Common use of Landlord Repairs and Maintenance Clause in Contracts

Landlord Repairs and Maintenance. Landlord shall operate the Building in a good and quality manner at all times and shall maintain and repair the Building components described in this subsection 8.02 in good condition and repair, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building. Landlord agrees to keep neat and clean and in good order, condition and repair, and in compliance with all Legal Requirements, the roof, public and common areas, plazas, exterior walls (including exterior glass), foundation, footings, structure and structural elements of the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving the Premises and the other portions of the Building, but nothing herein shall require the Landlord to repair or maintain any portion thereof that is for the exclusive use of Tenant or any tenant or occupant of the Building. All costs incurred by Landlord in the performance of its obligations under this Section 8.02 shall be included in Operating Expenses subject to and in accordance with ARTICLE 5. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentation. In the event Landlord does not, within such thirty (30) day period following the submission of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall each have the right during a five (5) business day period following the end of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenant.

Landlord Repairs and Maintenance. Landlord shall operate the Building maintain in a good and quality manner at all times and shall maintain order and repair the exterior walls, demising walls and exterior surfaces of the Building components described in this subsection 8.02 (excluding the exterior of and the frames surrounding all windows, doors, door closure devices, plate glass, and Tenant signs); the roof, roof membrane and roof drainage system (including gutters and downspouts); the foundations and load bearing items of the Building; the plumbing, pipes, and conduits located outside of the Leased Premises, to the extent not required to be maintained by Tenant hereunder; and all other Common Areas, in good condition and repair, repair consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building’s age and use, all to be paid by Tenant as described in and/or limited by Article V above. Landlord agrees shall not be required to keep neat and clean and in good order, condition and repair, and in compliance with all Legal Requirements, the roof, public and common areas, plazas, exterior walls perform (including exterior glass), foundation, footings, structure and structural elements but after an Event of the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving the Premises and the other portions of the Building, but nothing herein shall require the Landlord to repair a Default or maintain any portion thereof that is for the exclusive use of Tenant or any tenant or occupant of the Building. All costs incurred by Landlord in the performance event of its obligations under this Section 8.02 shall be included in Operating Expenses subject to and in accordance with ARTICLE 5. If (a) Landlord fails to make repairs an emergency or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failureother exigent circumstances, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if only after such notice as is not reasonable under the circumstances, Landlord may, at its option perform, but subject to Tenant's obligation to reimburse Landlord for its reasonable and necessary out-of-pocket costs, including an oversight fee equal to 15% of the cost of the work) any maintenance or repairs where same were made necessary by the Tenant’s default hereunder or the negligence or willful misconduct of Tenant, Tenant’s directors, officers, shareholders, members, managers, partners (both general and limited), or legal and personal representatives, or any assignee, subtenant, or concessionaire, or their respective employees, agents, invitees, licensees, visitors, or contractors, or by fire or other casualty or condemnation, except as provided in Articles X and XII. Any costs incurred by Landlord pursuant to the foregoing sentence shall give notice be deemed an advance pursuant to Section 11.03 and shall be payable within thirty (30) days of Tenant’s receipt of Landlord's request therefor accompanied by appropriate documentation showing the completion of such work. All such work by Landlord as soon as practicable. Tenant shall not violate any applicable warranty and to the extent Landlord violates any warranty related to the Building, it shall be responsible for all future costs and expenses related to such warranted item that would have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage been warranted but for Landlord's repair for the necessary repair or replacement, which has been communicated to Tenantremainder of the item’s warranty. In the event that the Leased Premises should become in need of repairs required to be made by Landlord hereunder, Tenant remedies shall give written notice thereof to Landlord and Landlord shall commence such imminent threat repairs within thirty (30) days (or condition preventing in emergency situations, such shorter period as is reasonable under the conduct circumstances) of its receipt of Tenant’s business notice (or from the date Landlord shall otherwise gain actual knowledge of the need for such repairs) and shall complete such repairs in a commercially reasonable time frame, so long as Landlord promptly commences and diligently pursues such cure. If Landlord fails to timely commence or complete its repair obligations pursuant to the Premisesrequirements of this Section 7.01(a), then Tenant may perform the repairs on Landlord’s behalf and at Landlord’s cost and in a manner that will not violate any applicable warranty. To the extent Tenant violates any warranty related to the Building, it shall be responsible for all future costs and expenses related to such warranted item that would have been warranted but for such Tenant repair for the remainder of the item’s warranty, as Advances as provided in Section 11.03. Subject to the foregoing, Landlord shall reimburse Tenant for all actual Tenant’s reasonable and necessary out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder curing Landlord’s failure pursuant to this Section 7.01(a), including an oversight fee equal to 15% of the cost of the work. Such reimbursement shall be made within thirty (30) days after submission of Tenant’s request therefor accompanied by Tenant to Landlord of a statement appropriate documentation showing the completion of such costs work and lien waivers for such work. Tenant shall permit Landlord (or its designees) to erect, use, maintain, replace, and repair pipes, cables, conduits, plumbing, vents, and telephone, electric, and other wires or other items, in, to, and through the Leased Premises in such a request for reimbursement manner that the same shall not materially interfere in any way with Tenant’s use thereof, together with reasonable back up documentation. In as and to the event Landlord does not, within such thirty (30) day period following extent that may now or hereafter be necessary or appropriate for the submission proper operation and maintenance of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall each have the right during a five (5) business day period following the end of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the TenantBuilding.

