Common use of of the Lease Clause in Contracts

of the Lease. Therefore, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeFor all purposes of this Sublease, notwithstanding the calculation of usable square feet contained within the Subleased Premises and the Building shall be subject to final measurement and verification by Landlord’s licensed architect, at Landlord’s sole cost and expense, according to ANSI/BOMA Standard Z65.1-2010 (or any successor standard), and the rentable square feet contained within the Subleased Premises and the Building shall be the quotient of the usable square feet so calculated divided by .85, which measurement and verification may, at Subtenant’s option and at Subtenant’s sole cost and expense, be confirmed by Subtenant’s licensed architect. (The immediately preceding sentence shall be the sole and exclusive method used for the measurement and calculation of usable and rentable square feet under this Sublease provision for the Subleased Premises and the Building.) On request of Subtenant, Landlord shall provide Subtenant with a copy of Landlord’s architect’s verification and certification as to the contrary, Subtenant covenants actual usable and rentable square feet of the Subleased Premises prior to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Commencement Date. In the event of a variation between the United States at the address square footage set forth above for Landlord in this definition and the square footage set forth in such verification and certification, the Parties shall amend this Sublease accordingly to conform to the square footage set forth in such verification and certification, amending each provision that is based on usable or at such other place as Landlord may designate to Subtenant in writingrentable square feet, on or before the date due. To the extent including, without limitation, Sublease Basic Monthly Rent, Sublease Security Deposit, Subtenant’s Parking Stall Allocation, Subtenant’s Percentage of all rent Operating Expenses and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the LeaseTI Allowance, and Subtenant shall receive credit under the Sublease for appropriately reconcile any payments already made pursuant to those amountsprovisions; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if Landlord’s architect and Subtenant’s architect disagree on the rent actually received by Landlord from Subtenant under amount of usable or rentable square feet within the Sublease exceeds Subleased Premises and the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this AgreementBuilding, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure disagreement is not resolved within three ten (310) business days after such measurement and verification is completed by Landlord’s architect, such disagreement shall be resolved by an independent, licensed architect mutually selected by Landlord and Subtenant, acting reasonably, the receipt cost of such notice from Landlordwhich architect shall be shared equally by the Parties.

of the Lease. Therefore, notwithstanding any Sublease provision Such Construction Documents shall substantially conform to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice lay-out plan attached as Exhibit H. Tenant shall provide either (i) CAD drawings or demand by Landlord all rent (ii) one reproducible sepia set and other amounts payable to Tenant under the Sublease in lawful money 12 prints of the United States at Construction Documents. Tenant's Construction Documents or changes thereto shall be deemed approved if Landlord does not notify Tenant otherwise within ten (10) business days after submission of the address set forth above for Landlord complete Construction Documents or at such other place the complete change order as Landlord the case may designate to Subtenant in writing, on or before be. Within thirty (30) days after the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordhereof, Tenant shall receive credit under retain Tenant's Architect (as defined herein) for the Lease against current amounts then payable Finish Work. If an architect other than Landlord's architect is selected by Tenant, Tenant shall provide a letter from such architect to Landlord under stating that the architect has carefully reviewed the requirements of this Lease, of any design manual or handbook provided to Tenant by Landlord with respect to the Finish Work, and Subtenant shall receive credit under the Sublease for those amounts; providedof any Finish Work design schedule, however, and that the receipt architect will comply with all such requirements including without limitation the submission deadlines stated in any Finish Work design schedule. Tenant shall also retain the services of the electrical and mechanical engineers engaged by Landlord for the Building, as well as Landlord's structural engineer if any portion of any rent Finish Work affects structural components of the Building. Even though such engineers (and architect if Tenant engages Landlord's architect) have been otherwise engaged by Landlord in connection with the Building, Tenant shall be solely responsible for the liabilities and expenses of all architectural and engineering services relating to the Finish Work (subject to reimbursement from the Construction Documents Allowance) and for the adequacy and completeness of the Construction Documents submitted to Landlord. The Construction Documents shall provide for the uniform exterior appearance of the