Common use of Condition Clause in Contracts

Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereof.

Condition. Tenant has inspected 20.1 This Offer to Lease and the agreement constituted by Landlord’s acceptance thereof shall be subject to and conditional upon: (a) receipt by Landlord within 7 months after the Design Agreement Date of all necessary municipal and governmental approvals for construction of the Building and the proposed occupation and use of the Premises and agrees by Tenant. Such date: (i) may be extended by Landlord acting reasonably provided Landlord has complied with the provisions of Section 10.1 (b) herein; (ii) will be extended if Landlord has obtained a development permit and the extension will allow completion of building permit drawings to accept possession obtain a building permit; (iii) may be extended by the Tenant for an additional 90 days if it is reasonable to expect that the required approvals will be obtained within such 90 days provided that the Landlord complies with the provisions of Section 10.1(b); (b) the Landlord obtaining the approval of its Board of Directors within 30 days after execution of this Offer to Lease by the parties. The foregoing conditions (a) and (b) are for the sole benefit of Landlord and may be waived or removed by Landlord providing written notice to that effect to Tenant at any time on or before the specified or extended date. PROVIDED HOWEVER that if such conditions are not so waived or removed, this Offer to Lease and the agreement constituted by Landlord’s acceptance thereof shall become null and void and Tenant shall have no claim whatsoever against Landlord save immediate return of the Premises Deposit without set-off or deduction except for such sum owing by Tenant or other sums owing by Landlord as outlined in the “as is” condition existing on provisions of Section 8.2 herein. 20.2 In the event that the 7 month period referred to in Section 20.1 herein is extended under the foregoing provisions, all other dates in this Agreement that fall after such date (including the Commencement Date, (except with respect ) shall be postponed by the number of days that have elapsed from the expiration of the 7 month period to the 1270 Space, which shall be date when the Landlord receives the necessary approvals in order to allow for performance by the “as is” condition existing on the date possession parties of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth their obligations herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereof.

Condition. Tenant has inspected the Premises 3.1 The sale and agrees (i) to accept possession purchase of the Premises in Shares pursuant to this Agreement is conditional upon the “as is” condition existing on Resolutions being duly passed at the Commencement DateGeneral Meeting. 3.2 The Travelport Guarantor shall, (except with respect pursuant to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)the Audit Engagement Letter, (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect instruct the Sellers’ Accountants to deliver the Audit Deliverables, and the Travelport Guarantor and the Kuoni Guarantor shall, pursuant to the Premises or terms of the Buildings except as expressly set forth hereinJoint Engagement Letter, jointly instruct the Sellers’ Accountants to deliver the Comfort Letters and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements the Travelport Guarantor shall deliver to the Premises Kuoni Guarantor the Reconciliation Statement, in each case, to prepare the Premises Travelport Guarantor and the Kuoni Guarantor at their respective addresses for Tenant’s occupancyservice (as provided for in clause 23 (Notices)) as soon as reasonably practicable following the date of this Agreement and in any event by no later than 5.30 pm CET on 25 March 2011. Save as provided for in clause 3.4, except there shall be no liability for any Party in respect of the failure of the Sellers’ Accountants to comply with these instructions. 3.3 Provided that Landlord shall, at Tenant’s expense, there is no Material Variance and subject to the fiduciary duties of its board of directors, the Kuoni Guarantor shall: (i) procure that its board of directors will post or procure the posting on a timely basis of an invitation (which invitation shall include the Board Recommendation) to the shareholders of the Kuoni Guarantor to convene the General Meeting for the purposes of: (a) passing the Resolutions; and (b) transacting such other terms business as is to be transacted at the annual general meeting of the Kuoni Guarantor; (ii) take all steps necessary and within its control to ensure that the Resolutions are passed at the General Meeting and, from the date hereof until the earlier of the Long Stop Date and the time when the shareholder vote in respect of the Resolutions at the General Meeting actually takes place, the Kuoni Guarantor shall: (a) procure that no member of the Purchasers’ Group nor any of their respective directors, officers or agents, nor any senior executive employees (the “Primary Persons”) takes; and (b) instruct those advisers who have been engaged by any member of the Purchasers’ Group to advise on the Transaction or the financing thereof (the “Secondary Persons”) not to take, any action or omit to take any action that, in any such case, is reasonably likely to influence any shareholder of the Kuoni Guarantor to vote otherwise than in favour of the Resolutions at the General Meeting. In particular, but without prejudice to the generality of the foregoing, the Kuoni Guarantor undertakes to procure that none of the Primary Persons shall and to instruct the Secondary Persons not to (directly or indirectly through one or more persons): (c) recommend to any shareholder of the Kuoni Guarantor to vote otherwise than in favour of the Resolutions at the General Meeting; or (d) encourage any shareholder of the Kuoni Guarantor to vote otherwise than in favour of the Resolutions; or (e) otherwise seek to influence any shareholder voting otherwise than in favour of the Resolutions, it being acknowledged that the Kuoni Guarantor shall not have any liability in respect of any failure by any Secondary Person to accept or comply with any such instruction. 3.4 If the Deliverables are delivered: (i) on or prior to 29 March 2011, there shall be no adjustment to the Consideration under this clause 3.4; (ii) on 30 March 2011, but Completion nevertheless takes place, the Consideration shall be reduced by $3,500,000; or (iii) on or following 31 March 2011, but Completion nevertheless takes place, the Consideration shall be reduced by US$7,000,000. 3.5 Subject always to the fiduciary duties of its board of directors, the Kuoni Guarantor shall not take or cause to be taken any action which could reasonably be expected to delay or prevent Completion. 3.6 If the Condition is not satisfied or fulfilled on or before 5.00pm GMT on the Long Stop Date, then this Agreement shall terminate and the Kuoni Guarantor shall (otherwise than in the circumstances described in clauses 3.4(iii) or if there is a Material Variance) pay to the Sellers in immediately available funds by electronic funds transfer to the Sellers’ Bank Account (i) US$7 million as a break fee and (ii) US$2 million to be applied towards retention bonus payments to be made to Group employees. 3.7 If this Agreement terminates in accordance with clause 3.6, the obligations of the Parties under this Agreement shall end (except for the provisions of this Leaseclause 3.7 and clauses 1 (Interpretation), cooperate with Tenant in connection with Tenant’s bringing any required utilities to 23 (Notices), 24 (Announcements), 25 (Confidentiality), 26 (Costs and expenses), 30 (Governing Law) and 31 (Jurisdiction)) but (for the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy avoidance of doubt) all rights and liabilities of the Music Hall and Retail Space #1Parties which have accrued before termination shall continue to exist. 3.8 The Kuoni Guarantor shall give the Sellers written notice of the satisfaction of the Condition set out in clause 3.1 as promptly as practicable following satisfaction of such Condition, and Tenant’s taking possession of in any part of event within 1 (one) Business Day thereof. 3.9 Prior to Completion (subject to compliance by the 1270 Space or Purchasers with their obligations hereunder), the 50 Rock Space Sellers shall be conclusive evidence, procure that the Group Companies shall continue to provide reasonable access to their premises and books and records during normal business hours so as against Tenant, that (A) Tenant has accepted possession of to enable the Premises in their then current condition and (B) Sellers’ Accountants to produce the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofAudited Accounts.