Landlord Repairs and Maintenance. Subject to Landlord's right to reimbursement from Tenant pursuant to Section 6.01 hereof, to the extent applicable, Landlord shall operate the Building in a good and quality manner at all times and shall its expense maintain and repair the Building components described in this subsection 8.02 in good condition and repair, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to repair the Building. Landlord agrees to keep neat and clean and in good order, condition and repair, and in compliance with all Legal Requirements, the roof, public and common areas, plazas, exterior walls (including exterior glass), foundation, footings, structure and structural elements portions of the Building including without limitation the foundation, roof and membrane and shall maintain in good condition the plumbingexterior of the Building, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving utilities to their point of connection to the Premises and the other portions Common Areas of the Building, but nothing herein Property. Landlord shall require the Landlord to repair or maintain commence and diligently pursue any portion thereof that is for the exclusive use such necessary repairs within a reasonable amount of time after receipt of notice from Tenant or any tenant or occupant of the Building. All costs incurred by Landlord (and as promptly as possible in the performance case of maintenance emergencies affecting Tenant's ability to operate its obligations under this Section 8.02 shall be included in Operating Expenses subject to and in accordance with ARTICLE 5. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentationbusiness). In the event Landlord does notfails to make any such repairs or otherwise meet its obligations under this Section, within such Tenant may, upon not less than thirty (30) day period following days' notice to Landlord, perform such task or repair, and Landlord shall promptly reimburse Tenant for the submission reasonable cost of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord same within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth belowafter demand; provided, however, the parties that in no event shall each have the right during a five (5) business day period following the end Tenant take any such action on behalf of Landlord with respect to any repairs which may affect occupancy or quiet enjoyment of other tenants of the ten (10) business day period to submit Building or which will affect the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties structural or either of them makes such a submission, the choice mechanical systems of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted)Building. The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made Except for equipment or systems installed by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect heretoTenant, Landlord shall pay also maintain at its expense (subject to reimbursement pursuant to Section 6.01), in good condition and repair, the elevators and the electrical, plumbing, HVAC and other service systems located outside of the interior surface of the exterior walls of the Premises, under the floor and above the ceiling of the Premises. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such amount within failure shall persist for an unreasonable time after written notice of the need for such repairs or maintenance is given to Landlord by Tenant, but not longer than the date thirty (30) days following the decision from Landlord's receipt of notice of the arbitrator necessity for such repairs. There shall be no abatement of Rent and, except for the negligence or willful misconduct of Landlord or its employees, contractors or agents, no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvement in or to any portion of the Premises or in or to fixtures, appurtenances and if Landlord does equipment therein; provided, that Landlord, its employees, agents and contractors shall use reasonable efforts not make such payment within such thirty (30) day periodto unreasonably interfere with Tenant's business in exercise of Landlord's rights or obligations hereunder. Except as may otherwise be expressly set forth herein, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person affirms that (a) to assess neither Landlord nor any agent, employee or officer of Landlord has made any representation regarding the requirement for Tenant having taken condition of the actions taken by Tenant Premises, the Building, the Common Areas or the Project, and (b) Landlord shall not be obligated to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenantundertake any repair, alteration, remodel, improvement, painting or decorating.