Building Tenant shall be solely responsible for the timely preparation and submission to Landlord of the Construction Documents whether or other amounts from Subtenant not the Construction Documents are prepared in whole or in part by Landlord's engineers (or architect). Tenant agrees and acknowledges that substantial time will be required on its part to provide complete information concerning its requirements to its architect and engineers, and that it must make timely decisions as and when requested. Tenant will cause its personnel to devote such time as may be necessary to consult with its architect and engineers in order to enable them to complete the Construction Documents. The Construction Documents shall not be deemed or construed as releasing to have been submitted by Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received unless and until they are in a form in which they are thereafter approved by Landlord) or . If the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received Construction Documents are disapproved by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the LeaseLandlord, Landlord shall promptly remit fifty percent (50%) of state specifically the reasons for such excess disapproval, and Tenant shall forthwith cause the same to be corrected and resubmitted. No Tenant Work shall be effected except in accordance with and subject to Paragraph 10.3 complete, consistent, final Construction Drawings approved in advance by Landlord, which approval shall not be unreasonably withheld if the Construction Documents comply with this Section 3.3. The Construction Documents shall set forth in detail the requirements for construction of the Lease Tenant Work (meaning that such excess including all architectural, mechanical, electrical and structural drawings and detailed specifications), shall be calculated after reimbursing fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and shall show all work necessary to complete the Tenant Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. At Tenant's request, Landlord shall provide, at Tenant's expense, copies of existing architectural, mechanical, electrical and structural drawings pertaining to the Premises. However, Tenant's Architect shall ascertain all field dimensions and conditions which may be different from those shown on such drawings. The Tenant Work described in the Construction Documents (i) shall comply with all applicable laws, regulations, building codes, and reasonable and prudent design standards for reasonable advertising expensesa first-class office building, brokerage commissions(ii) shall not in any manner affect any structural component of the Building (including, tenant improvement costs without limitation, exterior walls, exterior windows, core walls, columns, roofs or floor slabs), (iii) shall in all respects be compatible with the mechanical, electrical and attorneys’ fees actually incurred by structural components and systems of the Building, (iv) shall not affect any space or area in or around the Building other than the Premises (including the exterior of the Building) except as expressly permitted in Articles XII, XIII, and XIV and in the Construction Drawings, (vi) and with respect to all materials, equipment and special designs, processes, or products, not infringe on any patent or other proprietary rights of others. Landlord's approval of Construction Documents shall signify Landlord's consent to the Tenant Work shown thereon only and payable shall not result in any responsibility of Landlord concerning compliance of the Tenant Work with laws, regulations, or codes, coordination of any aspect of the Tenant Work with any other aspect of the Tenant Work or any component or system of the Building, or the feasibility of constructing the Tenant Work without damage or harm to non-affiliated third parties in connection with such assignment or subleasingthe Building, all of which must shall be amortized over the sole responsibility, and shall be corrected or repaired at the sole cost, of Tenant in the event of a breach of the foregoing warranties (it being understood that Landlord shall, except in cases of emergency, refrain from undertaking any such correction or repair of Tenant Work in the Premises if Tenant performs such work within the applicable assignment or sublease term). Landlord shall give notice and cure periods.) Tenant prompt may, from time to time, by written notice if Subtenant fails to pay any monthly rent order to Landlord when due under this Agreementon a form specified by Landlord ("Finish Work Change Order"), request a change in the Finish Work shown on the Construction Documents, subject to Landlord's approval, which approval shall not be unreasonably withheld. The Construction Documents shall not be modified in any material respect except with Landlord's prior written approval; and no late charge all modifications to the Construction Documents, whether material or default interest not, shall be payable made only by Finish Work Change Order submitted to Landlord and approved by Landlord, provided that Landlord's approval is not required for minor adjustments in the Construction Documents that are cosmetic in nature and do not affect the Building structure or the Building systems. However, Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after shall notify Landlord of said adjustments and shall provide Landlord with copies of the receipt of such notice from Landlordmodified plans.

