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<br />4859-3312-3005v3
<br />(c) to use reasonable efforts to prevent any action by any Tenant that would cause
<br />Lessee to violate any of the covenants and conditions of this Lease with respect to the
<br />Improvements;
<br />(d) to take reasonable action, if necessary, to abate any action by any Tenant that
<br />violates, or that would cause Lessee to violate this Lease; and
<br />(e) subject to the laws of the State of California and the rights of Tenants, to permit
<br />Lessor and its agents to inspect the Leased Premises or any part thereof at any reasonable time
<br />during the Term.
<br />Section 2.4 Possession; Permitted Encumbrances. Lessor shall provide possession of
<br />the Leased Premises to Lessee on the Commencement Date. Lessor hereby approves the
<br />encumbrances associated with the Senior Loan, the City Loan, and the Seller Loan, provided
<br />that: (i) the Regulatory Agreement shall remain senior in lien priority to the Senior Deed of Trust
<br />and the Seller Deed of Trust, and (ii) the City Deed of Trust shall remain senior in lien priority to
<br />the Seller Deed of Trust. Lessor agrees to permit recordation of the CTCAC Rider against the
<br />Land and Lessee’s Estate, and agrees to permit recordation of the CTCAC Regulatory
<br />Agreement against Lessee’s Estate, each in form approved by Lessor, Lessee, and CTCAC.
<br />Section 2.5 Memorandum of Lease. The Parties shall execute and acknowledge a
<br />memorandum of ground lease, substantially in the form attached hereto as Exhibit B, which shall
<br />be recorded at Lessee’s expense
<br />Section 2.6 AS-IS Conveyance. Lessee specifically acknowledges that Lessor is
<br />leasing the Leased Premises to Lessee on an “AS IS”, “WHERE IS” and “WITH ALL FAULTS”
<br />basis and that except as may be expressly stated in this Lease, Lessee is not relying on any
<br />representations or warranties of any kind whatsoever, express or implied, from Lessor as to any
<br />matters concerning the Leased Premises, including without limitation: (i) the quality, nature,
<br />adequacy and physical condition of the Leased Premises, including, but not limited to,
<br />appurtenances, access, landscaping, parking facilities, (ii) the quality, nature, adequacy, and
<br />physical condition of soils, geology and any groundwater, (iii) the existence, quality, nature,
<br />adequacy and physical condition of utilities serving the Leased Premises, (iv) the development
<br />potential of the Leased Premises, and the Leased Premises’ use, merchantability, or fitness,
<br />suitability, value or adequacy of the Leased Premises for any particular purpose, (v) the zoning
<br />or other legal status of the Leased Premises or any other public or private restrictions on use of
<br />the Leased Premises, (vi) the compliance of the Leased Premises or its operation with any
<br />Environmental Laws, covenants, conditions and restrictions of any governmental or quasi-
<br />governmental entity or of any other person or entity, (vii) the presence or removal of Hazardous
<br />Material, substances or wastes on, under or about the Leased Premises or the adjoining or
<br />neighboring property; (viii) the quality of any labor and materials used in any improvements on
<br />the Leased Premises, or (ix) the condition of title to the Leased Premises.
<br />Section 2.7 Lessee to Rely on Own Experts. Lessee understands that notwithstanding
<br />the delivery by Lessor to Lessee of any materials, including, without limitation, third party
<br />reports, Lessee will rely entirely on Lessee’s own experts and consultants and its own
<br />independent investigation in proceeding with the leasing of the Leased Premises.
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