Common use of LANDLORD'S COVENANTS Clause in Contracts

LANDLORD'S COVENANTS. Landlord shall provide Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires to have Landlord contest the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on the Premises and Landlord's other real property within the same tax parcel prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which shall be the gross leaseable area of the square footage of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effect

LANDLORD'S COVENANTS. The Landlord shall provide upon execution of this Offer to Sublease by the Tenant: (a) Permit the Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires or its authorized representatives to have Landlord contest access to the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on the Demised Premises and Landlord's other real property within the same tax parcel prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article VClosing, the term Tenant's Share" shall mean accompanied by a fraction, the numerator of which shall be the gross leaseable area representative of the square footage Landlord, from time to time until Closing, at all reasonable times during Business Hours on twenty- four hours’ notice to the Landlord and subject to reasonable availability of the Landlord’s representative, for the following purposes: (i) familiarizing itself with the Demised Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costsSystems, including without limitationlimitation the fire life safety system, interestsecurity system, penaltiesIT configuration of office spaces (i.e. superintendent’s office) and amenity spaces such as staff room and meeting rooms, late charges access and lost discount amountscontrol systems, signage requirements, etc.; (ii) showing model units to potential Licensees; (iii) conducting inspections of the Demised Premises to determine work needed to be completed or coordinated prior to occupancy in order to rectify any deficiencies (the “Deficiencies”) in the work which would prevent occupancy of the affordable housing units located at the Demised Premises (the “Remediation Work”) under the Landlord’s construction contract for the renovation of the Demised Premises (the “Construction Contract”); and (iv) arranging for the delivery, placement and installation of furnishings and chattels in the individual residential units, offices, utility and other areas in the Demised Premises for the purposes of readying same for occupation by Licensees. (b) cause the Remediation Work including the Deficiencies to be rectified by Closing, provided that notwithstanding any other provision in this Offer to Sublease, the Landlord’s only obligation to complete the Remediation Work including the Deficiencies shall be to ensure the Remediation Work or the Deficiencies, as the case may be, are incurred as completed in accordance with the Construction Contract; (c) conduct a result of formal hand over session within Five (5) Business Days prior to Closing at such time determined by the Landlord and the Tenant each acting reasonably and to deliver to the Tenant at such session: (i) Landlord's failure to timely pay any installment of ImpositionsAs-built plans, or Specifications (ii) keep Approvals and certifications process and documents (iii) Building Systems operating and maintenance manuals, warranties (iv) Commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports (v) Consultants and Trades lists (vi) Contracts for any existing abatement, exemption, refund, rebate or credit of Impositions in effectBuilding Systems (vii) Trade shop drawings (viii) Fire safety plans (ix) Appliance warranties (x) Building Systems Operation and Training for Tenant’s maintenance staff (xi) Access and Security Turnover instructions (xii) Information re utility accounts (xiii) Warranty Period Deficiency Procedure (one-year period following substantial performance as per the Xxxxxx Contract) (i) Transfer emergency contact (i.e. Elevator per TSSA requirement) from Owner to Tenant’s Call Centre (collectively the “Turnover Deliveries”); and, (d) deliver to the Tenant and the City on Closing all deliverables hereinafter set out.

LANDLORD'S COVENANTS. Subject to Tenant’s obligations under Section 18.4 below, and without limitation of Section 5.2 (Condition of the Premises) above, Landlord shall not cause, or knowingly permit any of its Agents, Affiliates, [tenants of Excluded Premises]or Invitees to cause, any Hazardous Material to be brought upon, kept, used, stored, generated or disposed of in, on or about the Premises, or transported to or from the Premises [or the Excluded Premises] in violation of any applicable Environmental Laws [provided that tenants of Excluded Premises may use such substances in such limited amounts as are customarily used in residential rental projects so long as such use is in compliance with all applicable Environmental Laws]. In addition, Landlord, at Landlord’s cost and expense, shall cause those portions of the Premises for which it is responsible for repair, maintenance or replacement under this Lease and all portions of the Premises below the surface of the Land, to comply with Environmental Laws (to the extent so enforced by governmental authorities from time to time), except for any non-compliance that results from any condition caused by Tenant, or any Affiliate or Agent of Tenant after the Commencement Date. If Landlord reasonably and in good faith determines that Tenant, or any Affiliate, or Agent of Tenant, is responsible for any condition at the Premises caused by such party after the Commencement Date that is not in compliance with Environmental Laws, Landlord shall provide Tenant with a copy written notice so advising Tenant of all bills for Impositions promptly upon the condition and the corrective work Landlord believes is necessary to correct such condition. Upon receipt thereof of any such notice, Tenant shall have ten (10) business days within which to object to the work described in Landlord’s notice by delivering written notice to Landlord. If Tenant does not timely object, Landlord may proceed with the subject work, at Tenant’s cost and expense. If, however, Tenant does timely object, Landlord and Tenant shall meet and confer in sufficient time for Tenant good faith to examine same and determine reach agreement on whether Tenant desires is responsible for such corrective work and/or how any such corrective work should be completed and the cost to complete such work. If Landlord and Tenant are not able to agree within ten (10) business days after delivery of Tenant’s notice of objection, then either party may elect, by delivering written notice to the other party, to have Landlord contest assume the amount or validity of same. responsibility for performing such work, in