Common use of Condition of the Subleased Premises Clause in Contracts

Condition of the Subleased Premises. Sublandlord shall deliver possession of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory condition.

Condition of the Subleased Premises. Sub-Subtenant is subleasing the Subleased Premises on an “AS IS” basis, and Sub-Sublandlord shall deliver possession has made no representations or warranties, express or implied, with respect to the condition of the Subleased Premises to Subtenant in as of the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to Commencement Date except that the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, improvements therein are in compliance with all applicable laws required laws. Sub- Sublandlord shall professionally clean the Subleased Premises and remove all contents and debris while leaving all furniture listed on Exhibit B, fixtures, and equipment in place for Sub-Subtenant’s use at no additional cost during the occupancy Term, with such furniture listed on Exhibit B to be returned to Sub-Sublandlord at the end of the Term. Sub-Sublandlord shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sub-Sublandlord shall have no obligation to perform any work of the repairs required to be performed by Sublandlord under the terms of the Sublease or Landlord under the terms of the Lease. Without waiving, or modifying, any required consent rights, in the event that Sub-Subtenant makes any alterations to the Subleased Premises, Sub-Subtenant shall be solely responsible at its own cost, and at Sub-Sublandlord’s election upon the expiration or earlier termination of the Sub-Sublease (if the Sub-Sublandlord so requires at that time) or the Sublease (if the Sublandlord so requires at that time) or the Master Lease (if the Master Landlord so requires at that time) to remove part or all alterations make any installations in order to prepare for or on behalf of the Sub-Subtenant and restore the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by condition existing prior to such alterations. Sub-Subtenant shall not be conclusive evidence as against Subtenant thatrequired to restore any alterations, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory conditionunless performed by Sub-Subtenant.

Condition of the Subleased Premises. Sublandlord shall deliver possession Subtenant represents that it has made or caused to be made a thorough examination of the Subleased Premises and is familiar with the condition thereof. Sublandlord hereby represents and warrants to Subtenant in that, to Sublandlord’s Knowledge, as of the following condition (the “Delivery Condition”): Commencement Date, (i) broom clean conditionthere are no pending actions or proceedings in which any person, free entity or Governmental Authority has alleged the violation of all personal propertyEnvironmental Laws with respect to the Subleased Premises or the presence, release, threat of release or placement of any Hazardous Materials at, on or under the Subleased Premises, (ii) free Sublandlord has not received any notice (and has no actual knowledge) that any Governmental Authority or any employee or agent thereof, has determined that there has been a violation of Environmental Laws at or in connection with the Subleased Premises, and (iii) neither the Subleased Premises nor any portion thereof contains any amount of Hazardous Materials introduced in excess of quantities permitted by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased PremisesEnvironmental Laws. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” ”, partially built, condition on the Sublease date hereof, reasonable wear and tear between the date hereof and the Commencement Date caused by removal of any Rejected Sublandlord FF&E or other preparations for Subtenant’s occupancy excepted, provided that (a) the plumbing, electrical and Base HVAC System serving the Subleased Premises are in good working order on the Commencement Date and acknowledges (b) if required pursuant to Article 25 below, Sublandlord has removed the Rejected Sublandlord FF&E (as hereinafter defined) from the Subleased Premises. Subtenant's taking possession of the Subleased Premises shall be conclusive evidence that the same are in satisfactory condition. Sublandlord has not made and does not make any representations or warranties as to the physical condition of the Subleased Premises, the use to which the Subleased Premises may be put, or any other matter or thing affecting or relating to the Subleased Premises, except as specifically set forth in this Sublease. Sublandlord shall have no obligation whatsoever to perform any work alter, improve, decorate or to make any installations in order to otherwise prepare the Subleased Premises for Subtenant’s 's occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory condition.

