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2.1.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the
<br />terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation Or warranty with
<br />respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of
<br />Tenant's Permitted Use, its business or for tiny outer purpose, Landlord does not represent and Tenant does not rely upon any specific type or
<br />number of tenants occupying any space in the Building and/or the Project during the Tenn of this Lease. Acceptance of possession of the Premises
<br />by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition.
<br />2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a)
<br />within the Building Is as set forth in Item 2.5 of the Basic Lease Provisions and (b) within die Premises is as set forth in Item 2.5 of the Basic Lease
<br />Provisions,
<br />2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and invitees
<br />shall be entitled to access the Premises seven (7) days per week, twenty -Four (24) hours per day.
<br />2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of its
<br />obligntions hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease fiom and against all Persons holding an
<br />interest in the Project from and through Landlord.
<br />2.2 No Relocation of Premises: Right of First Offer,
<br />2.2.1 No Relocation. Landlord shall have no right to relocate any portion of the Premises located on the second (2"a) floor
<br />of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of the Building will be specifically
<br />negotiated in connection with Tenant's lease of any such space.
<br />2.2.2 Right of First Offes•. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right
<br />Space (defined below) subject to and in accordance with the terms and conditions of Schedule "1-2" of Bxhibit "J". attached hereto.
<br />2.3 Common Areas: Parking.
<br />2.3.1 Common Areas. In connection with its lease of the Premises, Tenant shall have the non-exclusive right to use the
<br />Common Areas together with other Persons. The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenant
<br />shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate,
<br />relocate and limit the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion orthe
<br />Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the ncerual cranny rights in any Person.
<br />2.3.2 Rental and use orParhing Passes• Visitor Parkino.
<br />(a) Commencing on the Commencement Date and continuing through the Term, Tenant shall rent from Landlord
<br />and Landlord shall provide a number of Unreserved Parking Passes equal In the Parking Number specified in Item g of the Basic Lease Provisions,
<br />Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 4.3.1 below (which shall be subject to
<br />abatement in accordance with Section 4.12 below), The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking
<br />Facilities, The Panting Passes provided to Tenant pursuant to this Section 2.3.2 arc provided to Tenant solely for use by officers, directors, end
<br />employees or Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise
<br />alienated by Tenant to any other type of h ansferee without Landlord's prior approval.
<br />(b) The specific locations within the Parking Facilities in which the Unreserved Pnrking Passes may be used shall
<br />be specified by and may, from time to time, be relocated by Landlord in its sole discretion. In addition, it is expressly understood and agreed that
<br />Landlord shtnll have die right to implement, administer and enforce a parking management program, with respect to die Parking Facilities generally,
<br />with respect to use of one or more types or Parking Passes in particular, and/or with respect to the use of the Parking Passes rented by one or more
<br />specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more orthe following measure
<br />or features: oversell of Parking Passes; expansion of the Parking Facilities to include additional parking lots or structures within a reasonable distance
<br />From the Building; reservation or specific portions of the Parking Facilities for parking by one or more specific Building tenants (including Tenant)
<br />and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and allocation
<br />of tandem parking spaces to specific Building tenants; designation of visitor parking rates: and allocation of validation privileges to one or room
<br />Building tenants. It is specifically understood and agreed that if Landlord implements one or more such measures or features that are: (i) generally
<br />applicable to the Parking Facilhtes, the costs incurred to implement, athninister and enforce such measures shall be included in Operating Costs or
<br />(ii) that arc specific to Tenant, the costs incurred to implement, administer and enforcesuch measures shall be reimbursed by Tenant.
<br />(0) Visitor Parklne.
<br />(i) Tenant's business visitors may park in the Parking Facilities, or in the applicable portions thereof
<br />designated by Landlord, on a fist come, first served basis, upon payment orthe prevailing fee 1'or parking chm�ged to visitors to the Project. Tenant
<br />,hull have the right to purchase from Landlord, at Landlord's then prevailing rate, Project Parking Vnlidulions (defined below), to be used only by
<br />Tenant's Business Customers (defined below) for parking in the Parking Facilities without charge. "Project Parking Validations" means
<br />Validations. in such form as Landlord, in its sole but good raith discretion, shall oficr tram time to time, permitting persons using such validations to
<br />park in the Parking Facilities f'or specified periods of time without charge f e., a 30-minute validation onuld pemnit parking without charge in the
<br />Parking Facilities I'or a period up to 30 minutes). "Tenant's Business Custmncr "means Persons that visit the PI'COINCS I'or the specific purpose of
<br />conducting business at the Premises (and I'or the avoidance ol'(loubt, shall not include any employees orT'emua or any of its'I'ransfcrees who have
<br />ollia:s fill un exclusive or shaecl basis) at the Premises).
<br />Slit WOVic CenMr Dr —Qs' ojSrmar.ina Lease -5-
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