Landlord Repairs and Maintenance. Landlord shall operate shall, at Landlord’s expense (without contribution from Tenant, whether pursuant to Section 6.06 or otherwise), keep, maintain, repair and replace the Building in a good structural portions of the Premises, including the roof and quality manner at all times structural walls, and shall maintain replace all plumbing fixtures and repair the Building components described in this subsection 8.02 in good condition systems, all heating, ventilating and repair, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building. Landlord agrees to keep neat and clean and in good order, condition and repairair conditioning systems, and in compliance with all Legal Requirementsfire sprinkler systems. However, if damage to the roof, public and common areas, plazas, exterior walls (including exterior glass), foundation, footings, structure and foundation or other structural elements of the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving the Premises and the other portions of the BuildingPremises is caused by the negligence of Tenant, but nothing herein its employees, agents or invitees, then Tenant shall require the reimburse Landlord to repair or maintain for Landlord’s expense in repairing any portion thereof that is for the exclusive use of Tenant or any tenant or occupant of the Buildingsuch damage. All costs incurred by Landlord in Neither the performance of work on the Premises by Landlord, whether done to discharge Landlord’s obligations hereunder or to prevent waste or deterioration, nor the placement in the Premises of supplies and materials necessary for such work, shall be deemed to constitute a partial or total eviction of Tenant. Landlord shall, however, use reasonable efforts in the conduct of any such work to minimize any interference with Tenant’s use of the Premises. If Tenant is unable to operate its business for a period of three (3) business days or more because of Landlord’s failure to comply with its obligations in this Section 6.03, there shall be an abatement of all Base Rent and Additional Rent hereunder during such time period in proportion to the extent that Tenant is unable to operate its business. None of Landlord’s rights under this Section 8.02 shall be included in Operating Expenses subject deemed to and in accordance with ARTICLE 5. If (a) impose upon Landlord fails to make repairs any obligation for the inspection, maintenance or replacements repair of the Premises which is not specifically imposed upon Landlord has undertaken to make under the provisions by any terms, provision or conditions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentation. In the event Landlord does not, within such thirty (30) day period following the submission of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall each have the right during a five (5) business day period following the end of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenant.”

Landlord Repairs and Maintenance. Landlord shall operate the Building in a good and quality manner at all times and shall maintain and repair the Building components described in this subsection 8.02 in good condition and repairshall, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable subject to the Building. Landlord agrees to keep neat casualty and clean condemnation provisions of Sections 11 and in good order12 and Tenant’s obligations under Section 7.02, condition and repairmaintain the Common Area, and in compliance with all Legal Requirements, the roof, public and common areas, plazas, exterior walls (including exterior glass), foundation, footings, structure and structural elements of the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving located in the Premises Common Area, the foundation and the other portions subfloors of the Building, but nothing herein and exterior walls of the Building, and the roof of the Building (excluding interior ceiling) in good condition, order and repair. There shall require be no abatement of Rent during the performance of any work described in this Section 7.03. Landlord shall not be liable to Tenant for injury or damage that may result from any defect in the construction or condition of the Premises, nor for any damage that may result from interruption of Tenant’s use of the Premises during any repairs by Landlord. Tenant hereby waives the provisions of any Requirements regarding Tenant’s right to terminate this Lease or make repairs and deduct the cost thereof from Rent. There shall be no abatement of Rent during the performance of any work described in this Section 7.03. Landlord shall not be liable to Tenant for any damage that may result from reasonable interruption of Tenant’s use of the Premises during any repairs by Landlord. Notwithstanding anything contained Section 7.03 in this Lease to the contrary, and unless such maintenance, repair or maintain any portion thereof that replacement is for required as a result of (a) the exclusive use acts or omissions of Tenant or any tenant Tenant Parties; or occupant (b) Tenant’s Alterations or Utility Installations under Section 8.02 below, Landlord shall, during the Term of this Lease, be responsible at its sole cost and expense (subject to the inclusion of such costs in Operating Expenses) to maintain, repair and if needed replace (i) the roof in watertight condition, (ii) the structural walls, and (iii) all utility systems serving the Premises to the point of connection into the Premises. Landlord, at its sole cost and expense (subject to the inclusion of such costs in Operating Expenses) shall be responsible for correcting any violations of Laws (including without limitation the ADA) with respect to the common areas of the BuildingBuilding (to the extent such violations are not “grandfathered” in or elements for which Tenant is responsible under this Lease) to the extent that Landlord’s failure to comply therewith would materially and adversely impact Tenant’s use of or access to the Premises. All Notwithstanding the foregoing, to the extent Landlord’s compliance obligations in this paragraph are (i) triggered by Tenant’s Alterations or Utility Installations, (B) Tenant’s particular use of the Premises (as opposed to standard warehouse use, such as, for example, any high-hazard use), or (C) Tenant’s particular employees or employment practices, Tenant shall reimburse Landlord for the costs incurred by Landlord in the performance connection with fulfillment of its obligations under this Section 8.02 shall be included in Operating Expenses subject to and in accordance with ARTICLE 5paragraph. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentation. In the event Landlord does not, within such thirty (30) day period following the submission of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall each have the right during a five (5) business day period following the end of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submissioncontest any alleged violation in good faith, including, without limitation, the choice right to apply for and obtain a waiver or deferment of compliance, the President right to assert any and all defenses allowed by law and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law. Landlord, after the exhaustion of any and all rights to appeal or contest, will make all repairs, additions, alterations or improvements necessary to comply with the American Arbitration Association shall be made from terms of any final order or judgment to the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized extent required under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenantparagraph.