Condition of the Subleased Premises. Sublandlord shall deliver (a) Subtenant acknowledges that it has examined and inspected the Subleased Premises and is fully familiar with the physical condition thereof and agrees to take possession of the Subleased Premises in their then "as is" condition. Sublandlord has not made, and does not make, any representations or warranties as to Subtenant in the following physical condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation whatsoever to perform any work alter, improve, decorate or to make any installations in order to otherwise prepare the Subleased Premises for Subtenant’s occupancy's occupancy except as otherwise as expressly provided in this Sublease. Subject Subtenant agrees to maintain and keep in good working order and repair the Subleased Premises in accordance with the terms and conditions of the Lease and this Sublease, and further agrees that at the expiration or earlier termination of the term of this Sublease, Subtenant will, at Subtenant's expense, return the Subleased Premises broom clean and in the condition required by the terms and conditions of the Lease and this Sublease, normal wear and tear and damage arising from casualty excepted. (b) Subtenant shall not make or cause, suffer or permit the making of any alteration, addition, change, replacement, installation or addition to the Subleased Premises without Sublandlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (provided that Subtenant obtains the consent of Landlord and Subtenant has complied with all terms set forth aboveand conditions of the Lease pertaining thereto), and without Landlord’s consent as required under the taking of possession Lease. Subtenant will promptly repair any damage to the Subleased Premises, or to the Building caused by any alterations, additions or improvements of the Subleased Premises by Subtenant. At the completion of the Term, Subtenant shall not be required to remove any alterations, additions, changes, replacements, installations or additions to the Subleased Premises made during the Sublease Term with the consent of Sublandlord and Landlord and restore the condition of the Subleased Premises to the condition existing as of the Commencement Date, reasonable wear and tear excepted, unless Sublandlord and/or Landlord has notified Subtenant at the time of granting consent to such alterations, additions or improvements that Subtenant would be required to remove the same upon the expiration or earlier termination of this Sublease. (c) Subtenant shall not cause, direct, suffer or permit Subtenant or any of its agents, contractors, employees, licensees or invitees (collectively, “Subtenant’s Parties”), to use, handle, manufacture, store or dispose of in or about the Subleased Premises or the Building any flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or derivatives. (d) The existing furniture, fixtures and equipment currently servicing the Premises shall be available for Subtenant’s use during the Term; provided, however, that prior to the commencement of the Term, the existing furniture, fixtures and equipment listed on Exhibit D shall be removed by Sublandlord (the “Excluded Equipment”). Provided that during the Term Subtenant is not in default of the Sublease beyond all applicable notice and cure periods, Subtenant shall be conclusive evidence as against entitled to retain the existing furniture, fixtures and equipment currently servicing the Premises (excluding the Excluded Equipment) following the expiration or earlier termination of this Lease. During the Term, Subtenant that, at shall be responsible for and assume all maintenance obligations remaining with respect to the time such possession was so taken, copy machines located in the Subleased Premises and the Building were in good and satisfactory condition.Subleased

