THE LEASE OF THE PREMISES IS UPON AND SUBJECT TO THE TERMS, COVENANTS
AND CONDITIONS HEREIN SET FORTH, AND TENANT COVENANTS AS A MATERIAL PART OF THE
CONSIDERATION FOR THIS LEASE TO KEEP AND PERFORM EACH AND ALL OF SUCH TERMS,
COVENANTS AND CONDITIONS BY IT TO BE KEPT AND PERFORMED AND THAT THIS LEASE IS
MADE UPON THE CONDITION OF SUCH PERFORMANCE.
THE PARTIES HERETO HEREBY
ACKNOWLEDGE THAT THE PURPOSE OF EXHIBIT A IS TO SHOW THE APPROXIMATE LOCATION OF
THE PREMISES IN THE "BUILDING," AS THAT TERM IS DEFINED IN SECTION 1.1.2, BELOW,
ONLY, AND SUCH EXHIBIT IS NOT MEANT TO CONSTITUTE AN AGREEMENT, REPRESENTATION
OR WARRANTY AS TO THE CONSTRUCTION OF THE PREMISES, THE PRECISE AREA THEREOF OR
THE SPECIFIC LOCATION OF THE "COMMON AREAS," AS THAT TERM IS DEFINED IN
SECTION 1.1.3, BELOW, OR THE ELEMENTS THEREOF OR OF THE ACCESSWAYS TO THE
PREMISES OR THE PROJECT AS THAT TERM IS DEFINED IN SECTION 1.1.2, BELOW.
EXCEPT
AS SPECIFICALLY SET FORTH IN THIS LEASE AND IN THE WORK LETTER ATTACHED HERETO
AS EXHIBIT B (THE "WORK LETTER"), LANDLORD SHALL NOT BE OBLIGATED TO PROVIDE OR
PAY FOR ANY IMPROVEMENT WORK OR SERVICES RELATED TO THE IMPROVEMENT OF THE
PREMISES.
TENANT ALSO ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY AGENT OF
LANDLORD HAS MADE ANY REPRESENTATION OR WARRANTY REGARDING THE CONDITION OF THE
PREMISES, THE BUILDING OR THE PROJECT OR WITH RESPECT TO THE SUITABILITY OF ANY
OF THE FOREGOING FOR THE CONDUCT OF TENANT'S BUSINESS.
THE TAKING OF POSSESSION
OF THE PREMISES BY TENANT SHALL CONCLUSIVELY ESTABLISH THAT THE PREMISES AND THE
BUILDING WERE AT SUCH TIME IN GOOD AND SANITARY ORDER, CONDITION AND REPAIR,
SUBJECT TO LANDLORD'S ONGOING REPAIR AND MAINTENANCE OBLIGATIONS SET FORTH IN
THIS LEASE.
1.1.2
THE BUILDING AND THE PROJECT.
THE PREMISES ARE A PART OF THE
BUILDING LOCATED WITHIN PHASE II OF THE PROJECT AS SET FORTH HEREIN, IN
SECTION 1.1.1 OF THIS LEASE AND IN SECTION 2 OF THE SUMMARY (THE "BUILDING").
THE BUILDING IS PART OF A RETAIL/OFFICE PROJECT KNOWN AS "KILROY AIRPORT CENTER
LONG BEACH."
THE TERM "PROJECT," AS USED IN THIS LEASE, SHALL MEAN (I) THE
BUILDING AND THE COMMON AREAS, (II) THE OTHER BUILDINGS AND ASSOCIATED COMMON
AREAS WITHIN PHASE II, (III) THE LAND WITHIN PHASE II (WHICH IS IMPROVED WITH
LANDSCAPING, A FIVE-LEVEL ABOVE-GROUND PARKING FACILITY AND OTHER IMPROVEMENTS)
UPON WHICH THE BUILDING, THE OTHER PHASE II BUILDINGS AND THE COMMON AREAS ARE
LOCATED, (IV) THE OTHER BUILDINGS LOCATED WITHIN PHASE I AND PHASE III OF THE
PROJECT AS SET FORTH IN SECTION 2 OF THE SUMMARY, (V) THE LAND WITHIN THE OTHER
PHASES UPON WHICH THE OTHER BUILDINGS ARE LOCATED (EACH IMPROVED WITH
LANDSCAPING, PARKING AREAS AND OTHER IMPROVEMENTS), AND (VI) AT LANDLORD'S
DISCRETION, ANY ADDITIONAL REAL PROPERTY, AREAS, LAND, BUILDINGS OR OTHER
IMPROVEMENTS ADDED THERETO LOCATED ADJACENT TO THE PROJECT; PROVIDED, HOWEVER,
THAT NO SUCH ADDITIONS TO THE PROJECT SHALL MATERIALLY INCREASE TENANT'S
OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, TENANT'S MONETARY OBLIGATIONS WITH
RESPECT TO TENANT'S