which event, Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on cause such corrective work to be completed in accordance with applicable Environmental Laws and, if such Hazardous Materials condition at the Premises was in fact caused after the Commencement Date by Tenant, or any Affiliate or Agent of Tenant, at Tenant’s cost and Landlord's other real property within expense. Absent either party making such election, Landlord may cause such work to be completed in accordance with applicable Environmental Laws, and if such Hazardous materials condition was in fact caused after the same tax parcel prior to the date same become overdue and Commencement Date by Tenant, or any Affiliate or Agent of Tenant, Tenant shall will reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which shall be the gross leaseable area of the square footage of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially Landlord’s reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any out-of-pocket costs and expenses actually incurred (exclusive of internal handling costs, fees and overhead cost allocations) of completing such corrective work within thirty (30) days after receiving evidence of the completion of such work and invoices or comparable evidence of payment of such costs and expenses by Landlord. In the event the corrective work at the Premises described hereinabove deemed necessary by Landlord in achieving requires immediate attention to avoid injury to persons or effecting any abatementsdamage to property, exemptionsLandlord need not provide prior notice to Tenant and instead may proceed with the completion of such corrective work as is necessary. In such event Tenant will reimburse Landlord for Landlord’s reasonable out-of-pocket costs and expenses (exclusive of internal handling costs, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account fees and overhead cost allocations) of any abatements, refunds, rebates or credits immediately following the determination completing such corrective work within thirty (30) days after receiving evidence of the amount completion of such abatements, refunds, rebates corrective work and invoices or credits. comparable evidence of payment of such costs and expenses by Landlord covenants and agrees to pay all Impositions prior to the last date that extent Hazardous Materials condition at the same may be paid without penalty Premises was in fact caused after the Commencement Date by Tenant or interest, any Affiliate or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Agent of Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effect.

LANDLORD'S COVENANTS. The Landlord shall provide upon execution of this Offer to Lease by the Landlord: (a) enter into the licence agreement in the form of licence attached hereto as Schedule “C” (the “Licence”) for a portion of the Demised Premises; (b) permit the Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires or its authorized representatives to have Landlord contest access to any portion of the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on Demised Premises not already licensed to the Premises and Landlord's other real property within the same tax parcel Tenant prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof Closing (as provided for such term is defined in this Article V. As used in this Article VSection 7.1 below), the term Tenant's Share" shall mean accompanied by a fraction, the numerator of which shall be the gross leaseable area representative of the square footage Landlord, from time to time until Closing, at all reasonable times during Business Hours on twenty-four hours’ notice to the Landlord and subject to reasonable availability of the Landlord’s representative, for the following purposes: (i) familiarizing itself with the Demised Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costsSystems, including without limitationlimitation the fire life safety system, interestsecurity system, penaltiesIT configuration of office spaces (i.e. superintendent’s office) and amenity spaces such as staff room and meeting rooms, late charges access and lost discount amountscontrol systems, signage requirements, etc.; (ii) showing model units to potential Licencees; (iii) conducting inspections of the Demised Premises to determine work needed to be completed or coordinated prior to occupancy in order to rectify any deficiencies (the “Deficiencies”) in the work which would prevent occupancy of the affordable housing units located at the Demised Premises (the “Remediation Work”) under the Landlord’s construction contract for the renovation of the Demised Premises (the “Construction Contract”); and (iv) arranging for the delivery, placement and installation of furnishings and chattels in the individual residential units, offices, utility and other areas in the Demised Premises for the purposes of readying same for occupation by Licencees. (c) cause the Remediation Work including the Deficiencies to be rectified by the Closing, provided that notwithstanding any other provision in this Offer to Lease, the Landlord’s only obligation to complete the Remediation Work including the Deficiencies shall be to ensure the Remediation Work or the Deficiencies, as the case may be, are incurred as completed in accordance with the Construction Contract; (d) conduct a result of formal hand over session within Five (5) Business Days prior to Closing at such time determined by the Landlord and the Tenant each acting reasonably and to deliver to the Tenant at such session: (i) Landlord's failure to timely pay any installment of ImpositionsAs-built plans, or Specifications (ii) keep Approvals and certifications process and documents (iii) Building Systems operating and maintenance manuals, warranties (iv) Commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports (v) Consultants and Trades lists (vi) Contracts for any existing abatement, exemption, refund, rebate or credit of Impositions in effectBuilding Systems (vii) Trade shop drawings (viii) Fire safety plans (ix) Appliance warranties (x) Building Systems Operation and Training for Tenant’s maintenance staff (xi) Access and Security Turnover instructions (xii) Information re utility accounts