Condition of the Subleased Premises. Sublandlord shall deliver (a) Subtenant acknowledges that Subtenant is in possession of the Subleased Premises and the Shared Space, and has conducted Subtenant’s own investigations of the Subleased Premises and the Shared Space and the physical condition thereof, including accessibility and location of utilities, improvements, existence of hazardous materials, including but not limited to asbestos containing materials and polychlorinated biphenyls, earthquake preparedness, compliance with applicable Laws, and any other matters which, in Subtenant’s reasonable judgment, may affect or influence Subtenant’s use of the Subleased Premises and the Shared Space and Subtenant’s willingness to enter this Sublease. Subtenant recognizes that Tenant would not sublease the Subleased Premises to Subtenant in or allow Subtenant to utilize the following condition Shared Space (on the terms and conditions set forth herein) except on an “Delivery Condition”): (i) broom clean condition, free as is” basis and acknowledges that Tenant has made no representations or warranties of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord any kind with respect to the Subleased Premises in violation or the Shared Space. Subtenant shall rely solely on Subtenant’s own inspection and examination of applicable lawssuch items and not on any representations of Tenant, express or implied. (iiib) free from any Subtenant represents and warrants to Tenant that Subtenant has examined and inspected, and acknowledges that Subtenant is entering into this Sublease subject to, all matters with respect to taxes, bonds, permissible uses, the Prime Lease, title, zoning, covenants, conditions and restrictions and all third party occupants other matters which in Subtenant’s judgment may bear upon the value and tenantssuitability of the Subleased Premises and the Shared Space for Subtenant’s purposes. Subtenant has and will rely solely on Subtenant’s own inspection and examination of such items and not on any representations of Tenant, express or implied. (c) Subtenant shall not commit or allow to be committed any waste or damage to the Subleased Premises, and (iv) shall not commit any waste or damage to any other portion of the Building. Subject to the Sublandlordobligations of the Landlord under the Prime Lease, Subtenant shall, at its own cost and expense, maintain the Subleased Premises in good condition and repair, ordinary wear and tear, and fire and other casualty damage excepted (other than those items which Landlord or Tenant is required to perform pursuant to the terms of the Prime Lease). If Subtenant fails to make required repairs or replacements to the Subleased Premises promptly, Tenant may, at its option, make such repairs or replacements, and Subtenant shall repay the cost thereof to the Tenant within ten (10) days following Tenant’s actual knowledgedemand therefor. In addition, Subtenant shall be solely responsible for any damage to the Building or any portion thereof caused by the negligence or willful misconduct of Subtenant, its agents, employees, invitees or contractors, and shall reimburse Tenant for the reasonable cost of any repairing any such damage within ten (10) days following Tenant’s demand therefor. (d) Subtenant, at its sole cost and expense, shall regularly remove all waste and refuse, including but not limited to biohazardous waste, from the Subleased Premises (and from the Shared Space to the extent such waste and refuse was caused, generated or permitted to be present in the Shared Space by Subtenant). Subtenant shall properly dispose of all such waste and refuse, in strict compliance with all Laws and not less frequently than the frequency with which such waste and refuse was removed from the Premises as of the date of this Sublease. On or before the expiration or earlier termination of this Sublease, Subtenant, at its sole cost and expense, will completely remove from the Subleased Premises and the Shared Space and properly dispose of, in compliance with all applicable laws required for the occupancy of Laws, all waste and refuse, including but not limited to biohazardous waste, that Tenant causes or permits to be present in, on, under or about the Subleased PremisesPremises and the Shared Space. Within 60 days Subtenant shall indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs or liabilities (including, without limitation, any sum paid in settlement of the Sublease Commencement Dateclaims, Tenant may provide Landlord with attorneys’ fees, consultant fees and expert fees) which arise as a written punch list result of items related to the Delivery Condition, such waste and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlordrefuse and Subtenant’s obligation to deliver remove such waste and refuse and to properly dispose of such waste and refuse. The foregoing indemnity shall survive the expiration or earlier termination of this Sublease. (e) Upon the Sublease Expiration Date or the earlier termination of this Sublease or Subtenant’s right to possession, as applicable, Subtenant shall surrender the Subleased Premises and the Shared Space in the Delivery Conditiongood condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date ordinary wear and acknowledges that Sublandlord tear excepted, and shall have no obligation to perform any work restoration requirements that may be required by the Prime Lease. Not less than ten (10) days prior to the Sublease Expiration Date or to make any installations in order to prepare the Subleased Premises for such earlier date on which this Sublease or Subtenant’s occupancy. Subject right to the terms set forth above, the taking of possession of the Subleased Premises by and the Shared Space is terminated, Tenant and Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, conduct a walk-through of the Subleased Premises and the Building Shared Space and shall develop a list of (i) those items on the Excluded Equipment List (as such list is defined in, and may be modified pursuant to, Section 17 hereof) that are contained within the Subleased Premises and the Shared Space that will be removed by Subtenant at Subtenant’s sole cost and expense, and (ii) any repairs to the Subleased Premises or the Shared Space that were caused by the negligence or willful misconduct of Subtenant and must be performed at Subtenant’s sole cost and expense in good connection with Subtenant’s surrender of such space. Subtenant shall remove such items and satisfactory conditionmake such all necessary repairs at Subtenant’s sole cost and expense, and Subtenant’s obligations to remove such items and to perform such repairs shall survive the expiration or earlier termination of this Sublease. If Subtenant continues in occupancy of the Subleased Premises after expiration or termination of this Sublease without the written consent of Tenant, Subtenant shall pay for the holdover period two hundred percent (200%) of the Sublease Charges payable immediately prior to the expiration or termination. No holding over by Subtenant after the term of this Sublease without the written consent of Tenant shall be construed to extend the term hereof. In the event of any unauthorized holding over, Subtenant shall indemnify Tenant against all losses, costs, and expenses, including reasonable attorneys’ fees, incurred by Tenant by reason of Subtenant’s holdover. Subtenant’s obligations hereunder shall survive the expiration or earlier termination of this Sublease.

