WITH ALL FAULTS” and 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 Sublease subject thereto. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation Except as otherwise expressly provided in this Sublease as to the condition of the Sublease Premises, Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made any representation or warranty as to the present or future suitability of the Premises or their suitability the Project for the conduct of SubtenantSublessee’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose On the expiration or any other kind arising out sooner termination of this Sublease, Sublessee shall remove from the Sublease Premises all of its furniture and there are no warranties that extend beyond those expressly set forth other personal property and shall surrender the Sublease Premises to Sublessor in this Subleasethe same condition as received by Sublessee (reasonable wear and tear excepted). Sublessor shall also remove any signage it has installed and shall repair any damage caused by such signage or its removal and restore the surface underneath and around such signs to the condition existing prior to installation thereof.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2a) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability Except for the conduct of Subtenant’s business. Subtenant Improvement Loan set forth in subsection (c) below and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those as otherwise expressly set forth in this Sublease, Subtenant agrees that (i) Sublandlord has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises, their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the Sublease Premises “as is, where is,” with all faults, without any obligation on the part of Sublandlord to modify, improve or otherwise prepare the Sublease Premises for Subtenant’s occupancy. Sublandlord shall provide Subtenant with the benefit of all warranties held by Sublandlord or provided by the Master Lease in connection with the construction of the Building which are applicable to the Sublease Premises. Notwithstanding the foregoing, Sublandlord covenants and agrees to demise the Sublease Premises from the remainder of the Premises prior to the Commencement Date and to deliver the Sublease Premises to Subtenant with all Building systems in good working order. (b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including without limitation the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. Notwithstanding the foregoing, if reasonably requested by Subtenant, Sublandlord, at its sole cost and expense, will cause a Phase I environmental assessment to be performed and delivered to Subtenant prior to the Commencement Date. Throughout the Term, Sublandlord shall be responsible, at its expense, for ensuring that the exterior of the Building and the common areas of the Premises comply with the “American With Disabilities Act” (“ADA”). However, no investigation has been made by Sublandlord to ensure compliance of the Sublease Premises with ADA. ADA may require a variety of changes to the Sublease Premises, including potential removal of barriers to access by disabled persons and provision of auxiliary aids and services for hearing, vision or speech impaired persons. Subtenant shall rely solely on its own investigations and/or that of a licensed professional specializing in the areas referenced in this Section 7(b), and shall be responsible for ensuring that the Sublease Premises comply with ADA. (c) Subtenant, at its sole cost and expense, shall construct all improvements in the Sublease Premises required by Subtenant for operation of its business therein (the “Subtenant Improvements”), subject to all requirements of this Sublease and the Master Lease, including, without limitation, obtaining Sublandlord’s and Master Landlord’s approval of plans and specifications therefor. Sublandlord’s consent shall not be unreasonably withheld or delayed. If Master Landlord approves of Subtenant’s contractor and architect, Sublandlord’s consent thereto shall not be required. If Master Landlord requires the Subtenant Improvements or any subsequent improvements to be removed at the expiration or earlier termination of this Sublease, Subtenant shall comply with all such requirements, whether imposed upon granting of consent or thereafter, as provided in the Master Lease. If Master Landlord does not so require the Subtenant to remove the Subtenant Improvements or any subsequent improvements, Subtenant shall not be required to remove the Subtenant Improvements and all subsequent improvements, except that if Sublandlord notifies Subtenant in writing that Subtenant is required to remove any of improvements, Subtenant shall have such removal obligation as to such improvements and shall restore the Sublease Premises to their condition existing as of the date hereof, reasonable wear and tear excepted; provided that if Subtenant exercises the extension option set forth in Section 2(b) above, then Subtenant shall not have such removal obligation as to any of the improvements. (d) To the extent Subtenant incurs construction costs for the Subtenant Improvements in excess of Two Hundred Fifty Thousand Dollars ($250,000), Sublandlord hereby agrees to loan to Subtenant (“Improvement Loan”) a maximum of an Two Hundred Fifty Thousand Dollars ($250,000) (“Cap”), which Improvement Loan shall be (i) used solely to reimburse Subtenant, up to the Cap, for actual “hard” costs (i.e., materials and labor as opposed to costs of consultants and other “soft” costs) incurred for the construction of the Subtenant Improvements which are in excess of the initial Two Hundred Fifty Thousand Dollars ($250,000) incurred by Subtenant for the Subtenant Improvements (which initial costs shall first be paid by Subtenant), and (ii) disbursed in accordance with the provisions of Exhibit D. The Improvement Loan shall be repaid by Subtenant to Sublandlord in equal monthly installments (“Improvement Loan Payments”) in an amount that would fully amortize the Improvement Loan over an amortization period of eighty-four (84) months commencing on the Commencement Date, with interest from the date of expenditure on the outstanding principal balance, computed at the rate equal to the lesser of seven percent (7%) per annum or the maximum rate permitted by law. The Improvement Loan Payments shall be due and payable on the first day of each month along with the payments of Rent payable under this Sublease. The obligation of Subtenant to pay the Improvement Loan Payments is separately enforceable by Sublandlord and shall survive (but shall be repayable in full, including all outstanding principal and accrued and unpaid interest, upon) the expiration or earlier termination of this Sublease and, because such obligation is intended to be a loan, is not subject to any mitigation of the amount due. Sublandlord will use good faith and diligent efforts to obtain Master Landlord’s consent to the Subtenant Improvements. Sublandlord agrees that it will not charge a supervision fee for its own review of the Subtenant Improvements or other improvements to the Sublease Premises by Subtenant. Subtenant acknowledges that Master Landlord may impose a supervision fee under the Master Lease, which fee shall be paid by Subtenant.