LANDLORD'S COVENANTS. The Landlord shall provide upon execution of this Offer to Lease by the Tenant: (a) Permit the Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires or its authorized representatives to have Landlord contest access to the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on the Demised Premises and Landlord's other real property within the same tax parcel prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article VClosing, the term Tenant's Share" shall mean accompanied by a fraction, the numerator of which shall be the gross leaseable area representative of the square footage Landlord, from time to time until Closing, at all reasonable times during Business Hours on twenty- four hours’ notice to the Landlord and subject to reasonable availability of the Landlord’s representative, for the following purposes: (i) familiarizing itself with the Demised Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costsSystems, including without limitationlimitation the fire life safety system, interestsecurity system, penaltiesIT configuration of office spaces (i.e. superintendent’s office) and amenity spaces such as staff room and meeting rooms, late charges access and lost discount amountscontrol systems, signage requirements, etc.; (ii) showing model units to potential Licensees; (iii) conducting inspections of the Demised Premises to determine work needed to be completed or coordinated prior to occupancy in order to rectify any deficiencies (the “Deficiencies”) in the work which would prevent occupancy of the affordable housing units located at the Demised Premises (the “Remediation Work”) under the Landlord’s construction contract for the renovation of the Demised Premises (the “Construction Contract”); and (iv) arranging for the delivery, placement and installation of furnishings and chattels in the individual residential units, offices, utility and other areas in the Demised Premises for the purposes of readying same for occupation by Licensees. (b) cause the Remediation Work including the Deficiencies to be rectified by Closing, provided that notwithstanding any other provision in this Offer to Lease, the Landlord’s only obligation to complete the Remediation Work including the Deficiencies shall be to ensure the Remediation Work or the Deficiencies, as the case may be, are incurred as completed in accordance with the Construction Contract; (c) conduct a result of formal hand over session within Five (5) Business Days prior to Closing at such time determined by the Landlord and the Tenant each acting reasonably and to deliver to the Tenant at such session: (i) Landlord's failure to timely pay any installment of ImpositionsAs-built plans, or Specifications (ii) keep Approvals and certifications process and documents (iii) Building Systems operating and maintenance manuals, warranties (iv) Commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports (v) Consultants and Trades lists (vi) Contracts for any existing abatement, exemption, refund, rebate or credit of Impositions in effectBuilding Systems (vii) Trade shop drawings (viii) Fire safety plans (ix) Appliance warranties (x) Building Systems Operation and Training for Tenant’s maintenance staff (xi) Access and Security Turnover instructions (xii) Information re utility accounts (xiii) Warranty Period Deficiency Procedure (one-year period following substantial performance as per the Xxxxxx Contract) (i) Transfer emergency contact (i.e. Elevator per TSSA requirement) from Owner to Tenant’s Call Centre (collectively the “Turnover Deliveries”); and, (d) deliver to the Tenant and the City on Closing all deliverables hereinafter set out.

LANDLORD'S COVENANTS. Landlord covenants with Tenant: (A) That the Leased Premises shall provide Tenant with be served by a copy of all bills for Impositions promptly upon receipt thereof separate heat-pump system that provides heating, ventilating and in sufficient time for Tenant to examine same and determine whether Tenant desires to have Landlord contest the amount or validity of sameair-conditioning services within Tenant's control. Landlord shall during normal business hours (as defined in the Rules & Regulations), through its base building system, furnish heated and chilled water or other heating/cooling medium to the Leased Premises (including supply and return pipes) for a heat pump system installed or to be installed in the Leased Premises sufficient to maintain the Leased Premises at comfortable temperatures, comparable to other first- class office buildings within the City of Boston (subject to all Federal, Massachusetts and Boston regulations relating to the provision of heat). If Tenant requests base building HVAC services to be provided outside of Normal Business Hours, Tenant shall notify Landlord reasonably in advance and shall pay a reasonable fee established by Landlord from time to time for such HVAC services outside of Normal Business Hours. In the event Tenant introduces into the Leased Premises personnel or equipment which overloads the capacity of the Building system or in any other way interferes with the system's ability to perform adequately its proper functions, supplementary systems may, if and as needed, at Landlord's option, be provided by Landlord, at Tenant's expense. (B) That the Leased Premises shall be separately metered for all Impositions mat are levied or assessed electricity consumed in the Leased Premises, including the electricity consumed by any lawful authority on the heat pumps installed in and serving the Leased Premises and Landlord's other real property within that the same tax parcel prior Common Areas shall be separately metered for all electricity consumed in the Common Areas. Tenant shall pay such charges directly to the date same become overdue and utility provider within ten (10) days after billing therefor. If Tenant shall reimburse Landlord require electricity in excess of reasonable quantities for Tenant's Share thereof as provided Permitted Uses and if(1) in Landlord's reasonable judgment, Landlord's facilities are inadequate for such excess requirements, or (2) such excess use shall result in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which shall be the gross leaseable area of the square footage of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings an additional burden on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain utilities systems and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant additional cost to Landlord on account thereof as the case may be, (x) Tenant shall, upon demand, reimburse Landlord for such additional cost, as aforesaid, or (y) Landlord, upon written request, and at the sole cost and expense of any abatementsTenant, refundswill furnish and install such additional wires, rebates or credits immediately following the determination conduits, feeders, switchboards and appurtenances as reasonably may be required to supply such additional requirements of the amount of such abatementsTenant (if electricity therefor is then available to Landlord), refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date provided that the same shall be permitted by applicable laws and insurance regulations and shall not cause permanent damage or injury to the Building or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations or repairs. To the best of Landlord's knowledge, the