Condition. Tenant has inspected Sublandlord represents and warrants that (a) the existing heating, ventilating and air conditioning system (“HVAC”), electrical and mechanical systems and plumbing in or serving the Subleased Premises (and agrees (i) to accept possession not those of the Premises Building) shall be in the “as is” good operating condition existing on the Commencement Start Date, (except with respect b) to the 1270 SpaceSublandlord’s knowledge, which shall be in the “as is” condition existing on the date possession Subleased Premises are free of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth hereinHazardous Materials, and (iiic) Landlord has as of the Start Date, the Subleased Premises shall be vacant and available for occupancy by Subtenant, and no obligation other party shall have any right to perform occupy the Subleased Premises. If a non-compliance with any workwarranty set forth above exists as of the Start Date or if one of the above stated building systems or elements thereof, supply or any materialsof them, incur should malfunction, fail or require repair, and Subtenant notifies Sublandlord in writing of such malfunction, failure or need for repair within ninety (90) days following the Start Date (provided that such non-compliance, malfunction or need for repair is not caused by the negligence or willful misconduct of Subtenant and/or any expense of Subtenant’s affiliates, partners, employees, agents or make any alterations invitees, or improvements to the Premises to prepare the Premises for Tenant’s occupancybreach of this Sublease by Subtenant), except that Landlord Sublandlord shall, at TenantSublandlord’s sole cost and expense, promptly after receipt of written notice from Subtenant setting forth with specificity the nature and subject to extent of such non-compliance, malfunction, failure or need for repair, rectify the other terms of this Leasesame, cooperate with Tenant in connection with Tenant’s bringing any required utilities to or, if responsibility for a particular item is the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy responsibility of the Music Hall and Retail Space #1Master Landlord, and Tenant’s taking possession of any part of Sublandlord shall use commercially reasonable efforts to cause Master Landlord to rectify the 1270 Space same, at no cost or charge to Subtenant. Except for the 50 Rock Space foregoing, Sublandlord shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of deliver the Subleased Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1“AS IS, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofWHERE IS” condition.

Condition. Tenant has inspected THE PREMISES IS BEING DELIVERED TO LESSEE IN AS IS, WHERE IS CONDITION, AND LESSOR IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES AS TO THE HABITABILITY OF THE PREMISES OR THE SUITABILITY OF THE PREMISES GENERALLY OR FOR ANY PARTICULAR PURPOSE. Lessee acknowledges that Lessee is a former owner and continuing lessee of the Premises, and, as such, is familiar with the condition of the Premises and agrees (i) to accept possession the property on which the Premises are situated. Without limitation of the foregoing, Lessor makes no warranty concerning the condition of the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, if any ("BASE BUILDING SYSTEMS"), nor regarding the structural elements of the roof, bearing walls and foundation of any buildings on the Premises ("BASE BUILDING STRUCTURE") (the Base Building Systems and the Base Building Structure, collectively, the "BUILDING"). Except as expressly provided in this Lease, the “failure of any of the Base Building Systems, Base Building Structure or the HVAC as is” a result of any condition existing on that exists as of the Commencement Date, (except with respect or resulting from any condition that exists as of the Commencement Date shall not constitute a breach or default by Lessor hereunder, nor give rise to the 1270 Spaceany right of Lessee to not pay Rent or terminate this Lease, which but rather Lessee shall be in solely responsible for the “as is” condition existing on repair and restoration of the date possession same to good, operable and useable condition, except for any repairs or restoration attributable to (i) the gross negligence or willful misconduct of such space is delivered Lessor or any occupant of the Premises prior to Tenant in accordance with Lessee's occupancy of the terms of this Lease), Premises or (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to latent defects in the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available actually known to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space Lessee or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required would not have been discovered by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofLessee with reasonable diligence.

Condition. Tenant has inspected ▇▇▇▇▇▇ acknowledges and agrees that the Premises is and agrees (i) will be leased by Landlord to accept possession of the Premises Tenant in the its present “as is, where is and with all faults” condition existing on the Commencement Datecondition, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) and that neither Landlord nor Landlord’s agents have made any makes absolutely no representations or warranties whatsoever with respect to the Premises or the Buildings except as expressly set forth hereincondition of the Premises. Tenant acknowledges that Landlord has not investigated and does not warrant or represent to Tenant that the Premises are fit for the purposes intended by Tenant or for any other purpose or purposes whatsoever, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to Tenant acknowledges that the Premises are to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject be leased to the other terms of this Lease, cooperate with Tenant in connection their existing condition, i.e., “as- is, where is and with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy all faults” on and as of the Music Hall Possession Date. Tenant acknowledges that Tenant will be solely responsible for any and Retail Space #1all actions, repairs, permits, approvals and Tenant’s taking possession of any part of costs required for the 1270 Space or the 50 Rock Space shall be conclusive evidencerehabilitation, as against Tenantrenovation, that (A) Tenant has accepted possession use, occupancy and operation of the Premises in their then current condition accordance with applicable governmental requirements, including, without limitation, all governmental charges and fees, if any, which may be due or payable to applicable authorities. ▇▇▇▇▇▇ agrees that, by leasing the Premises, Tenant warrants and represents that Tenant has examined and approved all things concerning the Premises which Tenant deems material to Tenant’s leasing and use of the Premises. ▇▇▇▇▇▇ further acknowledges and agrees that (a) neither Landlord nor any agent of Landlord has made any representation or warranty, express or implied, concerning the Premises or which have induced Tenant to execute this Lease except as contained in this Lease, and (Bb) the Premises any other representations and warranties are in a good and satisfactory condition as required expressly disclaimed by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofLandlord.

Condition. Tenant is in possession and occupancy of the Current Premises as of the Effective Date. Tenant agrees and warrants that it has inspected the condition of the Current Premises and agrees (i) to accept possession Expansion Premises, and the suitability of the Premises in same for Tenant’s purposes, and ▇▇▇▇▇▇ does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder (and/or under the “as is” Lease) should be reduced or limited because of the condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered Current Premises and/or Expansion Premises, and/or the suitability of the same for Tenant’s purposes. Tenant further agrees and acknowledges that, except for Landlord’s obligation to Tenant disburse, in accordance with the terms and conditions of this Leasethe Work Letter Agreement attached as Exhibit C hereto (“Work Letter”), (iiA) the Expansion Premises Allowance (as defined in the Work Letter) with respect to the Expansion Premises and (B) the Current Premises Allowance with respect to the Current Premises, Landlord has no obligation to alter, improve or refurbish (and/or cause the alteration, improvement and/or refurbishment of) the Current Premises and/or Expansion Premises for Tenant’s use or benefit, and/or provide an allowance for such purpose, the Current Premises and Expansion Premises shall be accepted by Tenant in “as-is condition,” “with all faults,” and “without any representations or warranties.” Tenant acknowledges that neither Landlord nor Landlord’s agents have any agent nor any employee of Landlord has made any representations or warranties with respect to the Current Premises, Expansion Premises and/or the Project or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements with respect to the Premises to prepare suitability of the Premises same for Tenantthe conduct of ▇▇▇▇▇▇’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Spacebusiness. Tenant▇▇▇▇▇▇’s continued occupancy and possession of the Music Hall and Retail Space #1Current Premises, and Tenant’s taking of possession of any part of the 1270 Space or Expansion Premises, shall conclusively establish that the 50 Rock Space shall be conclusive evidenceCurrent Premises, as against TenantExpansion Premises and the Project were at such time in satisfactory condition. Notwithstanding the foregoing, that (A) Tenant has accepted possession Landlord warrants and represents that, as of the Effective Date, Landlord has not received written notice from any governmental agency (and Landlord does not otherwise have actual knowledge, without any duty of investigation or inquiry) that the Expansion Premises (or any portion thereof) are in their violation of (i) building codes (including seismic codes) and/or (ii) the Americans with Disabilities Act of 1990 (as amended) (“ADA”) (in all cases, as then current condition locally enforced and interpreted) to the extent relating to the original construction (or subsequent alteration prior to the Effective Date) of the Expansion Premises (if applicable, any such existing violations of the building codes and/or ADA being “Existing Expansion Premises Violations”) and (B) if any Existing Expansion Premises Violations exist as of the Effective Date, as Tenant’s sole and exclusive remedy, Landlord shall be responsible, at Landlord’s sole cost and expense, for correcting any such Existing Expansion Premises are Violations (in all cases (i) without regard to Tenant’s particular use of the Expansion Premises and/or alterations, additions and/or improvements and (ii) subject to any “grandfathered” rights); provided, however, ▇▇▇▇▇▇’s right to enforce Landlord’s obligation to perform (or cause to be performed) any work relating to Existing Expansion Premises Violations shall be limited to circumstances in which non-compliance would (a) impair the safety of Tenant’s employees or create a health hazard for Tenant’s employees, (b) materially impair Tenant’s use and occupancy of, or access to, the Expansion Premises (or any material portion thereof) for typical and customary general office purposes, and/or (c) impose liability upon Tenant under applicable law. Notwithstanding the foregoing, (1) Landlord shall have the right to promptly and diligently contest the need to perform any code compliance work in good faith, including, without limitation, the right to apply for and satisfactory condition obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by applicable law (collectively, the “Landlord Appeal Right(s)”) and (2) after exhausting any such Landlord Appeal Right(s), Landlord shall perform any work necessary to comply with any final order or judgment as required by this Leasesoon as reasonably practicable thereafter. With respect to Retail Space #1, Tenant hereby agrees and acknowledges that it will be required to replace the HVAC system serving (i) for purposes hereof, “building codes” shall in no event include any requirements imposed by “Title 24” laws and regulations and (ii) compliance with any and all such space from “Title 24” laws and after the Execution Date because the equipment currently serving such space and located in the 1270 Space regulations shall be disconnected performed by ▇▇▇▇▇▇, at ▇▇▇▇▇▇’s sole cost and no longer in serviceexpense (subject to the availability of the Expansion Premises Allowance). Nothing contained herein set forth in this Section 3(a) shall be deemed to relieve Landlord from any express repair, maintenance and replacement obligations on the part of its obligations during the Term Landlord to be performed under Article 7 hereofthe Lease.