Landlord Repairs and Maintenance. Notwithstanding anything above to the contrary, Landlord shall, at its sole cost and expense, replace the HVAC systems and all equipment and fixtures located outside the Premises but serving the Premises at the end of their useful lives or as may otherwise be necessary or required, unless such replacement is necessary due to damage to such systems, equipment or fixtures caused by Tenant or its agents or employees. In addition, Landlord, at its sole cost and expense, shall operate the Building in a good and quality manner at all times and shall repair, maintain and repair replace, as necessary or required, the Building components described structure and roof (including the roof membrane) of the Premises and make all other structural repairs and replacements to and in this subsection 8.02 the Premises as are necessary or required to keep the same in good condition and repair, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building. Landlord agrees that it shall install a new roof on the Premises within twelve (12) months after the Commencement Date. Landlord shall further (i) maintain and make all necessary repairs to the Common Areas (as defined below) including keeping the same clear of snow, ice and debris, (ii) keep neat and clean and the Common Areas in good ordercondition in a first class, condition high grade manner consistent with reputable business standards and repairpractices, and (iii) keep the Common Areas in compliance with all Legal Requirementsapplicable federal, state and local laws and regulations and insurance requirements and (iv) at no additional cost to Tenant, keep all parking areas adequately lit at all times. “Common Areas” shall mean the areas and equipment at the Facility, the roofPremises or of any other land or property made available by Landlord for the safety, public benefit or convenience of the Tenant and common Tenant’s employees or invitees, including but not limited to, parking areas, plazasdriveways, exterior walls truck service ways, sidewalks and curbs; entrances and exits from the adjacent streets; traffic lights, traffic islands, landscaped areas; fencing; lighting facilities; sprinkler system serving landscaped areas or buildings; sewage system; directional or safety signs; pylon signs and sign panels which identify the Premises. Notwithstanding anything to the contrary herein, if Overlandlord fails to keep the access roads serving the Facility clear of snow at any time during the term of this Lease and if Landlord is unable to provide such service, Tenant may, after notice to Landlord (including exterior glasswhich may be oral) and an opportunity to cure (which shall not exceed four (4) hours), foundationperform such snow removal, footings, structure and structural elements of Landlord shall pay the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving the Premises and the other portions of the Building, but nothing herein shall require the Landlord to repair or maintain any portion thereof that is for the exclusive use of Tenant or any tenant or occupant of the Building. All actual reasonable costs incurred by Landlord in the performance of its obligations under this Section 8.02 Tenant. Such request shall be included in Operating Expenses subject to and in accordance with ARTICLE 5reasonably supported by invoices for the work that has been completed. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under Tenant shall be solely responsible for the provisions disposal of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations all waste in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentation. In the event Landlord does not, within such thirty (30) day period following the submission of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, Landlord shall, at its sole cost and expense, promptly dispose of and remediate any pre-existing Hazardous Materials (as hereinafter defined) at the parties shall each have Premises. Subject to Landlord’s repair obligations and except as otherwise expressly provided herein, Tenant hereby assumes the right during a five (5) business day period following full and sole responsibility for the end condition, operation, repair, replacement, maintenance and management of the ten (10) Premises. Except as specifically provided in this Lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business day period arising from Landlord, Tenant or others making any repairs, alterations, additions or improvements in or to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice any portion of the President Premises or in and to the fixtures, appurtenances or equipment thereof in accordance with the provisions of this Lease. Landlord agrees that in performing any repairs, alterations, additions or improvements in or to any portion of the American Arbitration Association shall be made from Premises or the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days Facility or in or to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect heretofixtures, appurtenances or equipment thereof, Landlord shall pay such amount within thirty (30) days following use commercially reasonable efforts not to interfere with Tenant’s conduct of its business at the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this LeasePremises. The arbitrator provisions of this Article with respect to the making of repairs shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience apply in the field case of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenantfire or other casualty which are dealt with in Article 22 hereof.