electrical capacity of the Leased Premises is reasonably adequate for standard office use. (C) To provide cleaning to the Leased Premises and Common Areas in accordance with cleaning and janitorial standards generally prevailing throughout the term hereof in comparable first-class office buildings within the City of Boston; and to furnish hot and cold water for ordinary drinking, cleaning, lavatory and toilet facilities. (D) To furnish elevator service from the lobby to the Leased Premises (use for freight and use other than ordinary passenger use is governed more particularly in the Rules and Regulations); to provide adequate lighting to public and Common Areas of the Building; to provide a tenant directory with Tenant's name in the lobby of the Building upon which Tenant shall receive a pro rata share of name space in the same ratio as the Leased Premises bears to that of the Building; and to maintain adequate fire alarm and security systems within the Building, which security systems will be designed to provide twenty-four hour access to tenants to the Building. (E) Except as otherwise expressly provided herein, promptly to make such repairs and replacements to the roof, exterior walls (exclusive of glass), floor slabs and other structural components of the Building, and to the common areas and facilities of the Building as may be paid without penalty necessary to keep them in good repair and condition consistent with a first-class office building in the City of Boston (exclusive of equipment installed by Tenant and except for those repairs required to be made by Tenant pursuant to Section 10(I) hereof and repairs or interestreplacements occasioned by any act or negligence of Tenant, its servants, agents, customers, contractors, employees, invitees, or if a discount licensees) and to make replacements and repairs to the plumbing, heating, electrical, ventilating and air-conditioning systems of the Building. Landlord shall be available under no responsibility or liability for early paymentfailure or interruption of any of the above described services, repairs or replacements caused by breakage, accident, strikes, repairs, inability to obtain supplies, labor or materials, or for any other causes beyond the control of the Landlord and in no event for any indirect or consequential damages to Tenant; and failure or omission on the part of the Landlord to furnish any of same for any of the reasons set forth in this paragraph shall not be construed as an eviction of Tenant, actual or constructive, nor entitle Tenant to an abatement of rent, nor render the Landlord liable in damages, nor release Tenant from prompt fulfillment of any of its covenants under this Lease. (F) In the event Tenant wishes to provide outside services for the Leased Premises over and above those services to be provided by Landlord as set forth herein, Tenant shall first obtain the prior written approval of Landlord for the installation and/or utilization of such services ("outside services" shall include, but shall not be limited to, cleaning services, television, so- called "canned music" services, security services, catering services and the like). In the event Landlord approves the installation and/or utilization of such services, such installation and utilization shall be at Tenant's sole cost, risk and expense. (G) Tenant shall have access to and use of the Leased Premises twenty-four (24) hours per day, seven (7) days per week, subject to the last day that obligation to pay for HVAC services outside of Normal Business Hours. Landlord shall exercise any and all access rights to the Leased Premises available under the Lease, in each instance, upon reasonable advance notice to Tenant (except in cases of emergency when no such discount notice is available. Without cost required), in a manner consistent with Tenant's reasonable security requirements, and in a manner which does not unreasonably interfere with Tenant's business operations. (H) In addition to Tenantthe other obligations of Landlord set forth in this Lease, Landlord shall bear all costs, including without limitation, interest, penalties, late charges maintain and lost discount amounts, operate the Building in a manner that are incurred as a result is consistent with other first-class office buildings within the City of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectBoston.

LANDLORD'S COVENANTS. The Landlord covenants with the Tenant: (1) to pay the Taxes except the Tenant's Taxes; (2) to insure and keep insured the Building to an amount not less than 80% of the replacement cost against all risk of loss or damage caused by or resulting from fire, lightning, explosion, malfunction or non‑function of boilers, pipes or accessories in or upon the Building and all perils defined in the standard fire insurance peril supplementary contract customarily in use from time to time during the Term or any extensions thereof for similar structures; (3) to refund to the Tenant or, at the Landlord's option, to credit against any amount owing by the Tenant to the Landlord , any excess payments made by the Tenant on account of the its Proportionate Share of the Taxes or Common Costs; (4) to provide heat to the Premises to an extent sufficient to maintain a reasonable temperature during Business Hours on Business Days, except during the making of repairs; (5) to supply water if possible and permissible by statute for washing and sanitary requirements of the Tenant and, at the Tenant's request and expense, to make water available to the Premises for other reasonable uses of the Tenant; (6) to supply 110 volt electrical current to the premises sufficient for operating a normal business office; (7) to provide, maintain and operate during Business Hours on Business Days, except when repairs are being made, an air‑conditioning system on an open floor basis, provided that the Landlord shall not be obliged to provide such air‑conditioning: (1) in those areas of the Premises having exterior windows exposed to the sun where and when the Tenant fails to keep all such windows closed and to keep the window shading thereon fully closed, (2) in those areas of the Premises where the average amount of electric power supplied for illumination, business machines, office use and all purposes exceeds four xxxxx per square foot of the Rentable Area, (3) in those areas of the Premises where the human occupation exceeds one person per hundred square feet of the Rentable Area, (4) in those areas of the Premises where the plans for extension of the air‑conditioning system to service partitioned space has not been approved by the Landlord, (5) in those areas of the Premises partitioned and used as a storage area; (8) to provide, where already installed and except when repairs are being made, passenger