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord (a) Sublessor shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are to Sublessee in a broom clean condition (its current “as is” condition, and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant Sublessee expressly accepts the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor “as-is” and “where-is.” Sublessor hereby expressly disclaims any agent of Sublandlord has and all warranties or representations made any representation as to Sublessee concerning the condition of the Sublease Premises Premises, whether same were made by any officer, director or their suitability for the conduct employee of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose Sublessor or any other kind arising out agent of this Subleasesame, such as a broker. (b) Sublessee shall make no additions, alterations or improvements to the Sublease Premises, without the prior written approval of Landlord and Sublessor in each instance. Permitted improvements and alterations shall be in compliance with the Lease, all applicable Building codes and government regulations, and there are said improvements and alterations shall further be constructed in a good and workmanlike manner as is customary in the construction industry. (c) Sublessor shall provide Sublessee with use of all fixtures, furniture, and equipment currently in the Sublease Premises which belong to Sublessor (the “FF&E”) during the Term at no warranties additional cost to Sublessee. Sublesee shall be solely responsible for maintaining the FF&E in good condition and proper working order during the Term, reasonable wear and tear excepted. Provided that extend beyond those expressly set forth Sublessee has fully performed its obligations under this Sublease by the Expiration Date, Sublessor shall transfer ownership of all FF&E to Sublessee on the Expiration Date for the price of $10.00. (d) Sublessee shall maintain the Sublease Premises in this Subleasegood order and repair throughout the Term, and shall perform such maintenance and repair to the Sublease Premises as is necessary to keep the Sublease Premises in such good order. Sublessee shall promptly repair any damages caused by Sublessee, and its employees, contractors and invitees to the Sublease Premises, which is in excess of normal wear and tear. In the event Sublessee fails to repair or restore any portion of the Sublease Premises, Sublessor may undertake such restoration or repair at Sublessee’s sole expense. (e) Upon the Expiration Date, Sublessee shall be responsible for timely vacating the Sublease Premises, cleaning the Sublease Premises to broom clean condition, and removing all of Sublessee’s personal property (including without limitation, the FF&E) from the Sublease Premises, provided however, in no event shall Sublessee remove any personal property and/or trade fixtures owned by Landlord, Sublessor, or another third party. Sublesee shall be solely responsible for repairing any damage caused by or related to Sublesee’s vacation of the Sublease Premises.

Condition of Sublease Premises. By not later than one week prior to the Commencement DateDecember 3, 2014, Sublandlord shall complete the Sublandlord’s work listed in Exhibit B to this Sublease and shall cause the Sublease Premises, less the areas occupied by the existing subtenants, Premises to be in broom-clean condition and to be properly decommissioned in accordance with all applicable laws, codes and in broom-clean conditionregulations. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of the Sublease Premises for purposes of confirming that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct any failure to be in such broom clean condition). Subject to the foregoing requirement, Subtenant accepts the Sublease Premises in their present conditioncondition as of the Commencement Date, AS IS IS, WHERE-IS, AND WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Sublease. For the avoidance of doubt, the provisions in this Section 6 do not relieve Landlord or Sublandlord of their respective maintenance and repair obligations under and as expressly set forth in the Master Lease and this Sublease.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date(a) Except as expressly set forth herein, Subtenant agrees that (i) Sublandlord shall cause has made no representations or warranties of any kind or nature whatsoever respecting the Sublease Premises, less their condition or suitability for Subtenant’s use; and (ii) Subtenant agrees to accept the areas occupied by Sublease Premises “as is, where is,” with all faults, without any obligation on the existing subtenantspart of Sublandlord to modify, to be properly decommissioned and in broom-clean conditionimprove or otherwise prepare the Sublease Premises for Subtenant’s occupancy. No later than January 6To the knowledge of Sublandlord’s manager of facilities, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection structural elements of the Sublease Premises and all piping, and wiring above the ceilings or otherwise intruding into the Sublease Premises that are servicing other tenants are operating in a good and workmanlike manner and are in material compliance with all applicable statutes, ordinances and regulations. (b) Sublandlord has not made an independent investigation of the Premises or determination with respect to the physical and environmental condition of the Premises including, without limitation, the existence of any underground tanks, pumps, piping, toxic or hazardous substances on the Premises. No investigation has been made by Sublandlord to ensure compliance with the “Americans With Disabilities Act” (“ADA”). ADA may require a variety of changes to the Sublease Premises, including potential removal of barriers to access by disabled persons and provision of auxiliary aids and services for purposes hearing, vision or speech impaired persons. Subtenant shall rely solely on its own investigations and/or that of confirming a licensed professional specializing in the areas referenced in this Section º8. Notwithstanding the foregoing, Sublandlord represents and warrants that (i) its corporate counsel has not received any notice from a governmental authority indicating that the Sublease Premises are in a broom clean condition (and Sublandlord shall correct violation of any failure to be in such broom clean condition). Subject law pertaining to the foregoing requirement, Subtenant accepts Sublease Premises; and (ii) the Sublease Premises in their present condition, AS IS WITH ALL FAULTS. Subtenant acknowledges that neither Sublandlord nor are not subject to any agent of Sublandlord has made enforcement or correction order(s) issued by any representation as to the condition of the Sublease Premises or their suitability for the conduct of Subtenant’s business. Subtenant and Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out of this Sublease, and there are no warranties that extend beyond those expressly set forth in this Subleasegovernmental authority.