Landlord Repairs and Maintenance. Except to the extent that Tenant is --------------------------------- required to maintain and repair pursuant to Sections 5.4, 6.4, 6.7, 6.8, 6.10, 6.11, 9 and 21, Landlord shall operate maintain and repair all public or common areas located within the Building Building, including external landscaping, walkways and parking areas, and, except to the above extent, Landlord shall make repairs to structural roofs, walls, standard heating, air conditioning, plumbing, sewage systems, downspouts, utility lines, pipes, conduits and electrical systems and equipment. Except as otherwise expressly provided in this Lease, such maintenance shall be provided without cost to Tenant, except that (i) such expenses may be included in calculating the Additional Rent pursuant to the provisions of Sections 2.2 and 2.3 (subject to the limitations therein); and (ii) if such expenses are incurred by Landlord in making repairs attributable to acts or omissions of Tenant or Tenant's employees, agents, contractors or invitees, then Tenant shall reimburse Landlord for all such expenses within ten (10) days after Landlord submits a xxxx for such costs to Tenant. Landlord shall make all repairs with due diligence and due care in a good and quality workmanlike manner at all times and shall maintain and repair the Building components described in this subsection 8.02 in good condition and repair, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building. Landlord agrees to keep neat and clean and in good order, condition and repair, and in compliance with all Legal Requirementsapplicable local, state and Federal regulations, ordinances and laws and in making such repairs shall use reasonable efforts to prevent any interference with Tenant's use of the Leased Premises. Landlord shall promptly restore any damage to any portion of the Leased Premises resulting from any act or omission of Landlord, its agents, servants, employees or contractors. Landlord shall, without expense to Tenant, make any and all structural or extraordinary alterations (including, but not limited to, the roofinstallation of a sprinkler system at the Leased Premises) required to be made to the Leased Premises by law, public and common areasordinance or regulation of any governmental authority, plazasboard of fire insurance underwriters, exterior walls (including exterior glass)Landlord's insurers, foundation, footings, structure and structural elements of the Building and the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving the Premises and the other portions of the Building, but nothing herein or similar authority. In no event shall require the Landlord Tenant have any responsibility under this Lease to repair or maintain replace any portion thereof that is for the exclusive use component or item required as a result of Tenant any negligent or any tenant willful act or occupant omission of the Building. All costs incurred by Landlord in the performance of Landlord, its obligations under this Section 8.02 shall be included in Operating Expenses subject to agents, employees or contractors, and in accordance with ARTICLE 5. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentation. In the event Landlord does not, within such thirty (30) day period following the submission of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth below; provided, however, the parties shall each have the right during a five (5) business day period following the end of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the Tenantremain fully responsible therefor.