Condition. Tenant has visually inspected the Premises and agrees (ia) to accept possession of the Premises in vacant condition, free of other tenants and occupants and in all other respects in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be Date in the its “as is,” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein“where is” condition, and (iiib) that except for Landlord’s Work and Landlord’s Contribution (as hereinafter defined), Landlord has no obligation to perform any other work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except ; provided that Landlord shall, at Tenantthe foregoing shall not diminish or detract from Landlord’s expense, ongoing repair and subject to the other terms of maintenance obligations expressly set forth in this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy commencement of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of Work (as hereinafter defined) in the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, that (A) Tenant ▇▇▇▇▇▇ has accepted possession of the Premises in their its then current condition and (B) at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease, excepting only the Substantial Completion of Landlord’s Work (each as hereinafter defined). With respect Landlord hereby warrants to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space Landlord’s Work shall be disconnected free from defects in material and no longer in serviceworkmanship (“Landlord’s Warranty”). Nothing contained herein Tenant shall be deemed to relieve have waived any breach of Landlord’s Warranty unless Tenant gives Landlord written notice of its such breach on or before the date that is twelve (12) months after the Substantial Completion of Landlord’s Work; provided, however, that the foregoing shall not diminish or affect any repair, maintenance and/or replacement obligations during of Landlord under the Term under Article 7 hereofLease.

Condition. Tenant has inspected examined the Premises and, subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof, agrees (i) to accept possession of the Premises in the their “as is” condition existing on the Commencement Date, (except Effective Date with respect the exception of all latent defects not readily observable to the 1270 Spacenaked eye (“Latent Defects”), which shall be in so long as Tenant discloses the existence of any such Latent Defects to Landlord by written notice (the “as is” condition existing Latent Defects Notice”) received by Landlord on the earlier to occur of (x) that date possession which is no later than thirty (30) days after Tenant’s discovery of any such space is delivered to Tenant in accordance with Latent Defect, or (y) the terms date of this LeaseSubstantial Completion of Tenant’s Initial Alterations (the “Latent Defects Notice Date”), (ii) that neither Landlord nor and subject to Landlord’s agents ongoing maintenance and repair obligations pursuant to Section 6.1 hereof, Landlord shall have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense expenses, make any contribution or make any alterations or improvements to the Premises installations in order to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant or in connection with Tenant’s bringing occupancy or repair any required utilities Latent Defects after the Latent Defects Notice Date, unless Landlord timely receives the Latent Defect Notice and Landlord’s obligations with respect to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Latent Defects shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted strictly limited to those Latent Defects set forth in the Latent Defects Notice. The taking of possession of the Premises in their then current condition and (B) by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises are were in a good and satisfactory condition as required by this Lease. With condition, except with respect to Retail Space #1any Latent Defects discovered prior to the Latent Defects Notice Date. Notwithstanding anything contained in this Lease to the contrary, Landlord, as of the date hereof and as of the Commencement Date (unless otherwise noted in this Section 5.1), represents and warrants to Tenant acknowledges that it will that: (i) Landlord is the lawful owner of the fee interest of the Building and the Real Property; (ii) Landlord possesses the authority to enter into this Lease and be required bound by the terms and provisions hereof; (iii) there are no pending, and to replace the HVAC system serving such space best of Landlord’s knowledge and belief, threatened lawsuits, proceedings or legal actions which would prevent Landlord from entering into this Lease or from performing any of its obligations or duties hereunder; and after the Execution Date because the equipment currently serving such space and (iv) there are no Hazardous Materials located in the 1270 Space Premises (which have not been encapsulated or abated). Anything contained in this Lease to the contrary notwithstanding, Landlord, at Landlord’s sole cost and expense, shall be disconnected perform certain renovations in and no longer to the western portion of the Building’s third (3rd) floor common corridor (the “Hallway Renovations”), which Hallway Renovations are described in serviceExhibit E annexed hereto and hereby made a part hereof. Nothing contained herein Landlord shall be deemed commence the Hallway Renovations on or before October 15, 2010 and shall use Landlord’s reasonable diligence to relieve Landlord of its obligations during substantially complete the Term under Article 7 hereofHallway Renovations on or before the Commencement Date.

Condition. Tenant has inspected examined the Premises and, except as expressly set forth in this Section 5.1 and subject to Landlord’s ongoing maintenance and repair obligations pursuant to Section 6.1 hereof, agrees (i) to accept possession of the Premises in the their “as is” condition existing on the Commencement Date, (except Effective Date with respect the exception of all latent defects not readily observable to the 1270 Spacenaked eye (“Latent Defects”), which shall be in so long as Tenant discloses the existence of any such Latent Defects to Landlord by written notice (the “as is” condition existing Latent Defects Notice”) received by Landlord on the earlier to occur of (x) that date possession which is no later than thirty (30) days after Tenant’s discovery of any such space is delivered to Tenant in accordance with Latent Defect, or (y) the terms date of this LeaseSubstantial Completion of Tenant’s Initial Alterations (the “Latent Defects Notice Date”), (ii) that neither Landlord nor and subject to Landlord’s agents ongoing maintenance and repair obligations pursuant to Section 6.1 hereof. Landlord shall have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense expenses, make any contribution or make any alterations or improvements to the Premises installations in order to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant or in connection with Tenant’s bringing occupancy or repair any required utilities Latent Defects after the Latent Defects Notice Date, unless Landlord timely receives the Latent Defect Notice and Landlord’s obligations with respect to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Latent Defects shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted strictly limited to those Latent Defects set forth in the Latent Defects Notice. The taking of possession of the Premises in their then current condition and (B) by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the Premises are were in a good and satisfactory condition as required by this Lease. With condition, except with respect to Retail Space #1any Latent Defects discovered prior to the Latent Defects Notice Date. Notwithstanding anything contained in this Lease to the contrary, Landlord, as of the date hereof and as of the Commencement Date (unless otherwise noted in this Section 5.1), represents and warrants to Tenant acknowledges that it will that: (i) Landlord is the lawful owner of the fee interest of the Building and the Real Property; (ii) Landlord possesses the authority to enter into this Lease and be required bound by the terms and provisions hereof; (iii) there are no pending, and to replace the HVAC system serving such space best of Landlord’s knowledge and belief, threatened lawsuits, proceedings or legal actions which would prevent Landlord from entering into this Lease or from performing any of its obligations or duties hereunder; and after the Execution Date because the equipment currently serving such space and (iv) there are no Hazardous Materials located in the 1270 Space Premises (which have not been encapsulated or abated). Anything contained in this Lease to the contrary notwithstanding, Landlord, at Landlord’s sole cost and expense, shall furnish and install electrical service and main feeders to the Premises with electrical capacity equal to eight (8) ▇▇▇▇▇ per usable square foot, at 277/480 volt 3 phase 4 wire, which service shall include, without limitation, (i) installation of meter modules and (ii) installation of one single 200 amp meter socket with 200-amp 3 pole pull outs. Tenant shall be disconnected responsible to establish an electrical account directly with public utility and no longer in servicehave meter installed pursuant to Section 10.1 below. Nothing contained herein Tenant, at Tenant’s sole cost and expense, shall be deemed responsible for wiring and distribution within the Premises. Landlord shall commence such work within ten (10) business days after the Effective Date and shall use Landlord’s reasonable diligence to relieve Landlord of its obligations during the Term under Article 7 hereofsubstantially complete such work on or before January 14, 2011.