elevator service and to permit the Tenant, its employees, agents and invitees to have free use of such elevator service in common with a copy others, however the Tenant, its employees, agents and invitees using the same shall do so at their sole risk and under no circumstances shall the Landlord be responsible for any damage or injury happening to any person while using the elevator or occasioned to any person by any elevator or any of all bills for Impositions promptly upon receipt thereof its appurtenances, unless caused by the negligence of the Landlord; (9) to permit the Tenant, its employees, agents, invitees and in sufficient time for other persons lawfully requiring communication with the Tenant to examine same have the use during Business Hours in common with others of the main entrance and determine whether stairways, corridors and elevators leading to the Premises. At times other than Business Hours the Tenant, its employees, agents, invitees and persons lawfully requiring communication with the Tenant desires shall have access to have Landlord contest the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on Building and to the Premises and the use of the elevators only in accordance with the rules and regulations attached hereto or subsequently adopted by the Landlord's other real property ; (10) to permit the Tenant, its employees, agents and invitees in common with others entitled thereto to use the washrooms in the Building on the floor or floors in which the Premises are situate unless there are washrooms situated within the same tax parcel prior Premises. (11) to provide janitorial services to the date same become overdue Premises at the request and Tenant shall reimburse Landlord for expense of the Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which . Such services shall be the gross leaseable area provided on Business Days only, excluding Saturdays, and after Business Hours only (except window cleaning), and shall include sweeping and cleaning of the square footage floors and internal windows of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, dusting of the desks, tables and other furniture of the Tenant, and removal of refuse from the Premises. Such services shall be provided at the Landlord's direction without interference by the Tenant or its servants or employees, and the Impositions Landlord shall not be responsible for any tax year shall mean act or omission on the part of the person or persons employed to perform such amounts as services; (12) to clean and maintain, if requested and at the expense of the Tenant, the light fixtures provided by the Landlord to the Premises, it being agreed by the Tenant that such cleaning and maintenance shall be finally determined performed exclusively by the Landlord or its contractors; (13) to be show the Impositions payable during such tax year less any abatementsTenant's name upon the directory board, exemptionsif any, refundsin the Building, rebates or credits made thereofbut the Landlord shall, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatementsits sole discretion, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following design the determination of the amount style of such abatements, refunds, rebates or credits. Landlord covenants identification and agrees to pay all Impositions prior to allocate the last date that space on the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to directory board at the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectcost.

LANDLORD'S COVENANTS. The Landlord covenants with the Tenant: (1) to pay the Taxes except the Tenant’s Taxes; (2) to insure and keep insured the Building to an amount not less than 80% of the replacement cost against all risk of loss or damage caused by or resulting from fire, lightning, explosion, malfunction or non-function of boilers, pipes or accessories in or upon the Building and all perils defined in the standard fire insurance peril supplementary contract customarily in use from time to time during the Term or any extensions thereof for similar structures; (3) to refund to the Tenant or, at the Landlord’s option, to credit against any amount owing by the Tenant to the Landlord , any excess payments made by the Tenant on account of the its Proportionate Share of the Taxes or Common Costs; (4) to provide heat to the Premises to an extent sufficient to maintain a reasonable temperature during Business Hours on Business Days, except during the making of repairs; (5) to supply water if possible and permissible by statute for washing and sanitary requirements of the Tenant and, at the Tenant’s request and expense, to make water available to the Premises for other reasonable uses of the Tenant; (6) to supply 110 volt electrical current to the premises sufficient for operating a normal business office; (7) to provide, maintain and operate during Business Hours on Business Days, except when repairs are being made, an air-conditioning system on an open floor basis, provided that the Landlord shall not be obliged to provide such air-conditioning: (1) in those areas of the Premises having exterior windows exposed to the sun where and when the Tenant fails to keep all such windows closed and to keep the window shading thereon fully closed, (2) in those areas of the Premises where the average amount of electric power supplied for illumination, business machines, office use and all purposes exceeds four xxxxx per square foot of the Rentable Area, (3) in those areas of the Premises where the human occupation exceeds one person per hundred square feet of the Rentable Area, (4) in those areas of the Premises where the plans for extension of the air-conditioning system to service partitioned space has not been approved by the Landlord, (5) in those areas of the Premises partitioned and used as a storage area; (8) there is no elevator installed in the Premises; (9) to permit the Tenant, its employees, agents, invitees and other persons lawfully requiring communication with the Tenant to have the use during Business Hours in common with others of the main entrance and stairways and corridors leading to the Premises. At times other than Business Hours, the Tenant, its employees, agents, invitees and persons lawfully requiring communication with the Tenant shall have access to the Building and to the Premises only in accordance with the rules and regulations attached hereto or subsequently adopted by the Landlord; (10) to permit the Tenant, its employees, agents and invitees in common with others entitled thereto to use the washrooms in the Building on the floor or floors in which the Premises are situate unless there are washrooms situated within the Premises. (11) to provide janitorial services to the Premises at the request and expense of the Tenant. Such services