Landlord Repairs and Maintenance. Subject to Landlord's right to reimbursement from Tenant pursuant to Section 6.01 hereof, to the extent applicable, Landlord shall operate the Building in a good and quality manner at all times and shall its expense maintain and repair the Building components described in this subsection 8.02 in good condition and repairrepair the structural portions of the Building including without limitation the foundation, consistent with standards for similar office buildings in downtown Boston, Massachusetts which have services, systems and facilities comparable to the Building. Landlord agrees to keep neat and clean and in good order, condition and repair, and in compliance with all Legal Requirements, the roof, public and common areasdrains, plazasdownspouts, gutters, exterior walls (including exterior glass)walls, foundationfloors, footingselevators, structure heating, air conditioning, ventilation and structural elements other utility and mechanical systems of the Building and Common Areas of the plumbing, mechanical, electrical, fire safety, sprinkler, heating, ventilation, air conditioning, elevator and telecommunications systems, ducts, pipes and conduits serving Property. Landlord will use good faith efforts to give Tenant prior notice of the making of any such repairs which will likely interfere with Tenant's operations within the Premises or Building. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need for such repairs or maintenance is given to Landlord by Tenant. Except as set forth in Article XI hereof, there shall be no abatement of Rent and, except for the negligence or willful misconduct of Landlord and/ or its agents or employees, no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvement in or to any portion of the Premises or in or to fixtures, appurtenances and equipment therein; provided, that Landlord, its employees, agents and contractors use reasonable efforts not to unreasonably interfere with Tenant's business in exercise of Landlord's rights or obligations hereunder. Except as may otherwise be expressly set forth herein, Tenant affirms that neither Landlord nor any agent, employee or officer of Landlord has made any representation regarding the other portions condition of the Premises, the Building, but nothing herein shall require the Landlord to repair Common Areas or maintain any portion thereof that is for the exclusive use of Tenant or any tenant or occupant of the Building. All costs incurred by Landlord in the performance of its obligations under this Section 8.02 shall be included in Operating Expenses subject to and in accordance with ARTICLE 5. If (a) Landlord fails to make repairs or replacements which Landlord has undertaken to make under the provisions of this subsection 8.02 or elsewhere in this Lease and (b) by reason of such failure, there is an imminent threat in the Premises to persons or property or Tenant is prevented from conducting its business operations in the Premises, Tenant may elect to take reasonable action within the Premises (and without affecting structure or systems outside of the Premises) solely to remedy the condition threatening such persons or property or Tenant’s business operations. Tenant shall endeavor to give Landlord advance notice of the condition and the action, but if such notice is not reasonable under the circumstances, shall give notice to Landlord as soon as practicable. Tenant shall not have any such right with respect to any condition which Landlord intends to remedy in accordance with a comprehensive plan, intended to manage the necessary repair or replacement, which has been communicated to Tenant. In the event that Tenant remedies such imminent threat or condition preventing the conduct of Tenant’s business in the Premises, Landlord shall reimburse Tenant for all actual out-of-pocket costs reasonably incurred in connection which such repairs completed by Tenant hereunder within thirty (30) days after submission by Tenant to Landlord of a statement of such costs and a request for reimbursement thereof, together with reasonable back up documentationProject. In the event Landlord does notfails to make any such repairs or otherwise meet its obligations under this Section, within Tenant may, upon not less than twenty (20) days' notice to Landlord, perform such thirty (30) day period following task or repair and Landlord shall promptly reimburse Tenant for the submission reasonable cost of the request for reimbursement and the necessary documentation, make payment of the full amount for which Tenant submitted a request for reimbursement, Tenant may cause the matter to be submitted to arbitration by notice given to Landlord within five (5) business days of the end of the end of the thirty (30) day period, in which event Landlord and Tenant shall, during the ensuing ten (10) business days, attempt to agree on an arbitrator not affiliated with either party (and if they are unable to do so, either party may request that the President of the American Arbitration Association in Boston choose an arbitrator, as promptly as possible, meeting the criteria set forth belowsame upon demand; provided, however, the parties that in no event shall each have the right during a five (5) business day period following the end Tenant take any such action on behalf of Landlord with respect to any repairs which may affect occupancy or quiet enjoyment of other tenants of the ten (10) business day period to submit the names of not more than two (2) potential arbitrators meeting the said criteria and if the parties or either of them makes such a submission, the choice of the President of the American Arbitration Association shall be made from the list of potential arbitrators so submitted). The arbitrator shall have a period of ten (10) business days to determine (1) whether Tenant was authorized under this Section 8.02 to make the repairs made by it and (2) if so authorized the amount which Tenant is entitled to be reimbursed consistent with the rights of Tenant and the obligations of Landlord under this Section 8.02. If any amount is owed by Landlord in addition to any amount which Landlord may have theretofore paid to Tenant with respect hereto, Landlord shall pay such amount within thirty (30) days following the decision of the arbitrator and if Landlord does not make such payment within such thirty (30) day period, Tenant may offset the amount the arbitrator determined was due to Tenant, less any portion thereof theretofore paid to Tenant, from Base Rent thereafter becoming due under this Lease. The arbitrator shall be a person with knowledge of commercial office property management (and not less than ten (10) years’ experience in the field of property management) sufficient to enable such person (a) to assess the requirement for Tenant having taken the actions taken by Tenant and (b) to analyze the cost of the repair work undertaken to assure the reasonability thereof. The expenses of the arbitrator shall be borne equally by the Landlord and the TenantBuilding.