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2.1.1 Landlord hereby losses 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 die 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 any other purpose, Landlord does not represent and Tenant does not rely upon any specilic type or
<br />number oftenanls occupying any space in the Building and/or the Project during the Term of this Lease. Acceptance of possession of the Promises
<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 is set fm4h 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 terns and conditions contained in this Lease and provided that Tenant performs all of its
<br />obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding an
<br />interest in the Project fiom and through Landlord.
<br />2.2 No Relocation of Premises; Right of First Offer.
<br />12.1 No Relocation, Landlord shall have no right to relocate any portion of the Premises located on the second (2nd) 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 loose of any such space.
<br />2.2.2 Bight of First OITer. 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" 7-2" of Lxhilait" ", attached hotels.
<br />2.3 Common Areas: Parking.
<br />2.3,1 Common Areas. In connection with its lease of the Premises, Tenant shall have die non-exclusive right to use the
<br />Common Areas together with other Persons. The Common Areas shall be subject to (he 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 hove the right fi,om 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 of the
<br />Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual orany rights in any Person.
<br />2.3.2 Rental and Use ofParkine Posses: Visitor Parking.
<br />(a) Commencing tan the Commencement Dole and continuing through the Term, Tenant shall real fimn Landlord
<br />and Landlord shall provide a number of Unreserved Parking Passes equal to the Parking Number specified in Item 8 of tine Basic Lease Provisions,
<br />Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section Ti. 1I below (which shall be subject to
<br />abatement in iccordance with Section 4.3.2 below). The Parking Passes are with respect to, subject to the previsions of this Lease, use of the Parking
<br />Facilities. The Parking Passes provided to Tenant pursuant to this Section 2,3.2 arc provided to Tenant solely for use by officers, directors, and
<br />employees of Tenant, its Affiliates, sublessees and assignees, and such posses may not otherwise be transferred, assigned, subleased or otherwise
<br />alienated by Tenant to any other type ortransferee without Landlord's prior approval.
<br />(b) The specilic locations within the Parking Facilities in which the Unreserved Parking Posses 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 shall have the right Lo implement, administer and enforce a parking management program, with respect to the Parking Facilities generally,
<br />with respect to use of one or more types or Parking Posses in particular, red/or will, respect to the use of the Parking Passes rented by one or more
<br />specific tenant or teuents (including Tenant), with parking management plan may include, without limitation, nny of mono of the following measure
<br />as features: oversell arPa king Passes; expansion orthe Parking Facilities to include additional parking lots or stc.Whnes within a reasonable distance
<br />from the Building; rowrvaton of specife portions of the Parking Facilities for parking by one or more specilic Building tenants (including Tenant)
<br />and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or mcasmes•; creation and allocation
<br />of tandem parking spaces to specite Building tenants; designation of visitor parking rates: and allocation of vnlidaLion privileges to one or more
<br />Building tenants. It is specifically understood and agreed that irl,andlord implements one or more such measures or lectures that ore: (i) generally
<br />applicable to the Perking Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs or
<br />Ill) that are specific to Tenant, die costs incurred to implement, administer and enforcesuch measures shall be reimbursed by Tenant.
<br />(0) jriaitor Pa rkine.
<br />M Tenant's business visitors may park in the risking Facilities, or in the applicable portions thereof
<br />designated by Landlord, on a first come, first served basis, upon payment orthe prevailing fee I'or parking charged to visitors to the Project. Tenant
<br />shall hove the right to purchase from Landlord, at Landlord's then prevailing talc, Project Parking Vaidations (defined below), to be used only by
<br />Tenants Business Customer (defined below) I'or parking in the Parking Facilities without charge, -Project Parking Validations" means
<br />vnkktliuions. in such form ns Landlord, in its sole but good faith discretion, shall orrer from time to tine. permitting persons using such validations to
<br />park in the Parking Facilities for specified periods of time without charge (i.e., a 30-minute validation would permit prinking without charge in the
<br />Parking Facilities for a peYiod up to 30 minutes). "Tenant's Business Customers' means Persons that visit the Premises for the specific purpose of
<br />Conducting business it the Premises (and I'or the avoidance ofdoubL, shall not include any employees W-renant or any orits'I'ranstesecs who have
<br />orliecs (on an exclusive or shamd basks) at the Premises).
<br />801 WChvc Cannu�Dr-Cilr ofSantu na Lease .5-
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