Condition. Tenant has inspected the Premises and agrees (i) to accept Lessee shall continue in possession of the Demised Premises (as reduced hereby) in the its “as is” condition as of November 1, 2015, subject to Lessor’s obligations under the Lease, such as with respect to repair and maintenance of the Building and performing its obligations under the Lease with respect to legal compliance. Lessee shall perform improvements to the Demised Premises (as reduced hereby) on the terms and subject to the conditions set forth in Exhibit ▇. ▇▇▇▇▇▇ is under no obligation to make any Alterations in or to the Demised Premises (as reduced hereby) or the Building; provided, however, that Lessor agrees to construct a multi-tenant elevator lobby and (subject to Exhibit B) common corridor on the seventh (7th) floor of the Building in a manner substantially similar to the Building standard finishes used in the recently renovated multi-tenant elevator lobby and common corridor existing on the Commencement Date, fourth (except 4th) floor of the Building as of the date of this Lease (“Lessor’s Work”). Lessor shall promptly commence Lessor’s Work after Lessee’s Plans (as defined in Exhibit B) with respect to the 1270 SpaceRe-Included Space are developed to a degree that permits Lessor to determine whether or not Lessor’s Work will include non-cosmetic Alterations, which and thereafter diligently pursue the same to completion. Lessor and Lessee shall reasonably cooperate with each other to avoid interference if Lessor’s Work and the Leasehold Improvements are being performed simultaneously. If Lessor’s Work includes non-cosmetic Alterations, and Lessor’s failure to perform the same prevents Lessee from lawfully reoccupying the portion of the Demised Premises (as reduced hereby) located on the seventh (7th) floor of the Building, then the Swing Space Expiration Date shall be in extended until such elements of Lessor’s Work are complete or Lessee can lawfully reoccupy the “portion of the Demised Premises (as is” condition existing reduced hereby) located on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), seventh (ii7th) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy floor of the Music Hall and Retail Space #1Building, and Tenantwhichever comes first. If Lessor’s taking possession of any part Work continues after Lessee has reoccupied the portion of the 1270 Space or Demised Premises (as reduced hereby) located on the 50 Rock Space shall be conclusive evidence, as against Tenant, that seventh (A7th) Tenant has accepted possession floor of the Building, then Lessor shall use reasonable efforts to minimize interference with Lessee’s business operations in such portion of the Demised Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofperforming Lessor’s Work.

Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant by Landlord, and by taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as then being suitable for Tenant’s intended use and in accordance with the terms of good operating order, condition and repair in its then existing "AS-IS" condition, except as otherwise set forth in this Lease)Paragraph 1 and Exhibit B hereto, and (ii) that neither Landlord nor any of Landlord’s agents have agents, representatives or employees (collectively, the “Landlord Representatives”) has made any representations as to the suitability, fitness or warranties condition of the Premises for the conduct of Tenant’s business or for any other purpose. The Leasehold Improvements (defined in Exhibit B) shall be installed in accordance with respect the terms and provisions of Exhibit B. Notwithstanding anything to the contrary in this Lease, Landlord shall, at its sole cost (and any expenses incurred by Landlord to comply with the provisions of this sentence shall not be included in Operating Expenses that may be charged to Tenant in any manner under this Lease), deliver the Premises to Tenant clean and free of debris on the date Landlord tenders possession of the Premises to Tenant (the “Delivery Date”), with the roof, all existing air conditioning and heating systems, electrical, lighting, fire sprinkler, plumbing and other systems, exterior doors and loading doors in the Premises (collectively, the “Building Systems”), in good operating condition on the Delivery Date and Landlord warrants that the Building Systems shall continue to operate in good working order for the period ending on the date one hundred eighty (180) days after the Delivery Date (the “Warranty Period”), except to the extent such failure in the Building Systems to operate in good working order is caused by Tenant’s misuse or alterations to the Premises or failure to properly maintain the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition Building Systems as required by this Lease. With respect If a non-compliance with such warranty exists at any time prior to Retail Space #1the expiration of the Warranty Period, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant acknowledges setting forth with specificity the nature and extent of such non-compliance, commence to rectify same at Landlord’s expense. If Tenant does not give Landlord written notice of a non-compliance on or before the expiration of the Warranty Period, correction of that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space non-compliance shall be disconnected the obligation of Tenant at Tenant’s sole cost and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofexpense.

Condition. In the event that within ninety (90) days following Landlord’s delivery of possession of the Premises, it is determined that any of the mechanical or utility systems serving the Premises existing upon such delivery of possession were not in good working condition as of such delivery of possession (without regard to Tenant’s subsequent misuse thereof or Tenant’s subsequent alterations, additions or improvements to the Premises), then Landlord shall promptly take such action as is required to cause such mechanical and utility systems to be in good working condition. In the event that within one (1) year following Landlord’s delivery of possession of the Premises, it is determined that roof of the Building was in need of maintenance and repair as of the date of delivery of possession, then Landlord shall promptly take such action as is required to cause the roof to be in good working condition. Landlord shall provide Tenant has inspected with copies of any and all closure plans and reports issued by the Fire Department of the City of Palo Alto or any other governmental or quasi-governmental authority relating to the use by prior tenant of the Premises upon receipt of the same from the prior tenant of the Premises and agrees the June 10, 2005 closure letter issued to Clonetech. Subject to the foregoing provisions regarding the condition of the Premises as of the delivery of possession, Tenant hereby acknowledges: (i) that it is familiar with and has had the opportunity to accept possession investigate the condition of the Premises in the “as is” condition existing on the Commencement Date, (except with respect including but not limited to the 1270 Spacemechanical, which shall be electrical and fire sprinkler systems, security, environmental aspects, compliance with “Applicable Law”, as defined in paragraph 5.2), the “as is” condition existing on present and future suitability of the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)Premises for Tenant’s intended use, (ii) that Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor, and without in any manner derogating from Tenant’s obligations set forth herein including, without limitation, those relating to maintenance and repair, Tenant accepts the Premises, including all fixtures, furnishings and equipment, in its present condition, state of repair and operating order and in its present “AS IS” condition (other than as provided above), and (iii) that neither Landlord Landlord, nor any of Landlord’s agents have agents, has made any oral or written representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofsaid matters.

Condition. Tenant has inspected the Premises As a material inducement to Seller to execute this Agreement, Buyer acknowledges, represents and agrees warrants that, if this Agreement does not terminate pursuant to Section 6.2 herein, then except as otherwise expressly provided in this Agreement, (i) Buyer will be deemed to accept possession have fully examined and inspected the Property, including the construction, operation and leasing of the Premises in Property, together with the “as is” condition existing on the Commencement Date, (except Review Materials and such other documents and materials with respect to the 1270 Space, Property which shall be Buyer deems necessary or appropriate in connection with its investigation and examination of the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)Property, (ii) that neither Landlord nor Landlord’s agents Buyer will have made any representations accepted and will be fully satisfied in all respects with the foregoing and with the physical condition, value, presence/absence of hazardous or warranties toxic materials, financing status, use, leasing, operation, tax status, income and expenses of the Property, (iii) the Property will be purchased by Buyer “AS IS” and “WHERE IS” and with respect all faults and, upon Closing, Seller shall have no further responsibility for the physical and environmental condition of the Property including, without limitation, the condition of the Parking Deck and (iv) Buyer will have decided to purchase the Premises or Property solely on the Buildings except basis of its own independent investigation. Except as expressly set forth hereinin this Agreement or in any document executed by Seller and delivered to Buyer pursuant to Section 9.2 or Section 20 (“Seller’s Documents”), Seller has not made, does not make, and (iii) Landlord has no obligation not authorized anyone else to perform make any workrepresentation as to the present or future physical condition, supply any value, presence/absence of hazardous or toxic materials, incur financing status, leasing, operation, use, tax status, income and expenses or any expense other matter or make any alterations or improvements thing pertaining to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expenseProperty, and subject Buyer acknowledges that no such representation or warranty has been made and that in entering into this Agreement it does not rely on any representation or warranty other than those expressly set forth in this Agreement or in Seller’s Documents. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN SELLER’S DOCUMENTS, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY. Seller shall not be liable for or bound by any verbal or written statements, representations, real estate broker’s “setups” or information pertaining to the Property furnished by any real estate broker, agent, employee, servant or any other terms person unless the same are specifically set forth in this Agreement or in Seller’s Documents. The provisions of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to Section 6.4 shall survive the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofClosing.