Condition of Sublease Premises. By not later than one week prior to the Commencement Date, Sublandlord shall cause the Sublease Premises, less the areas occupied by the existing subtenants, to be properly decommissioned and in broom-clean condition. No later than January 6, 2014, the areas occupied by the existing subtenants shall be similarly decommissioned and delivered in broom-clean condition. Upon request, Sublandlord shall promptly deliver copies of all decommissioning reports to Subtenant. Within two (2i) business days following the Commencement Date, Subtenant and Sublandlord shall together undertake a walk-through inspection of acknowledges that it has inspected the Sublease Premises for purposes and all the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems relating thereto and the parking lot and the other Common Area of confirming that the Sublease Premises are in a broom clean condition (Property, engaged such professionals and Sublandlord shall correct any failure to be in such broom clean condition). Subject inspectors as Subtenant deems prudent with respect to the foregoing requirementsame, and reviewed and approved the reports prepared by such professionals and inspectors. Consequently, Subtenant accepts the Sublease Premises and all the equipment, apparatus, plumbing, heating, air conditioning, electric, water, waste disposal and other systems relating thereto and the parking lot and the other Common Area of the Property in their present condition“AS IS, AS IS WITH ALL FAULTS” condition existing as of the Sublease Effective Date, but subject to Sublandlord’s provision of the Sublandlord Improvements as defined in subsection 9(a)(ii), below. Except to the extent set forth in subsection 9(a)(ii), below, Sublandlord shall have no obligation to perform any alterations, work or repairs (including, without limitation, any electrical work or other work necessary to make the Sublease Premises comply with any Applicable Laws (hereafter defined)) or pay any sums to Subtenant or any other party in order to prepare the Sublease Premises for Subtenant’s occupancy thereof. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation as no representations with respect to the condition of the Sublease Premises Premises, or their suitability for with respect to the conduct condition of Subtenant’s business. any fixtures, equipment, furnishings, installations, or systems therein contained or otherwise connected thereto, have been made to Subtenant and by Sublandlord expressly agree that there are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or any other kind arising out party. Further, Subtenant accepts and approves the manner in which Prime Landlord has maintained and repaired the Sublease Premises and Common Area of this Subleasethe Property as of the Sublease Effective Date. (ii) Using a contractor or contractors selected by Sublandlord, in its sole discretion, Sublandlord will at its cost (but Sublandlord may receive from Prime Landlord an allowance to reimburse such cost) provide a “finish out” of the Sublease Premises, consisting of painting and cabling (the “Sublandlord Improvements”). It is anticipated that the Sublandlord Improvements will be described in a plan or plans prepared by a design professional selected by Sublandlord in its sole discretion, and there are no warranties such plan or plans, if any, will constitute the maximum extent of the Sublandlord Improvements. In the event that extend beyond those expressly set forth Subtenant shall be entitled to possession of the Sublease Premises during any period in which Sublandlord is constructing the Sublandlord Improvements pursuant to this Subleasesubsection, Subtenant shall not interfere with Sublandlord’s completion of the Sublandlord Improvements. Notwithstanding anything contained herein to the contrary, in the event that Sublandlord does not substantially complete the Sublandlord Improvements on or before the Commencement Date, the Commencement Date shall be extended by the number of days following the Commencement Date until the date of substantial completion of the Sublandlord Improvements. For purposes hereof, the Sublandlord Improvements shall be deemed to be substantially completed upon the issuance by the Town of Addison of a certificate of occupancy for the Sublease Premises (whether a temporary certificate of occupancy or a permanent certificate of occupancy). By opening for business in the Sublease Premises, Tenant shall be deemed to have: (a) accepted the Sublease Premises in their “AS IS, WITH ALL FAULTS” condition existing as of the Commencement Date, and (b) agreed that the obligations of Landlord to provide the Sublandlord Improvements have been fully performed. Except for the Sublandlord Improvements, Sublandlord not be obligated to complete or otherwise provide any other work for or to the Sublease Premises.