Condition of the Subleased Premises. Subtenant represents that it has made a thorough examination and inspection of the Subleased Premises and is familiar with the condition of every part thereof. Subtenant acknowledges that it has entered into this Sublease without any representation or warranty by Sublandlord or Overlandlord, their agents, representatives, employees, servants or any other person as to the condition of the Subleased Premises. Subtenant accepts the Subleased Premises “as-is” and in the condition existing on the date of execution of this Sublease. Sublandlord shall deliver not be required to perform any work, furnish any materials or make any repairs within the Subleased Premises in preparation for Subtenant’s taking of possession of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s use or occupancy. Subject Upon the expiration or earlier termination of the Sublease, Subtenant shall have no restoration obligations relating to the terms set forth above, the taking of possession of Subtenant’s initial improvements to the Subleased Premises (but only to the extent such improvements are approved by Overlandlord and Sublandlord), subject to reasonable wear and tear and damage from casualty and condemnation; provided, however, that if Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, performs any improvements in the Subleased Premises (other than Subtenant’s initial improvements) which are approved by Overlandlord (“Subsequent Improvements”), then Subtenant shall bear any and all costs of compliance with Overlandlord’s removal or damage reimbursement surrender requirements relating to the Building were in good and satisfactory conditionSubsequent Improvements.

Condition of the Subleased Premises. Sublandlord shall deliver 16.1 Sublessee represents that it has made a thorough inspection of the Subleased Premises and is fully familiar with the condition of every part thereof. Sublessee agrees to accept possession of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises As Is” in its “as is” condition on the Sublease Commencement Date date hereof, and acknowledges that Sublandlord Sublessor shall have no obligation to perform any work or not be required to make any installations in order alterations, decorations, installations, additions, repairs or improvement of any kind whatsoever to prepare the Subleased Premises for SubtenantSublessee’s occupancy. Subject During the Term, Sublessee shall not make or suffer to the terms set forth abovebe made any alterations, the taking of possession of additions, or improvements to the Subleased Premises by Subtenant or any part thereof without complying with the provisions of the Master Lease and without obtaining the prior written consent of the Sublessor, which consent shall not be conclusive evidence as against Subtenant thatunreasonably withheld, at conditioned or delayed after Landlord consents to the time such possession was so takenalterations, the Subleased Premises and the Building were in good and satisfactory conditionadditions or improvements. SUBLESSEE ACKNOWLEDGES THAT NEITHER SUBLESSOR NOR LANDLORD HAS MADE OR WILL MAKE ANY WARRANTIES TO SUBLESSEE WITH RESPECT TO THE QUALITY OF CONSTRUCTION OF ANY OF THE LEASEHOLD IMPROVEMENTS OR THE PERSONAL PROPERTY OR TENANT FINISH WITHIN THE SUBLEASED PREMISES OR AS TO THE CONDITION OF THE SUBLEASED PREMISES, EITHER EXPRESS OR IMPLIED, AND THAT SUBLESSOR AND LANDLORD EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE SUBLEASED PREMISES ARE OR WILL BE SUITABLE FOR SUBLESSEE’S INTENDED COMMERCIAL PURPOSES.

Condition of the Subleased Premises. Sublandlord shall deliver possession of (a) On the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord Sublessor shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its then current “as is” condition on the Sublease Commencement Date condition, with all operating systems and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations equipment, including without limitation HVAC, electrical, , plumbing, lighting, filing systems, in good working order to prepare the Subleased Premises for Subtenant’s occupancyand repair. Subject to the terms set forth aboveforegoing, Sublessee represents and warrants that Sublessee has inspected the taking of possession of Subleased Premises, and has independently determined that the Subleased Premises by Subtenant are suitable for its intended uses. SUBJECT TO THE FOREGOING, SUBLESSEE ACCEPTS THE PREMISES “AS IS, WHERE IS,” WITHOUT REPRESENTATION OR WARRANTY BY SUBLESSOR, ALL OTHER REPRESENTATIONS AND WARRANTIES OF SUBLESSOR, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, HABITABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER KIND ARISING OUT OF THIS SUBLEASE AND THERE ARE AND SHALL BE NO REPRESENTATIONS OR WARRANTIES THAT EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES, IF ANY, EXPRESSLY SET FORTH IN THIS SUBLEASE. Sublessor shall not be required to make any improvements or repairs to the Subleased Premises, or to provide any Sublessee improvement or other allowance to Sublessee, except as explicitly provided herein. Based solely on the Master Landlord’s obligations in the Master Lease, and subject to all the terms and conditions set forth in the Master Lease related to providing the same, Sublessee shall be conclusive evidence as against Subtenant thatprovided with the same access, water, heat and air conditioning, that would otherwise be available to and/or enjoyed by Sublessor with respect to the Subleased Premises. (b) Notwithstanding anything to the contrary, Sublessor shall, at the time such possession was so takenits expense, repair any condition in the Subleased Premises which a governmental agency has identified in writing during twelve (12) month period after the Commencement Date violates the applicable laws, rules, building code, regulation, ordinance, or the Americans with Disabilities Act of 1990 (collectively, the “Laws”), , provided that the violation existed as of the Commencement Date and the Building were in good and satisfactory conditionwas not caused by any alteration or modifications made by Sublessee.