Condition. Tenant has inspected the Premises and agrees (ia) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the Date “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein”, and (iiib) except for Landlord’s Work described in Exhibit D attached hereto, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject . Any work to the other terms of this Lease, cooperate with be performed by Tenant in connection with Tenant’s bringing any required utilities initial occupancy of the Premises shall be hereinafter referred to as the Ancillary Space that are not currently available to such Ancillary Space“Initial Installations”. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, that (A) Landlord has Substantially Completed any work to be performed by Landlord under this Lease, Tenant has accepted possession of the Premises in their its then current condition and (B) at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Any defect in Landlord’s Work (i) that Tenant acknowledges that it will be required to replace could not reasonably discover after performing a reasonably diligent inspection of the HVAC system serving such space from and Premises after the Execution Date because Commencement Date, (ii) of which Tenant has notified Landlord within 12 months after the equipment currently serving such space Commencement Date, and located in the 1270 Space (iii) that had not been caused by a Tenant Party, shall be disconnected and no longer in servicereferred to herein as a “Latent Defect”. Nothing contained herein Landlord shall be deemed to relieve remedy any Latent Defects provided Tenant notifies Landlord thereof within one year of its obligations during the Term under Article 7 hereofCommencement Date.

Condition. Tenant Lessee has inspected the Premises and agrees (ia) to accept that it has inspected and accepts possession of the Premises in vacant condition, free of other lessees and occupants and in all other respects in the “as is” condition existing on the Phase I Commencement Date, Phase II Commencement Date, Phase III Commencement Date or Phase IV Commencement Date (except with respect to the 1270 Space, which shall be as applicable) in the its “as is,” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein“where is” condition, and (iiib) Landlord that except for Lessor’s Work (as set forth on Exhibit B and Exhibit C), Lessor has no obligation to perform any other work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for TenantLessee’s occupancy. Excepting only substantial completion of Lessor’s Work, except that Landlord shall, at TenantLessee’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued beneficial occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against TenantLessee, that (A) Tenant Lessee has accepted possession of the Premises in their its then current condition and (B) at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease. With respect Notwithstanding the foregoing, Lessor shall deliver the Premises on the Phase I Commencement Date, Phase II Commencement Date, Phase III Commencement Date or Phase IV Commencement Date (as applicable) with all of Lessor’s Work substantially complete and with existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems (“HVAC”), and all other items which the Lessor is obligated to Retail Space #1construct pursuant to the Work Letter attached hereto, Tenant acknowledges if any (other than those constructed by Lessee), in good operating condition. Lessor represents that it will be required has received no notice from any applicable governmental authority that the Premises is in violation of any Applicable Requirements pertaining to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained Hazardous Substances (as herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofdefined).

Condition. Subject to Landlord's completion of Landlord's Work, Tenant has inspected accepts the Premises in its "AS IS" condition and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (iia) that neither Landlord nor Landlord’s 's agents have made any representations or warranties with respect to the Premises or the Buildings Building except as expressly set forth herein, and (iiib) except for Landlord's Work, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy's occupancy and possession of same. Promptly after receipt of Landlord's notice pursuant to Section 4.3(b) hereof, Tenant shall arrange a walk-through of the Premises with Landlord for the purpose of determining the Punch List Items to be completed and, except that Landlord shallfor such Punch List Items, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued 's occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or Premises (other than occupancy for the 50 Rock Space purposes of installing Tenant's Property) shall be conclusive evidence, as against Tenant, that (A) Tenant Landlord has accepted possession of Substantially Completed Landlord's Work and that, at such time, the Premises in their then current condition and (B) the Premises are Building were in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1Notwithstanding the foregoing, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after discovery of latent defects (if any) following the Execution Delivery Date because shall not retroactively impact Landlord's Completion Date and/or the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofRent Commencement Date.

Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “Date "as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)", (ii) that neither Landlord nor Landlord’s 's agents have made any representations or warranties with respect to the Premises or the Buildings Building except as expressly set forth herein, and (iii) except for Landlord's Contribution as expressly set forth in Section 4.2 hereto and except as expressly set forth in Exhibit C hereof as Landlord's Work, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s 's occupancy, except that Landlord shall, at Tenant’s expense, and subject . Any work to the other terms of this Lease, cooperate with Tenant be performed in connection with Tenant’s bringing any required utilities 's initial occupancy shall be referred to hereinafter as the Ancillary Space that are not currently available to such Ancillary Space"Initial Installations". Tenant’s continued 's occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted accepts possession of the Premises in their its then current condition and (B) at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease. With The Premises shall be free and clear of all tenancies and occupancies other than this Lease and that of the New York State Urban Development Corporation whose lease in respect to Retail Space #1, Tenant acknowledges that it will be required to replace of the HVAC system serving such space from and 21st floor of the Building shall expire after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 date hereof.

Condition. Tenant has inspected acknowledges that it is currently occupying part of the Premises under the Old Lease (said part of the Premises is hereinafter referred to as the "Existing Premises"). To the extent that the Premises includes the Existing Premises, the Landlord shall deliver same to Tenant in its "as-is" condition as of the Commencement Date. The Overlandlord shall deliver the portions of the premises not included within the Existing Premises (said portions are hereinafter referred to as the "New Stuff") in the condition that exists as of the date hereof, ordinary wear and tear excepted, provided however that should Tenant take possession of any portion of the New Stuff under an agreement with Union Carbide Corporation, prior to the Commencement Date, the Tenant shall accept possession of such portions of the New Stuff in an "as-is" condition as of such prior date and Tenant shall have surrendered the same to Union Carbide Corporation in compliance with the Old Lease, and, further, Union Carbide Corporation shall have surrendered the same to Overlandlord in compliance with the Prime Lease. The Tenant's taking possession of the Premises shall be deemed to be Tenant's acceptance of the Premises in the order and condition as then exists. Overlandlord agrees (i) to deliver and Tenant agrees to accept possession of the Premises in the “an "as is” condition existing on " condition. Overlandlord is under no obligation to make any structural or other alterations, decorations, additions, improvements or other changes (hereinafter referred to as the Commencement Date, (except with respect "Alterations") in or to the 1270 SpacePremises, which the Building or the Project, provided however the Premises shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory tenantable condition as required by this under the Old Lease. With respect TENANT ACKNOWLEDGES AND REPRESENTS THAT IT HAS INSPECTED THE PREMISES, THAT, EXCEPT AS SPECIFICALLY SET FORTH IN THIS LEASE, NEITHER OVERLANDLORD NOR ANY PARTY ACTING ON BEHALF OF OVERLANDLORD HAS MADE ANY WARRANTY OR REPRESENTATION CONCERNING THE PREMISES AND TENANT IS LEASING THE PREMISES IN AN "AS-IS" CONDITION. Consistent with the foregoing, the parties acknowledge that, subsequent to Retail Space #1the date hereof Tenant and Union Carbide Corporation may enter into an agreement to provide for Tenant's proposed relocation within the Complex to space that will constitute New Stuff (namely, Tenant acknowledges Sections K 3, L 3, M 3 and M 4) in its then "as is" condition, such relocation to be accomplished prior to the termination of the Old Lease. The parties acknowledge further that it the form of such agreement is currently intended to be an Omnibus Amendment that will be required constitute a Seventh (7th) Amendment to replace the HVAC system serving Old Lease as well as an amendment to other relevant legal documents. Overlandlord shall not unreasonably withhold, condition or delay its consent to such space from and after the Execution Date because the equipment currently serving intended Omnibus Amendment upon being furnished with a fully executed copy thereof, provided, however, that neither such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein document nor such consent shall be deemed to relieve Landlord either increase or decrease the rights and obligations of its obligations during the Term parties under Article 7 hereofthe Old Lease.

