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<br /> and shall reimburse all costs, including reasonable attorneys' fees, incurred by Landlord in defending said
<br /> claim or action. Upon completing any alterations, up-fit, and remediation the Tenant shall furnish the
<br /> Landlord with contractors' affidavits, full and final waivers of lien and receipted bills covering all labor and
<br /> materials expended and used. All alterations, up-fit, and remediation shall comply with all insurance
<br /> requirements and with all ordinances and regulations of any applicable public authority. All alterations, up-fit,
<br /> and remediation shall be performed in a good and workmanlike manner, using first class materials. Liability
<br /> described herein shall be limited to the term of the Lease,whether or not extended, and shall terminate with
<br /> the acceptance of the Rented Space upon return by Tenant to Landlord.
<br /> (c) Ownership. All alterations and up-fit, made by either party, including without limitation all
<br /> paneling, walls, decorations, partitions, railings, floors, carpets, galleries, heating or air conditioning
<br /> equipment, plumbing, electrical machinery and equipment, and any other up-fit shall become the property of
<br /> Landlord and shall remain upon and be surrendered with the Rented Space and Property as a part of the
<br /> Rented Space and Property at the end of the Term. Notwithstanding the foregoing, in the event that the
<br /> Term ends because Tenant has exercised its option to purchase the Property, then all such alterations and
<br /> upfit shall remain with the Property and shall be conveyed to Tenant at the closing on the Property(by a bill
<br /> of sale or other appropriate instrument). Furniture, equipment, personal property and movable trade fixtures
<br /> which are installed by Tenant at its expense, except for those referred to above, shall remain Tenant's
<br /> property and may be removed at any time prior to the termination of the Term provided Landlord has not
<br /> asserted a lien against such property and further provided that Tenant promptly repairs any damage caused
<br /> by such removal. Any such trade fixtures which Tenant has the right to remove under the above provisions,
<br /> or personal property belonging to Tenant or to any invitee, assignee or subtenant, shall be deemed
<br /> abandoned by Tenant if not removed prior to termination of the Term (except in the event that the term ends
<br /> because Tenant has elected to purchase the Property), and shall become the property of the Landlord
<br /> without any payment or offset for the property, if Landlord so elects. If the Landlord does not so elect, the
<br /> Landlord may remove any fixtures or property from the Leased Premises and store them at the Tenant's sole
<br /> risk and expense or dispose of them in any manner, including the sale, scrapping or destruction thereof, and
<br /> to the extent permitted by law Tenant waives all claims against Landlord therefor. The Tenant shall repair
<br /> and restore, and save the Landlord forever harmless from, any and all damage to the Leased Premises
<br /> caused by such removal, whether by the Tenant or by the Landlord. Should Tenant exercise its option to
<br /> purchase all Alterations and up-fit shall convey with the Property. Tenant hereby agrees that upon its
<br /> surrender of the Property, it shall assign to Landlord any and all warranties given to Tenant with respect to
<br /> any work performed pursuant to this Lease.
<br /> 11. ACCEPTANCE OF LEASED PREMISES. Occupation by Tenant shall constitute acceptance of the
<br /> Leased Premises AS IS. Landlord makes no representation or warranty, oral or written, as to the condition of
<br /> the Leased Premises nor as to the use or fitness of the Leased Premises for any particular purpose except
<br /> for general office use. Landlord shall not be responsible for obtaining any governmental approvals or permits
<br /> necessary to enable Tenant to occupy or use the Leased Premises. Obtaining all approvals and certificates
<br /> shall be the sole responsibility of the Tenant. The Landlord shall not be responsible for obtaining any
<br /> certificate of occupancy or other approvals required in connection with construction work and up-fit done by
<br /> the Tenant or contractors engaged by the Tenant.Tenant acknowledges it has been notified certain areas of
<br /> the Property have moisture intrusion and mold growth. Tenant acknowledges and accepts this notification
<br /> and accepts the Property with this and any other defect, known or unknown, including other potential areas
<br /> of moisture intrusion or mold growth and Tenant is solely responsible for all costs related to full remediation
<br /> of such moisture intrusion and mold growth and any other issues arising related to such moisture intrusion,
<br /> provided that Tenant does not elect to terminate this Lease during the Inspection Period (if Tenant does elect
<br /> to terminate this Lease during the Inspection Period, Tenant shall have no liability for such costs or for such
<br /> remediation). Tenant releases Landlord from any further responsibility or obligation to provide further notice
<br /> of or remediate any moisture intrusion and mold growth and releases, indemnifies, and holds harmless
<br /> Landlord from any and all claims related to such moisture intrusion, if Tenant does not elect to terminate this
<br /> Lease during the Inspection Period.
<br /> 12. COMMENCEMENT. Landlord shall deliver exclusive possession of the Leased Premises to Tenant
<br /> in its current"as-is"condition upon the full execution of this Lease. Following the expiration of the Inspection
<br /> Period, Tenant shall commence its upfit of the Leased Premises pursuant to plans and specifications
<br /> approved by Landlord (such approval not to be unreasonably withheld, conditioned or delayed)(the"Tenant
<br /> Improvements"). Tenant shall prosecute the Tenant Improvements without delay in a commercially
<br /> reasonable manner beginning on the date hereof. Upon Tenant's substantial completion of the Tenant
<br /> Improvements such that Tenant can commence operations in the Premises in accordance with its customary
<br /> office usage, and Tenant's receipt of a Certificate of Occupancy for the Premises, "Substantial Completion"
<br /> shall be deemed to have occurred. If not sooner obtained, but subject to delays in Substantial Completion
<br /> due to events of force majeure, Substantial Completion and the Commencement Date shall be deemed to
<br /> have occurred on the date that is two hundred seventy(270)days following the expiration of the Inspection
<br /> Period, even if Tenant has not received a Certificate of Occupancy for the Premises or commenced
<br /> operations in the Premises by that date. Time is of the essence with regard to the Substantial Completion.
<br /> Landlord Tenant
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