Condition of the Subleased Premises. Sublandlord shall deliver possession Sublessee acknowledges that as of the Commencement Date, and subject to the provisions of this Sublease, Sublessee accepts the Subleased Premises "as is", Sublessee having made all investigations and tests it has deemed necessary or desirable in order to Subtenant in establish to its own complete satisfaction the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 Sublessee accepts the Subleased Premises in their condition existing as of the Commencement Date, subject to all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the use of the Subleased Premises and any covenants or restrictions of record. Sublessee acknowledges that neither Sublessor nor Master Lessor have made any representations or warranties as to the condition of the Subleased Premises or its present or future suitability for Sublessee's purposes, except that: (A) as of the Commencement Date, excluding that portion of the Subleased Premises delivered in shell condition, Sublessor shall deliver the Subleased Premises to Sublessee with all existing building systems including plumbing, HVAC, fire sprinklers, electrical (including panels and outlets), doors (both personnel and shipping), lighting, and window coverings in good working order (floors and walls excluded). If during the initial one hundred twenty (120) days of the Sublease Commencement Dateterm, Tenant may provide Landlord Sublessee should uncover a problem with the building systems not caused by Sublessee's occupancy, Sublessee shall furnish Sublessor with written notice of said problem and Sublessor, at Sublessor's sole cost and expense, shall repair said problem in a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver timely manner; (B) the Subleased Premises shall be clear of all debris and clutter with exterior windows washed inside and out, and the parking lot and landscaping shall be in good condition and free of debris, clutter and all construction equipment; and (C) Sublessor shall use reasonable efforts to complete the Delivery Conditionreplacement of the roof membrane at Sublessor's and Master Lessor's expense. Sublessor represents that it has not received any code or non-compliance notification (including seismic and ADA) from any local, Subtenant agrees state, or federal authority that has not been corrected, and has no knowledge of any code violations. Sublessor will transfer to accept Sublessee, to the extent possible and in Sublessor's possession, any warrantees or service contracts on systems in the Subleased Premises in its “as is” condition on that the Sublessee is responsible to maintain during the term of the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory conditionSublessee.

Condition of the Subleased Premises. Sublandlord On the Commencement Date, Sublessor shall deliver possession of the Subleased Premises to Subtenant Sublessee in the following condition (the “Delivery Condition”): (i) broom clean move-in” condition, free of broom- clean, with all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to building systems and equipment serving the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenantsgood working order, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for governmental codes and regulations (including, without limitation the occupancy Americans with Disabilities Act of 1990 [“ADA”]), but otherwise in its “as-is, with all faults condition”, subject, however to the provisions of Paragraphs 14.B., 31 and 35 below. Notwithstanding anything to the contrary contained in this Sublease, Sublessor warrants that, to the best of its actual knowledge as of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord Sublessor has not received any notice, written or verbal, from any governmental authority with a written punch list of items related to jurisdiction over the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver Premises that the Subleased Premises are not in compliance with any laws, codes, ordinances or other governmental requirements then applicable to the Delivery ConditionPremises, Subtenant agrees the Building or the Project Sublessee acknowledges that, except as expressly set forth herein, neither Sublessor nor any agent of Sublessor has made any representation or warranty with respect to accept the Subleased Premises in its “as is” condition on or with respect to the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform suitability of any work or to make any installations in order to prepare part of the Subleased Premises for Subtenantthe conduct of Sublessee’s occupancybusiness. Subject Sublessee hereby accepts the Subleased Premises and Building and all improvements thereon, subject, however, to all applicable laws governing and regulating the terms set forth above, the taking of possession use of the Subleased Premises by Subtenant shall be conclusive evidence and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sublessee acknowledges that neither Sublessor nor Sublessor’s agents has made any representation or warranty as against Subtenant that, at to the time such possession was so taken, present or future suitability of the Subleased Premises for the conduct of Sublessee’s business or the uses proposed by Sublessee. Sublessor shall continue to have obligations as the tenant under the Master Lease with respect to any alterations, improvements or repairs to the Subleased Premises (other than alterations or improvements installed by Sublessee, the obligations for which shall be Sublessee’s), including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including, without limitation, the ADA); provided, however, that to the extent any of the foregoing items are the responsibility of Master Lessor under the Master Lease, Sublessor’s sole responsibilities shall be (i) to notify Master Lessor in writing of the need to perform such obligations, (ii) to use commercially reasonable efforts to cause Master Lessor to comply with such obligations, and (iii) without delay to exercise such rights and remedies under the Building were Master Lease as are available to Sublessor in good the event that Master Lessor fails to perform such obligations; provided, however, that with respect to the Subleased Premises, the foregoing responsibilities of Sublessor shall be at the sole cost and satisfactory conditionexpense of Sublessee.