Condition. Tenant has inspected Lessor shall deliver the Premises to Lessee broom clean and agrees free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”). Lessor warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, and ventilating systems, loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date and that the structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects, and that the Premises does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor’s expense. The warranty periods shall be as follows: 90 days. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) to accept possession any recorded Notices of Default affecting the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), Premises; (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to delinquent amounts due under any loan secured by the Premises or the Buildings except as expressly set forth herein, Premises; and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to bankruptcy proceeding affecting the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofPremises.

Condition. (a) Landlord shall complete, as and when required under this Lease and the Design and Construction Agreement, the Base Building Work (which includes, without limitation, the Punch List Items, Latent Defects, the Required Improvements, and any other item expressly designated in this Lease and the Design and Construction Agreement as a Landlord construction obligation). While Landlord is doing any work at the Premises, Landlord shall do so in compliance with all Requirements, the terms of this Lease and the Design and Construction Agreement, and, if Tenant has inspected is in occupancy of any portion of the Premises and agrees (i) Building, in accordance with the construction rules attached as Exhibit K. Any work to accept possession be --------- performed by or on behalf of Tenant in connection with Tenant's initial occupancy of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in referred to herein as the “as is” condition existing on the date possession of such space is delivered to Tenant "Initial Installations" and shall be completed in accordance with the terms of this Lease)the Design and Construction Agreement. Tenant shall be responsible for completing the Initial Installations. Except for the completion of the Base Building Work and provision of Landlord's Contribution and Supplemental Allowance, (ii) that neither Landlord nor Landlord’s agents shall have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense (except as expressly set forth in this Lease or the Design and Construction Agreement) or make any alterations or improvements Alterations to the Premises to prepare the Premises it for Tenant’s 's initial occupancy. Except with respect to completion of any then unfinished item of Base Building Work (including, except that Landlord shallwithout limitation, at Tenant’s expensethe Punch List Items, the repair of Latent Defects, and subject to the other terms warranty items pursuant to Section 4.1(c) of this Lease), cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued 's occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of that portion of the Premises in their then its then-current condition and (B) the Premises are that such portion is in a good and satisfactory condition as required by condition. (b) During the period from the Commencement Date to the Rent Commencement Date for a particular Floor: (i) Tenant will not be charged for any reasonable and customary amounts (based upon normal usage for buildout purposes) for parking, hoisting (excluding external hoisting), electrical services, services of a reasonably available building manager to oversee and operate Building Systems pursuant to Section 11.1 of this Lease, heating and cooling, water, use of elevators, security and any other utilities or services related to construction activity; and (ii) Landlord will provide reasonably sufficient construction parking for Tenant's construction and related personnel (without charge), the location and number of which will be reasonably coordinated with Landlord. With respect Landlord agrees to Retail Space #1allow Tenant access to the Premises prior to Substantial Completion or the delivery of the Floors in Floor Ready Condition, without any obligation to pay Rent or other charges, as is reasonably practicable to allow Tenant to commence construction of the Initial Installations (which shall include, without limitation, the installation of phone and data cabling, supplemental security systems, and audio/visual systems in the Premises to the extent not included within the Base Building Work). Tenant also shall have the right on an ongoing basis throughout the process of constructing the Building, during normal working hours, to have access to the Premises for purposes of observation and inspection during the performance of the Base Building Work. To the extent any entry of Tenant within the Premises prior to Substantial Completion interferes (other than in a de minimis manner) with the orderly progress of construction of Base Building Work, Tenant acknowledges that it will be required shall cause such interference to replace the HVAC system serving such space from cease immediately; and after the Execution Date because the equipment currently serving such space and located any delays in the 1270 Space Substantial Completion of the Base Building Work caused by such interference shall be disconnected and no longer in serviceconstitute a Tenant Delay. Nothing contained herein Access for the aforesaid purposes shall not be deemed to relieve constitute possession or occupancy. (c) Landlord shall warrant each portion of its obligations during the Term under Article 7 hereof.Base Building Work for a period of one (1) year after Substantial Completion thereof. Landlord agrees to promptly commence and diligently pursue the correction of all Punch List Items as soon as reasonably possible, and, subject to Unavoidable Delays, to complete the correction of all Punch List Items within forty-five (45) days after the Punch List is finalized. The provisions of Section

Condition. Tenant has inspected (a) Landlord represents that, to its actual knowledge as of the Premises date of this Lease (without inquiry), and agrees (i) to accept possession except as disclosed in that certain Phase I Environmental Site Assessment Report dated April 6, 2011, prepared by CSC Targhee, Inc., there is no contamination of or from any Hazardous Material at the Project or the Premises in violation of Hazardous Materials Laws. Tenant warrants, represents, acknowledges and agrees that Tenant has performed all investigations appropriate under the “as is” condition existing on circumstances to determine whether any violations of Hazardous Materials Laws currently exist. Prior to the Commencement Possession Date, (except Tenant shall conduct such tests as Tenant shall deem necessary in its sole discretion to determine whether there have been any violations of Hazardous Materials Laws at the Premises or Project. Except for a breach of Landlord’s representation in this Section 36.4.1, Tenant shall have no right or remedy against Landlord with respect to the 1270 Spaceany such violation and Tenant hereby releases, waives and forever discharges Landlord and its respective officers, directors, shareholders, members and affiliates from any and all claims, demands and causes of action, whether known or unknown to Tenant, which shall be in Tenant may now have arising out of, connected with or incidental to the “as is” condition existing existence of any Hazardous Material on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to about the Premises or the Buildings except Project as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to of the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms date of this Lease. Tenant is aware of the provisions of Section 1542 of the California Civil Code which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” and, cooperate after consultation with counsel concerning the meaning and effect of such waiver, Tenant specifically waives the benefit of the provisions of Section 1542 of the California Civil Code. Notwithstanding anything to the contrary in this Section 36.4 or elsewhere in this Lease, Tenant shall have no liability to Landlord for Hazardous Materials that became located on or about the Premises or the Project prior to the Possession Date. (b) Tenant shall provide to Landlord a copy of all tests, reports (including all draft reports and all correspondence related thereto) and other information obtained by Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereoftests.

Condition. Tenant has inspected the Premises prior to Lease execution and agrees (ia) to accept possession of the Premises in the condition existing as of the Date of this Lease, in “as is” condition existing on the Commencement Datecondition, (except with respect subject only to the 1270 Space, which shall be in normal use and wear by the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), tenants and occupants (iib) that neither Landlord nor any of Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth hereinBuilding, and (iiic) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations alterations, additions or improvements to the Premises to prepare the Premises for Tenant’s use and occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, evidence that (A) Tenant has accepted possession of the Premises in their then its then-current condition condition, and (B) that at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease. With respect Notwithstanding the foregoing, subject to Retail Space #1all applicable laws, ordinances and regulations (including but not limited to all approvals and permitting as required by the Town of Burlington), Landlord shall construct a sidewalk located in the public right of way, from the curb cut of the Building to the curb cut of the building located at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, such sidewalk to be constructed pursuant to a plan mutually agreed upon by Landlord and Tenant acknowledges (such work the “Sidewalk Work”). To the extent permitted and practical, Landlord shall endeavor to locate the sidewalk such that it will be required provide direct access to replace the HVAC system serving such space from and after parking lot at a point opposite the Execution Date because front entryway of the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofPremises.

Condition. Tenant has inspected the Premises 20th/21st Floor Space and agrees (i) to accept possession of the Premises 20th/21st Floor Space in the “as is” condition of such space existing on the Commencement Date20th/21st Floor Possession Date except as expressly set forth herein, (except with respect subject to the 1270 Space, which shall be in the “as is” condition existing on the date possession Substantial Completion of such space is delivered to Tenant in accordance with the terms Phase II of this Lease)Landlord’s 20th/21st Floor Work, (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein20th/21st Floor Space, and (iii) that except for the work set forth on Exhibit B-2 to this Amendment (“Landlord’s 20th/21st Floor Work”), and except as otherwise expressly set forth in Section 4 hereof respecting “Landlord’s 20th/21st Floor Contribution” (hereinafter defined) and “Landlord’s Restroom Contribution” (hereinafter defined), Landlord has shall have no obligation to perform any work, supply any materials, incur any expense or cost or make any installations, alterations or improvements to the Premises 20th/21st Floor Space to prepare the Premises 20th/21st Floor Space for Tenant’s occupancyoccupancy thereof, except that or make any payment or contribution for such purpose. Landlord shall, at Tenant’s expense, shall deliver possession of the 20th/21st Floor Space vacant and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Spacebroom clean. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part portion of the 1270 Space or the 50 Rock 20th/21st Floor Space shall be conclusive evidence, as against Tenant, that (A) Landlord has Substantially Completed Landlord’s 20th/21st Floor Work (B) Tenant has accepted accepted, in its then current condition, possession of the Premises in their then current condition entire 20th/21st Floor Space, and (BC) the Premises Building and the 20th/21st Floor Space are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofAmendment.