shall be provided on Business Days only, excluding Saturdays, and after Business Hours only (except window cleaning), and shall include sweeping and cleaning of the floors and internal windows of the Premises, dusting of the desks, tables and other furniture of the Tenant, and removal of refuse from the Premises. Such services shall be provided at the Landlord’s direction without interference by the Tenant or its servants or employees, and the Landlord shall not be responsible for any act or omission on the part of the person or persons employed to perform such services; (12) to clean and maintain, if requested and at the expense of the Tenant, the light fixtures provided by the Landlord to the Premises, it being agreed by the Tenant that such cleaning and maintenance shall be performed exclusively by the Landlord or its contractors; (13) to show the Tenant’s name upon the directory board, if any, in the Building, but the Landlord shall, in its sole discretion, design the style of such identification and allocate the space on the directory board at the Tenant’s cost; (14) to modify the Premises during the Term, at the Landlord’s sole cost and expense, in accordance with the following and the floor plan attached to this Lease: (1) Construction to be scheduled when a copy new tenant rents the remaining 2/3 of the leasable space at the Building, all bills for Impositions promptly upon receipt thereof at times and in sufficient time for such a manner as to provide minimum disturbance to day to day operations and work schedule of the Tenant to examine same the extent possible; (2) Remove 2 baseboard heaters; (3) Remove and determine whether Tenant desires reinstall kitchen wall “A”; (4) Remove and reinstall 5 large windows “F” and one sliding window “G”; (5) Install carpet in new office area “B”; (6) Install mud room wall “C”; (7) Install two new doors “D” and “E”; (8) Replace and repair ceiling where wall comes out; (9) A/C duct to have Landlord contest be relocated to provide A/C to mud room; and (10) Stairwell to be relocated. (15) Subject to Article 10, the amount or validity of same. Landlord shall pay at all Impositions mat are levied times during the Term maintain and keep or assessed by any lawful authority on cause to be maintained and kept in a good and substantial state of repair, and operating condition and well painted (1) the exterior of the Premises (and the Building), all structural parts of the Premises (and the Building), the heating, ventilating and air conditioning system, the plumbing, electrical and other utility and mechanical systems in the Premises and all parts thereof, the roof and the weatherproof membrane of the roof of the Building, repairs, maintenance and replacements covered by any warranty period, and any repairs resulting from acts, omissions, default or negligence of the Landlord and persons for whom the Landlord is responsible, consistent with the standards of a prudent owner; (2) the balance of the improvements in the Property consistent with the standards of a prudent owner; and accordingly, the Landlord shall from time to time whenever required, diligently carry out or cause to be carried out all appropriate repairs, replacements, rebuilding and restoration. The Landlord shall make all repairs required hereunder in a good and workmanlike manner, with all due diligence and in accordance with all the laws and regulations of governmental authorities having jurisdiction applicable thereto. The Landlord's other real property within ’s obligations to repair hereunder shall be subject to the Landlord recovering the costs of the same tax parcel prior as part of the Common Costs, if applicable. Except in the case of an emergency, the Landlord shall give to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for much written notice as possible of its intention to do any work which might result in this Article V. As used in this Article Vany material interference with access to, egress from or visibility of the term Tenant's Share" shall mean a fraction, the numerator of which Premises. All such work shall be the gross leaseable area of the square footage of Premises and the denominator of which commenced promptly, shall be equal proceeded with diligently and shall be completed within such minimum period of time as may be reasonable in the circumstances having regard to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share nature of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectwork.

LANDLORD'S COVENANTS. Landlord shall THE LANDLORD COVENANTS WITH THE TENANT: (a) To permit the Tenant, its directors, officers, employees, servants, agents, customers, invitees and clients to access the Premises as hereinbefore provided; (b) To provide Tenant and maintain at the Landlord’s expense the washrooms on the second floor and vehicle parking spaces on the Landlord’s Land adjacent to the building for the use by the Tenant, its directors, officers, employees, clients, agents, workmen and all other persons lawfully requiring communication with a copy of the tenant, as hereinbefore provided; (c) To maintain, at the Landlord’s expense, the vehicle parking spaces and the vehicle parking areas in good repair, including the snow removal there from; (d) To install and maintain, at the Landlord’s expense, all bills for Impositions promptly upon receipt thereof fire extinguishers and in sufficient other fire protection and warning apparatus as may be required by law from time for Tenant to examine same and determine whether Tenant desires time; (e) To permit the Tenant, at the Tenant’s expense, to have Landlord contest the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on install within the Premises and on, over through or under the Landlord's ’s Lands and other real property within buildings or improvements thereon, all such security and fire monitoring systems, wiring and apparatus, and all such telephone, computer and other communication wiring and apparatus, as the same tax parcel prior Tenant shall deem reasonable and necessary in such manner and in such locations as the Tenant, acting reasonably, shall require from time to time; (f) To keep in good repair and condition the Building, its foundations, outer walls, roof and all of the common areas therein, and the plumbing, sewage, water, electrical, mechanical, heating and air conditioning systems therein excepting only the maintenance and repairs to the date same become overdue Premises required by the Tenant’s covenant to repair. The landlord shall repair all broken glass caused by outside forces. (g) To pay municipal realty taxes and local improvement charges levied against the Landlord’s Land and Building, including the Premises; (h) To provide reasonable refuse and garbage removal services to the Tenant; (i) To provide