Condition of the Subleased Premises. Sublandlord shall deliver possession of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition condition. Notwithstanding anything to the contrary contained in the foregoing, on the Sublease Commencement Date every system or item that is the obligation of Sublandlord to maintain and repair pursuant to the Prime Lease shall be in good working condition and repair, and if any system or item is not so delivered to Subtenant, Subtenant shall so notify Sublandlord and Sublandlord shall repair the item at no cost to Subtenant. If Subtenant notifies Sublandlord of a need for repair of any system or item that is the obligation of Prime Landlord to maintain and repair pursuant to the Prime Lease, Subtenant shall so notify Sublandlord and Sublandlord shall notify the Prime Landlord to initiate repairs to bring such condition into good working condition and repair. Sublandlord shall deliver the Subleased Premises to Subtenant in clean condition. Subtenant acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the Subtenant’s taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time subject to Sublandlord’s obligations set forth in this Paragraph, as of such possession was so taken, date the Subleased Premises and the relevant portions of the Building were in good and satisfactory conditionthe condition required by this Paragraph.

Condition of the Subleased Premises. Sublandlord shall deliver possession of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition condition. Notwithstanding anything to the contrary contained in the foregoing, on the Sublease Commencement Date every system or item that is the obligation of Sublandlord to maintain and repair pursuant to Section 8.2(a) of the Prime Lease shall be in good working condition and repair, and if any system or item is not so delivered to Subtenant, Subtenant shall so notify Sublandlord and Sublandlord shall repair the item at no cost to Subtenant. If Subtenant notifies Sublandlord of a need for repair of any system or item that is the obligation of Prime Landlord to maintain and repair pursuant to Section 8.1 of the Prime Lease, Subtenant shall so notify Sublandlord and Sublandlord shall notify the Prime Landlord to initiate repairs to bring such condition into good working condition and repair. Sublandlord shall deliver the Subleased Premises to Subtenant in clean condition with the carpets professionally cleaned and walls patched and touch-up painted. Subtenant acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the Subtenant’s taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time subject to Sublandlord’s obligations set forth in this Paragraph, as of such possession was so taken, date the Subleased Premises and the relevant portions of the Building were in good and satisfactory conditionthe condition required by this Paragraph.

Condition of the Subleased Premises. Sublandlord shall deliver During the 15-day period following notice of substantial completion of the Leasehold Improvements given to Sublessee by Sublessor, Sublessee's Representative will conduct a walk-through inspection of the Subleased Premises with Sublessor's Representative and prepare a punch-list of items needing additional work by Sublessor. Other than the items specified in the punchlist and subject to latent defects discovered by Sublessee and Sublessor within the first twelve (12) months after the Commencement Date, by taking possession of the Subleased Premises Sublessee will be deemed to Subtenant have accepted the Subleased Premises in their "as is" condition on the following condition (date of delivery of possession and to have acknowledged that Sublessor has installed the “Delivery Condition”): (i) broom clean conditionLeasehold Improvements as required by this Construction Agreement in accordance with the Final Plans, free of all personal propertyand that there are no items needing additional work or repair. Provided, (ii) free of Hazardous Materials introduced by Sublandlord however, the punchlist will not include any damage to the Subleased Premises caused by Sublessee's move-in violation of applicable laws, (iii) free from or early access. Damage caused by Sublessee will be repaired or corrected by Sublessor at Sublessee's expense. Sublessee acknowledges that neither Sublessor nor its agents or employees have made any and all third party occupants and tenants, and (iv) representations or warranties as to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy suitability or fitness of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject the conduct of Sublessee's contemplated use or for any other purpose, nor has Sublessor or its agents or employees agreed to the terms set forth above, the taking of possession of undertake any alterations or construct any improvements to the Subleased Premises by Subtenant shall except as expressly provided in the Sublease and this Construction Agreement. If Sublessee fails to submit a punch-list to Sublessor within 30 days of the date of the walk-through inspection, it will be conclusive evidence deemed that there are no items needing additional work or repair. Sublessor's contractor will complete all reasonable punchlist items as against Subtenant that, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory conditionsoon as reasonably practicable after receiving Sublessee's punch-list.