Condition. Landlord guarantees Landlord’s Work against defective workmanship and/or materials, and against noncompliance with the Final Plans and all governmental requirements in existence as of the date of Substantial Completion of Landlord’s Work, for a period of one (1) year from the date of Substantial Completion, and Landlord agrees, at its sole cost and expense, to promptly (and in any event within thirty (30) days) repair or replace or to cause the Landlord’s contractor to repair or replace any defective item occasioned by poor workmanship and/or materials or any such non-compliance during said one (1) year period. From and after the expiration of such one (1) year guaranty of workmanship and materials, Landlord agrees to cooperate with Tenant has inspected in the enforcement by Tenant at Tenant’s cost and expense, of any express warranties or guaranties of workmanship or materials given by contractors, subcontractors or materialmen that guarantee or warrant against defective workmanship or materials for a period of time in excess of one (1) year period described above and to cooperate with Tenant in the enforcement by Tenant of any service contracts that provide service, repair or maintenance to any item incorporated in the Premises for a period of time in excess of such one (1) year period. Landlord’s warranty does not cover ordinary wear and agrees tear, abuse, neglect or general maintenance connected with the Premises. Notwithstanding anything to the contrary set forth herein, Landlord’s warranty, as set forth herein, shall be expressly limited in the following respects: (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which all materials shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)requirements set forth at Exhibit “B” and, unless otherwise specified, shall be as good quality as the market affords in the respective grade specified; and (ii) that neither all materials and mechanical equipment are furnished under manufacturer’s guarantees and liabilities only. In the event of a defect actionable pursuant to this Section 8.06, Tenant’s sole and exclusive remedy against Landlord nor shall be for the repair and replacement of defects of material and workmanship as provided herein, and Landlord shall not be responsible for any defects of any nature in the Premises Improvement Work about which Landlord is not so notified within said one (1) year period. There are no other express, implied, written or oral warranties, of any kind or nature, made by Landlord pursuant to the Work Letter Agreement, or in connection with Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as Work, other than those expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of in this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofSection 8.06.

Condition. Tenant has inspected Subject to the Premises terms of Section 2.3 and 2.4 below, TENANT acknowledges and agrees that: (ia) it has been advised by LANDLORD to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except satisfy itself with respect to the 1270 Spacecondition of the Premises (including but not limited to the structure, which shall be in roof, electrical, HVAC and fire sprinkler systems, security, and environmental aspects) and compliance by the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance Premises with the terms building codes, applicable law (including, for example, the Americans with Disabilities Act), covenants, conditions, easements, restrictions and other matters of record, regulations, and ordinances (collectively, "Applicable Requirements") and their suitability for TENANT'S intended use, (b) TENANT has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, except as otherwise provided in this Lease), and (iic) that neither Landlord LANDLORD nor Landlord’s LANDLORD'S agents have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. TENANT acknowledges and agrees that except to the extent specifically provided otherwise in this Lease, TENANT accepts the Premises, including but not limited to the land, buildings, improvements, fixtures and any other property that comprises the Premises, in their condition, "AS IS," WITH ALL FAULTS as of the Commencement Date or the date possession of the Premises is actually delivered to TENANT, whichever date is later. IN ADDITION, EXCEPT AS SET FORTH BELOW IN THIS PARAGRAPH 2.2, LANDLORD MAKES NO WARRANTY OR REPRESENTATION (EITHER EXPRESS OR IMPLIED) TO TENANT AS TO THE FITNESS FOR A PARTICULAR PURPOSE, QUALITY, DESIGN, CONDITION, CAPACITY, SAFETY, SUITABILITY, MERCHANTABILITY OR PERFORMANCE OF THE PERSONAL PROPERTY (INCLUDING ITS CONFORMITY WITH APPLICABLE LAW AND REGULATIONS), TITLE TO THE PERSONAL PROPERTY, OR ANY OTHER MATTER WHATSOEVER. TENANT AGREES THAT THE PERSONAL PROPERTY IS LEASED "AS IS" AND "WHERE IS" AND THAT ALL RISKS REGARDING THE PERSONAL PROPERTY ARE TO BE BORNE SOLELY BY TENANT INCLUDING, WITHOUT LIMITATION, ANY LOSSES OR DAMAGES DUE TO ACTS OF GOD, STRIKES, GOVERNMENTAL ACTION OR OBSOLESCENCE. LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PARTY FOR ANY CLAIM OR MATTER PERTAINING TO THE PERSONAL PROPERTY WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGE (DIRECT, INDIRECT OR CONSEQUENTIAL) FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, NONDELIVERY OR LATE DELIVERY OF THE PERSONAL PROPERTY, IMPROPER INSTALLATION OR DESIGN OF THE PERSONAL PROPERTY, FAILURE OR IMPROPER OPERATION OF THE PERSONAL PROPERTY, BREACH OF ANY WARRANTY OR REPRESENTATION MADE BY THE MANUFACTURER OF THE PERSONAL PROPERTY, OR ANY INJURY TO PERSONS OR PROPERTY. LANDLORD IS NOT A MANUFACTURER OR SUPPLIER OF, NOR DOES LANDLORD ENDORSE, ANY ITEM OF THE PROPERTY INCLUDED IN THE PREMISES, AND LANDLORD IS NOT BOUND BY ANY PROMISES MADE BY ANY MANUFACTURER, SUPPLIER, OR DISTRIBUTOR OF THE PROPERTY INCLUDED IN THE PREMISES. LANDLORD IS NOT OBLIGED TO ENFORCE WARRANTIES AND LICENSES MADE BY THE MANUFACTURER OF THE PROPERTY INCLUDED IN THE PREMISES. To the extent assignable by LANDLORD, all warranties and licenses made by the manufacturer of the Personal Property are hereby assigned to TENANT for the lease term. At TENANT'S sole expense and in TENANT'S own name only, LANDLORD hereby authorizes TENANT to enforce any such warranties or licenses made with respect to the Buildings except as expressly set forth herein, Personal Property upon written notice to LANDLORD; and (iii) Landlord has LANDLORD is under no obligation to perform enforce any workwarranties or license regarding the Personal Property. Notwithstanding the foregoing, supply TENANT shall not commence any materials, incur legal proceedings to enforce any expense warranty or make any alterations license except upon the prior written consent of LANDLORD (which consent shall not be unreasonably withheld). LANDLORD makes no representations or improvements warranties as to the Premises existence, sufficiency or enforceability of any warranties or licenses regarding the Personal Property; and TENANT'S sole remedy for any defect in or nonconformity of the Personal Property is against the manufacturer thereof. LANDLORD represents and warrants to prepare TENANT that, as of the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms date of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition zoned "M-manufacturing", as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located term is defined in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord City of its obligations during the Term under Article 7 hereofColumbus Zoning Code.

Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant▇▇▇▇▇▇’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant▇▇▇▇▇▇’s continued occupancy of the Music Hall and Retail Space #1, and Tenant▇▇▇▇▇▇’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereof.

Condition. Tenant has inspected Sublandlord will, at Sublandlord’s sole expense, have the Premises professionally cleaned prior to the Commencement Date. Further, Sublandlord will promptly complete the following work (“Sublandlord Work”): (a) install commercially reasonable separation between the stairwell connecting the Subleased Premises with the remainder of the Master Premises, and agrees (i) to accept install separation along the guardrails. Except as set forth in this Section 14.2, Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in the their “as isAS IS” condition existing on as the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing Subleased Premises exists on the date possession of hereof. Except as set forth in this Section 14.2 and Section 28, 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. In making and executing this Sublease, Subtenant has relied solely on such space is delivered investigations, examinations and inspections as Subtenant has chosen to Tenant in accordance with make or has made and has not relied on any representation or warranty concerning the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Subleased Premises or the Buildings Building, except as expressly set forth hereinin this Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and (iii) Landlord has no obligation inspections of the Subleased Premises and the common areas of the Building. Subtenant acknowledges that it is not authorized to perform any work, supply any materials, incur any expense make or make do any alterations or improvements in or to the Subleased Premises to prepare except as permitted by the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms provisions of this Sublease and the Master Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereof.