electricity, water, heating and air-conditioning to the Premises and to provide heat and cooling to the Premises as the Tenant shall reimburse Landlord require, acting reasonably; (j) To provide space in the main electrical room to permit Tenant to install its telecommunication apparatus and to connect to telecommunication service providers, and to provide a 110 volt electrical outlet within three meters of such space; and to provide a telecommunication conduit for Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which shall be the gross leaseable area sole use of the square footage Tenant from such space in the main electrical room to the Tenant’s “server room” area in the Premises as shown on the floor plan of Premises attached to the Offer to Lease; and to provide empty telecommunications conduit from Tenants’ “server room” to the various locations as shown on the said floor plan; and to permit entry into the main electrical room upon request of the Tenant to permit Tenant and its workmen to effect normal maintenance and repair to, and/or replacement of, Tenant’s telecommunication apparatus in such space; and to permit Tenant to install such new telecommunication apparatus in such space as Tenant may reasonably require from time to time, at Xxxxxx’s cost; and to keep such main electrical room and the denominator of which shall be equal Tenant’s apparatus therein locked and secured at all times. (k) To provide janitorial services to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, which includes labour and the Impositions materials, equipment and supplies for any tax year shall mean such amounts janitorial services, as shall be finally determined to be the Impositions payable during such tax year less any abatementsfollows: a. Vacuuming, exemptionssweeping and mopping floors weekly b. Cleaning and sanitizing weekly c. Cleaning office(s) weekly d. Spot cleaning glass (windows and doors) weekly e. Dusting all accessible surfaces (ledges, refundscounters, rebates or credits made thereoftables, plus any costs etc.) weekly f. Emptying waste and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectrecycling receptacles weekly

LANDLORD'S COVENANTS. Landlord shall provide Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires to have Landlord contest the amount or validity of same. Landlord shall pay all Impositions mat that are levied or assessed by any lawful authority on the Premises and Landlord's other real property within the same tax parcel prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term "Tenant's ShareShare " shall mean a fraction, the numerator of which shall be the gross leaseable area of the square footage of Premises and the denominator of which shall be equal to the aggregate of die the gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi in installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effect.

LANDLORD'S COVENANTS. The Landlord shall provide upon execution of this Offer to Lease by the Tenant: (a) Permit the Tenant with a copy of all bills for Impositions promptly upon receipt thereof and in sufficient time for Tenant to examine same and determine whether Tenant desires or its authorized representatives to have access to the Premises prior to Closing, accompanied by a representative of the Landlord, from time to time until Closing, at all reasonable times on twenty-four hours’ notice to the Landlord contest and subject to reasonable availability of the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on Landlord’s and the developer’s representative, for the following purposes: i. familiarizing itself with the Premises and Landlord's other real property within the same tax parcel prior to the date same become overdue and Tenant shall reimburse Landlord for Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which shall be the gross leaseable area of the square footage of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, and the Impositions for any tax year shall mean such amounts as shall be finally determined to be the Impositions payable during such tax year less any abatements, exemptions, refunds, rebates or credits made thereof, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatements, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following the determination of the amount of such abatements, refunds, rebates or credits. Landlord covenants and agrees to pay all Impositions prior to the last date that the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costsSystems, including without limitationlimitation the fire life safety and security systems; ii. conducting inspections of the Premises to determine work needed to be completed or coordinated prior to occupancy in order to rectify any deficiencies (the “Deficiencies”) in the work under the Landlord’s agreement for the renovation of the Premises; and, iii. arranging for the delivery, interestplacement and installation of furnishings and chattels in the individual residential units, penaltiesoffices, late charges utility and lost discount amountsother areas in the Premises for the purposes of readying same for occupation by Licensees. (b) cause the Deficiencies to be rectified by Closing, provided that notwithstanding any other provision in this Offer to Lease, the Landlord’s only obligation to complete the Deficiencies shall be to ensure that the Deficiencies are incurred as completed in accordance with the Landlord’s agreement for the renovation of the Premises; (c) conduct a result of formal hand over session within five (i5) Landlord's failure business days prior to timely pay Closing at such time determined by the Landlord and the Tenant each acting reasonably and to deliver to the Tenant at such session: i. As-built plans, Specifications; ii. Approvals and certifications process and documents; iii. Building Systems operating and maintenance manuals, warranties; iv. Commissioning reports, certifications, schedules, permits, occupancy letters, licenses, test reports; v. Consultants and Trades lists; vi. Contracts for any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectBuilding Systems; vii. Trade shop drawings; viii. Fire safety plans; ix. Appliance warranties; x. Building Systems Operation and Training for Tenant’s maintenance staff; xi. Access and Security Turnover instructions;