Condition of the Subleased Premises. Sublandlord shall deliver Except for Sublandlord's Work (as defined below), Subtenant acknowledges that Subtenant will accept possession of the Subleased Premises to Subtenant Premised in the following condition (the “Delivery Condition”): (i) broom clean their as-is condition, free and that, as except as expressly provided herein, Sublandlord has made no representations or warranties concerning the condition of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Building or the Subleased Premises in violation or their fitness for Subtenant's purposes. Promptly following the full execution and delivery of applicable lawsthis Sublease, Master Landlord's consent to this Sublease (iii) free from any and all third party occupants and tenantsSublandlord's Work, if applicable), and receipt of any necessary permits therefor, Sublandlord will commence the work described in Exhibit B attached hereto (iv"Sublandlord's Work") and shall thereafter diligently prosecute Sublandlord's Work to the completion. Subtenant acknowledges that Sublandlord will be performing Sublandlord’s actual knowledge, in compliance with all applicable laws required for the 's Work during Subtenant's occupancy of the Subleased Premises. Within 60 days Premises and that Sublandlord's Work will not constitute a constructive eviction, entitle Subtenant to an abatement of rent or extend the Sublease Commencement Date, Tenant may provide Landlord with nor shall Sublandlord be liable to Subtenant for any injury to persons or Subtenant's property or business as a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession result of the Subleased Premises performance of Sublandlord's Work; provided however, Sublandlord will exercise commercially reasonable efforts to minimize any disruption to Subtenant's business caused by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, the Subleased Premises and the Building were in good and satisfactory conditionSublandlord's Work.

Condition of the Subleased Premises. Sublandlord On the Commencement Date, Sublessor ----------------------------------- shall deliver possession the Subleased Premises to Sublessee in broom-clean condition, but otherwise in its "as-is, where-is with all faults" condition. Notwithstanding the foregoing, on or before the Commencement Date Sublessor shall perform the following in the Subleased Premises at no cost to Sublessee: (i) repaint the Subleased Premises; and (ii) replace carpet where the carpet has been damaged or worn, as determined in Sublessor's reasonable judgment ("Sublessor's Work"). The Sublessor's Work is more particularly described on Exhibit B attached hereto and incorporated by reference herein. Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made any representation or warranty with respect to the Subleased Premises (except as provided for in Paragraph 7 and Paragraph 35 hereof) or with respect to the suitability of any part of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy conduct of the Subleased PremisesSublessee's business. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, Sublessee hereby accepts the Subleased Premises and the Building were Building, Property and Outside Areas (all as defined in good the Master Lease), and satisfactory conditionall improvements thereon, subject to all applicable laws governing and regulating the use of the Subleased Premises, and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sublessee acknowledges that neither Sublessor nor Sublessor's agents has made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee's business or the uses proposed by Sublessee. Except for the Sublessor's Work and any work associated with a failure of Sublessor's representations and warranties in Section 35 of this Sublease to be true and accurate, Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including, without limitation, the Americans with Disabilities Act of 1990); provided, however, that to the extent any of the foregoing items are the responsibility of Master Lessor under the Master Lease, Sublessor's sole responsibility shall be to use commercially reasonable efforts (without requiring Sublessor to spend more than a nominal sum) to cause Master Lessor to comply with such obligations.