Condition. Tenant has inspected the Premises and agrees (i) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect subject, however, to the 1270 Space, which shall be Landlord’s obligation to perform Landlord’s Work as provided in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (ii) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings Building except as expressly set forth herein, and (iii) except for the work set forth on Exhibit D to this Lease (“Landlord’s Work”), Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space Premises shall be conclusive evidence, as against Tenant, that (A) Landlord has Substantially Completed Landlord’s Work, (B) Tenant has accepted possession of the Premises in their then current condition condition, and (BC) the Premises and the Building are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1Not later than five (5) Business Days after the date that Landlord has Substantially Completed Landlord’s Work, Tenant acknowledges that it will shall deliver to Landlord written notice of all items, which Tenant claims to be required to replace the HVAC system serving such space from Punch-List Items (hereinafter defined). Landlord shall complete and perform all Punch-List Items within a reasonable period after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed date Landlord has Substantially Completed Landlord’s Work (subject, however, to relieve Landlord of its obligations during the Term under Article 7 hereofUnavoidable Delay, including Tenant Delay).

Condition. Tenant has inspected The surety bond and joint and several co-indebtedness evidenced herein shall be subject to the Premises and agrees (i) to accept possession fulfillment of any of the Premises following conditions precedent: /a/ that the payment of the bonds issued under the Indenture entered into by and between CorpBanking and Deutsche Bank Trust Company Americas and governed by the laws in force in the “as is” condition existing on the Commencement DateState of New York, (except with respect to the 1270 Spacewhereby an issuance of bonds in US dollars was agreed upon, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant were issued in accordance with the terms provisions set forth in Regulation S under the US Securities Act of this Lease)1933, (ii) shall have been made; or, /b/ that neither Landlord nor Landlord’s agents the condition precedent referred to in paragraph /i/ above shall have made not been met at the expiration of the Third Availability Period. Should any representations one of the conditions precedent referred to above have been met, the Conditional Surety Bond shall become enforceable as a matter of law, without any judicial or warranties extrajudicial notice or demand being required, and shall be in full force and effect until the Debtor has fully complied with respect the Secured Obligations. SECTION FOUR: POWER OF ATTORNEY AND AUTHORIZATION /One/ Power of Attorney. The Surety, duly represented as stated in the recitals hereof, hereby grants to the Premises or Collateral Agent, for the Buildings except benefit of the Creditor, a commercial and irrevocable power of attorney coupled with an interest as expressly the Creditor is also interested in the performance thereof, under the terms set forth hereinin section 241 of the Commercial Code in order that, once the fulfillment of the condition set forth in the previous Section has been verified, the Collateral Agent shall subscribe as guarantor, without any restrictions, the Promissory Notes evidencing the Credit Facility, through any of its attorneys-in-fact, in the name and on behalf of the Surety. /Two/ Authorization: Moreover, the Surety, duly represented as stated in the recitals hereof, hereby expressly, formally and irrevocably authorizes the Creditor, in order that, once the fulfillment of the condition set forth in the preceding Section has been verified, and (iii) Landlord if the Debtor has no obligation to perform incurred in default or mere delay in the payment of any workof the Secured Obligations, supply or if any materialsof them has become enforceable in advance, incur any expense or make any alterations or improvements Creditor may allocate to the Premises payment of such obligations, any kind of monetary deposits or securities that the Creditor may have or may receive on behalf of the Surety for any reason whatsoever, thus partially or total extinguishing the obligations owed to prepare Creditor. The foregoing is without prejudice to any other powers that the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject law or administrative rules may confer or grant to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofCreditor.

Condition. Tenant has inspected occupies the 18th Floor Premises, the 23rd Floor Premises and the 24th Floor Premises on the date hereof, is fully familiar with the Premises and agrees (ia) to accept possession of the Premises in the “as is” condition existing on the Commencement Date, (except with respect to the 1270 Space, which shall be in the “as is” condition existing on the date possession of such space is delivered to Tenant in accordance with the terms of this Lease), (iib) that neither Landlord nor Landlord’s agents have made any representations or warranties with respect to the Premises or the Buildings Building except as expressly set forth herein, and (iiic) except for Landlord’s Contribution as expressly set forth in Section 4.2 hereof and the related provisions of Articles 38 and 42, Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject . Any work to the other terms of this Lease, cooperate with be performed by Tenant in connection with Tenant’s bringing continued occupancy of the Premises (and/or Tenant’s occupancy of the 17th Floor Premises, the 22nd Floor Premises and/or any required utilities Expansion Space) for the conduct of its business shall be referred to hereinafter as the Ancillary Space that are not currently available to such Ancillary Space“Initial Installations”. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or Premises for the 50 Rock Space conduct of its business shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their its then current condition and (B) at the time such possession was taken, the Premises are and the Building were in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereof.

Condition. In the event that within ninety (90) days following Landlord's delivery of possession of the Premises, it is determined that any of the mechanical or utility systems serving the Premises existing upon such delivery of possession were not in good working condition as of such delivery of possession (without regard to Tenant's subsequent misuse thereof or Tenant's subsequent alterations, additions or improvements to the Premises), then Landlord shall promptly take such action as is required to cause such mechanical and utility systems to be in good working condition. In the event that within one (1) year following Landlord's delivery of possession of the Premises, it is determined that roof of the Building was in need of maintenance and repair as of the date of delivery of possession, then Landlord shall promptly take such action as is required to cause the roof to be in good working condition. Landlord shall provide Tenant has inspected with copies of any and all closure plans and reports issued by the Fire Department of the City of Palo Alto or any other governmental or quasi-governmental authority relating to the use by prior tenant of the Premises upon receipt of the same from the prior tenant of the Premises and agrees the June 10, 2005 closure letter issued to Clonetech. Subject to the foregoing provisions regarding the condition of the Premises as of the delivery of possession, Tenant hereby acknowledges: (i) that it is familiar with and has had the opportunity to accept possession investigate the condition of the Premises in the “as is” condition existing on the Commencement Date, (except with respect including but not limited to the 1270 Spacemechanical, which shall be electrical and fire sprinkler systems, security, environmental aspects, compliance with "Applicable Law", as defined in paragraph 5.2), the “as is” condition existing on present and future suitability of the date possession of such space is delivered to Tenant in accordance with the terms of this Lease)Premises for Tenant's intended use, (ii) that Tenant has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor, and without in any manner derogating from Tenant's obligations set forth herein including, without limitation, those relating to maintenance and repair, Tenant accepts the Premises, including all fixtures, furnishings and equipment, in its present condition, state of repair and operating order and in its present "AS IS" condition (other than as provided above), and (iii) that neither Landlord Landlord, nor any of Landlord’s agents have 's agents, has made any oral or written representations or warranties with respect to the Premises or the Buildings except as expressly set forth herein, and (iii) Landlord has no obligation to perform any work, supply any materials, incur any expense or make any alterations or improvements to the Premises to prepare the Premises for Tenant’s occupancy, except that Landlord shall, at Tenant’s expense, and subject to the other terms of this Lease, cooperate with Tenant in connection with Tenant’s bringing any required utilities to the Ancillary Space that are not currently available to such Ancillary Space. Tenant’s continued occupancy of the Music Hall and Retail Space #1, and Tenant’s taking possession of any part of the 1270 Space or the 50 Rock Space shall be conclusive evidence, as against Tenant, that (A) Tenant has accepted possession of the Premises in their then current condition and (B) the Premises are in a good and satisfactory condition as required by this Lease. With respect to Retail Space #1, Tenant acknowledges that it will be required to replace the HVAC system serving such space from and after the Execution Date because the equipment currently serving such space and located in the 1270 Space shall be disconnected and no longer in service. Nothing contained herein shall be deemed to relieve Landlord of its obligations during the Term under Article 7 hereofsaid matters.