LANDLORD'S COVENANTS. The Landlord covenants with the Tenant: (1) to pay the Taxes except the Tenant's Taxes; (2) to insure and keep insured the Building to an amount not less than 80% of the replacement cost against all risk of loss or damage caused by or resulting from fire, lightning, explosion, malfunction or non-function of boilers, pipes or accessories in or upon the Building and all perils defined in the standard fire insurance peril supplementary contract customarily in use from time to time during the Term or any extensions thereof for similar structures; (3) to refund to the Tenant or, at the Landlord's option, to credit against any amount owing by the Tenant to the Landlord , any excess payments made by the Tenant on account of the its Proportionate Share of the Taxes or Common Costs; (4) to provide heat to the Premises to an extent sufficient to maintain a reasonable temperature during Business Hours on Business Days, except during the making of repairs; (5) to supply water if possible and permissible by statute for washing and sanitary requirements of the Tenant and, at the Tenant's request and expense, to make water available to the Premises for other reasonable uses of the Tenant; (6) to supply 110 volt electrical current to the premises sufficient for operating a normal business office; (7) to provide, maintain and operate during Business Hours on Business Days, except when repairs are being made, an air-conditioning system on an open floor basis, provided that the Landlord shall not be obliged to provide such air-conditioning: (1) in those areas of the Premises having exterior windows exposed to the sun where and when the Tenant fails to keep all such windows closed and to keep the window shading thereon fully closed, (2) in those areas of the Premises where the average amount of electric power supplied for illumination, business machines, office use and all purposes exceeds four xxxxx per square foot of the Rentable Area, (3) in those areas of the Premises where the human occupation exceeds one person per hundred square feet of the Rentable Area, (4) in those areas of the Premises where the plans for extension of the air-conditioning system to service partitioned space has not been approved by the Landlord, (5) in those areas of the Premises partitioned and used as a storage area; (8) to provide where already installed and except when repairs are being made, passenger elevator service and to permit the Tenant, its employees, agents and invitees to have free use of such elevator service in common with a copy others, however the Tenant, its employees, agents and invitees using the same shall do so at their sole risk and under no circumstances shall the Landlord be responsible for any damage or injury happening to any person while using the elevator or occasioned to any person by any elevator or any of all bills for Impositions promptly upon receipt thereof its appurtenances, unless caused by the negligence of the Landlord; (9) to permit the Tenant, its employees, agents, invitees and in sufficient time for other persons lawfully requiring communication with the Tenant to examine same have the use during Business Hours in common with others of the main entrance and determine whether stairways, corridors and elevators leading to the Premises. At times other than Business Hours the Tenant, its employees, agents, invitees and persons lawfully requiring communication with the Tenant desires shall have access to have Landlord contest the amount or validity of same. Landlord shall pay all Impositions mat are levied or assessed by any lawful authority on Building and to the Premises and the use of the elevators only in accordance with the rules and regulations attached hereto or subsequently adopted by the Landlord's other real property within ; (10) to permit the same tax parcel prior Tenant, its employees, agents and invitees in common with others entitled thereto to use the washrooms in the Building on the floor or floors in which the Premises are situate. (11) to provide janitorial services to the date same become overdue Premises at the request and Tenant shall reimburse Landlord for expense of the Tenant's Share thereof as provided for in this Article V. As used in this Article V, the term Tenant's Share" shall mean a fraction, the numerator of which . Such services shall be the gross leaseable area provided on Business Days only, excluding Saturdays, and after Business Hours only (except window cleaning), and shall include sweeping and cleaning of the square footage floors and internal windows of Premises and the denominator of which shall be equal to the aggregate of die gross leaseable area of the square footage of all buildings on the tax parcel on which the Building is located. If Landlord is permitted to pay Impositions hi installments, then, whether or not Landlord elects to pay the Impositions in installments, Tenant's Share of such Impositions shall be determined based upon the installments which would have been payable (including interest which would accrue thereon) had the installment method been elected. Landlord shall use commercially reasonable efforts to obtain and maintain in effect any available tax abatements, exemptions, refunds, rebates or credits that may reduce Impositions for the Premises, dusting of the desks, tables and other furniture of the Tenant, and removal of refuse from the Premises. Such services shall be provided at the Landlord's direction without interference by the Tenant or its servants or employees, and the Impositions Landlord shall not be responsible for any tax year shall mean act or omission on the part of the person or persons employed to perform such amounts as services; (12) to clean and maintain, if requested and at the expense of the Tenant, the light fixtures provided by the Landlord to the Premises, it being agreed by the Tenant that such cleaning and maintenance shall be finally determined performed exclusively by the Landlord or its contractors; (13) to be show the Impositions payable during such tax year less any abatementsTenant's name upon the directory board, exemptionsif any, refundsin the Building, rebates or credits made thereofbut the Landlord shall, plus any costs and expenses actually incurred by Landlord in achieving or effecting any abatementsits sole discretion, exemptions, refunds, rebates or credits. The parties shall make appropriate adjustments to previous reimbursements from Tenant to Landlord on account of any abatements, refunds, rebates or credits immediately following design the determination of the amount style of such abatements, refunds, rebates or credits. Landlord covenants identification and agrees to pay all Impositions prior to allocate the last date that space on the same may be paid without penalty or interest, or if a discount shall be available for early payment, prior to directory board at the last day that such discount is available. Without cost to Tenant, Landlord shall bear all costs, including without limitation, interest, penalties, late charges and lost discount amounts, that are incurred as a result of (i) Landlord's failure to timely pay any installment of Impositions, or (ii) keep any existing abatement, exemption, refund, rebate or credit of Impositions in effectcost.