Condition of the Subleased Premises. Sublandlord Sublessor shall deliver possession the Subleased Premises to Sublessee on the Commencement Date clean and free of debris, Hazardous Materials that are the result of Tenant’s Hazardous Materials Activities as defined in the Master Lease, and all other subtenants and occupants. Sublessor warrants to Sublessee that the roof, plumbing, fire sprinkler system, lighting; heating, ventilation and air conditioning systems, elevator and electrical systems in the Subleased Premises, shall be in good operating condition on the Commencement Date (and any costs incurred by or charged to Sublessor to put such systems into such condition as of the Commencement Date shall be paid by Sublessor and not passed on to Sublessee as Additional Rent hereunder or otherwise) and that to Sublessor’s knowledge, without any duty to investigate, free and clear of Hazardous Materials. In the event of a non-compliance with such warranty, Sublessor shall promptly after receipt of written notice from Sublessee setting forth the nature and extent of such non-compliance, rectify same at Sublessor’s cost and expense for up to 120 days after the Commencement Date. Thereafter, the above warranty is deemed fulfilled and of no further force or effect. Sublessee’s acceptance of the Subleased Premises shall be subject to Subtenant in the foregoing and to the following condition (provisions of this Section regarding delivery of possession. Sublessee acknowledges that as of the “Delivery Condition”): (i) broom clean conditionCommencement Date, free of all personal propertySublessee shall have inspected the Subleased Premises, (ii) free of Hazardous Materials introduced and every part thereof, and by Sublandlord taking possession shall have acknowledged that, subject to the foregoing, the Subleased Premises is in violation good condition and without need of applicable laws, (iii) free from any and all third party occupants and tenantsrepair, and (iv) Sublessee accepts the Subleased Premises “as is”, Sublessee having made all investigations and tests it has deemed necessary or desirable in order to establish to its own complete satisfaction the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy condition of the Subleased Premises. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related Subject to the Delivery Conditionforegoing, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver Sublessee accepts the Subleased Premises in their condition existing as of the Delivery ConditionCommencement Date, Subtenant agrees subject to accept all applicable zoning, municipal, county and state laws, ordinances, and regulations governing and regulating the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession use of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant and any covenants or restrictions of record. Sublessee acknowledges that, at subject to the time such possession was so takenforegoing, neither Sublessor nor Master Lessor have made any representations or warranties as to the condition of the Subleased Premises and the Building were in good and satisfactory conditionor its present or future suitability for Sublessee’s purposes.

Condition of the Subleased Premises. Sublandlord On the Commencement Date, Sublessor shall deliver possession the Subleased Premises to Sublessee in broom-clean condition, but otherwise in its “as-is, where-is with all faults” condition. Notwithstanding the foregoing, on or before the Commencement Date Sublessor shall perform the following in the Subleased Premises at no cost to Sublessee: (i) repaint the Subleased Premises; and (ii) replace carpet where the carpet has been damaged or worn, as determined in Sublessor’s reasonable judgment (“Sublessor’s Work”). The Sublessor’s Work is more particularly described on Exhibit B attached hereto and incorporated by reference herein. Sublessee acknowledges that neither Sublessor nor any agent of Sublessor has made any representation or warranty with respect to the Subleased Premises (except as provided for in Paragraph 7 and Paragraph 35 hereof) or with respect to the suitability of any part of the Subleased Premises to Subtenant in the following condition (the “Delivery Condition”): (i) broom clean condition, free of all personal property, (ii) free of Hazardous Materials introduced by Sublandlord to the Subleased Premises in violation of applicable laws, (iii) free from any and all third party occupants and tenants, and (iv) to the Sublandlord’s actual knowledge, in compliance with all applicable laws required for the occupancy conduct of the Subleased PremisesSublessee’s business. Within 60 days of the Sublease Commencement Date, Tenant may provide Landlord with a written punch list of items related to the Delivery Condition, and Sublandlord shall diligently complete all punch list items of which it is notified as provided above. Except for Sublandlord’s obligation to deliver the Subleased Premises in the Delivery Condition, Subtenant agrees to accept the Subleased Premises in its “as is” condition on the Sublease Commencement Date and acknowledges that Sublandlord shall have no obligation to perform any work or to make any installations in order to prepare the Subleased Premises for Subtenant’s occupancy. Subject to the terms set forth above, the taking of possession of the Subleased Premises by Subtenant shall be conclusive evidence as against Subtenant that, at the time such possession was so taken, Sublessee hereby accepts the Subleased Premises and the Building were Building, Property and Outside Areas (all as defined in good the Master Lease), and satisfactory conditionall improvements thereon, subject to all applicable laws governing and regulating the use of the Subleased Premises, and any covenants or restrictions of record, and accepts this Sublease subject to all of the foregoing and to all matters disclosed in this Sublease. Sublessee acknowledges that neither Sublessor nor Sublessor’s agents has made any representation or warranty as to the present or future suitability of the Subleased Premises for the conduct of Sublessee’s business or the uses proposed by Sublessee. Except for the Sublessor’s Work and any work associated with a failure of Sublessor’s representations and warranties in Section 35 of this Sublease to be true and accurate, Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to comply with any law, regulation, building code or ordinance (including, without limitation, the Americans with Disabilities Act of 1990); provided, however, that to the extent any of the foregoing items are the responsibility of Master Lessor under the Master Lease, Sublessor’s sole responsibility shall be to use commercially reasonable efforts (without requiring Sublessor to spend more than a nominal sum) to cause Master Lessor to comply with such obligations.