of the Lease. ThereforeTenant shall use a general contractor acceptable to Landlord for construction of the Finish Work, notwithstanding such approval therefor not to be unreasonably withheld or conditioned by Landlord (Landlord acknowledging that either of Bowdoin Construction and J. ▇▇▇▇▇▇ & Associates, Inc. are hereby approved as Tenant’s general contractor) and to be granted or denied within five (5) business days following Tenant’s request. Landlord shall not be responsible for any Sublease provision aspects of the design or construction of Finish Work, the correction of any defects therein, or any delays in the completion thereof, except as expressly set forth below, with respect to Landlord Delays (as defined below). Tenant shall pay Landlord or its affiliate a construction coordination fee equal to one percent (1%) of all Hard Costs, which fee shall be paid as the Finish Work progresses. Tenant shall construct the Finish Work in a good and workmanlike manner, using new or like new materials of first quality, and shall comply with applicable laws and all applicable ordinances, orders and regulations of governmental authorities applicable to the contraryFinish Work. Tenant shall obtain all permits necessary for the prosecution of the Finish Work. Landlord shall cooperate, Subtenant covenants at no out-of-pocket cost to pay directly to Landlord, in obtaining any such permits, it being expressly understood that Landlord without abatementshall execute, deductionand/or notarize, offset, prior notice or demand by Landlord all rent and other amounts payable deliver to Tenant under and/or to applicable governmental authorities, such customary forms, customary certifications, customary declarations and such customary applications as required by and/or provided by applicable governmental authorities from the Sublease in lawful money owner of the United States at the address set forth above for Landlord or at such other place as Landlord may designate Property with respect to Subtenant in writing, on or before the date due. To the extent customary permitting of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; Finish Work provided, however, that the receipt by in no event shall Landlord be required to incur any liability on account of any rent conditions imposed upon such permits or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (to be responsible for such Finish Work. No Finish Work shall be performed except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with the approved Construction Documents for the Finish Work, and any Finish Work Change Orders, approved by Landlord in accordance with this Work Letter. Tenant shall obtain a full, permanent certificate of occupancy from the Town of Burlington for the Finish Work within twelve (12) months following the date that Landlord approves Tenant’s Construction Documents (subject to Paragraph 10.3 extension for force majeure events described in Section 16.25 of the Lease (meaning that such excess Lease). Tenant shall be calculated after reimbursing Tenant responsible for reasonable advertising expensescosts of Building services or facilities (such as electricity, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this AgreementHVAC, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three cleaning) required to implement the Finish Work (3) business days after subject to Tenant’s use of the receipt of such notice from LandlordAllowance as provided below).

of the Lease. Therefore, notwithstanding any Sublease provision Landlord and Tenant acknowledge and agree that the Tenant Improvements to be performed in accordance with the Working Drawings to be approved by Landlord pursuant to EXHIBIT C are expected to include the installation of additional HVAC capacity in order to enable Landlord to provide HVAC service to the contraryPremises and other premises within the Project in accordance with Project standards. Preliminary engineering indicates that up to 20 additional tons of capacity, Subtenant covenants via either 4 ton or 5 ton individual roof-mounted units or enhancements to the existing cooling plant (either of which will include modifications within the Premises as well), may be required. Tenant acknowledges and agrees that, except if and to the extent that the Tenant Allowance is available to cover the same, Tenant will be required to pay directly to Landlord without abatementall costs, deduction, offset, prior notice or demand expenses and fees incurred by Landlord all rent in designing, implementing and installing such additional capacity. Notwithstanding the foregoing, at Tenant's request, Landlord has agreed, on the terms and subject to the conditions set forth herein, to upgrade the HVAC capacity in phases, if, as and when the same becomes necessary, in Landlord's sole opinion. Without in any way limiting Landlord's discretion hereunder, Tenant acknowledges that a variety of factors are pertinent to Landlord's decision in this regard, including without limitation providing a comfortable and healthy temperature and air flow within the Premises and other amounts payable premises in the Project and eliminating or reducing wear and tear on existing HVAC equipment, systems and/or plants. After completion of Landlord's Work (which may include implementation of some of the additional HVAC capacity referred to herein), Landlord may, in its sole discretion, determine that implementation of additional HVAC capacity or equipment as contemplated herein is necessary or desirable and, if Landlord does so, Landlord will provide to Tenant under written notice of its intention to upgrade the Sublease in lawful money of HVAC capacity. Within fifteen (15) days after such notice is given, Tenant may, by written notice to Landlord, suggest modifications to the United States at Premises and/or Tenant's operations therein which could eliminate or reduce the address set forth above necessity for Landlord or at such other place as Landlord may designate additional HVAC capacity. If and to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received (only) that Landlord, in its sole discretion, accepts Tenant's proposed modifications as a full or partial solution to the problem(s) identified by Landlord, then Tenant shall receive credit under shall, within forty-five (45) days from the Lease against current amounts then payable by Tenant date Tenant's notice is given to Landlord under Landlord, implement the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred measures identified by Tenant and payable to non-affiliated third parties accepted by Landlord as curative (in connection with such assignment whole or subleasing, all in part) of which must be amortized over the applicable assignment or sublease termproblem(s). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. Therefore, notwithstanding any Sublease provision Notwithstanding anything to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease contrary contained in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, Subtenant agrees that it shall, upon the expiration of the Term or earlier termination of this Sublease, remove from the Sublet Premises all of Subtenant’s alterations and improvements that Landlord then requires to be removed, and all equipment installed by Subtenant (including lines and conduit installed in the walls and ceilings), in good and workmanlike fashion, and shall restore the Sublet Premises to the condition that existed on the Sublease Commencement Date (collectively, the “Restoration Work”), in default of which Sublandlord shall do so, in which latter event Subtenant shall receive credit under reimburse to Sublandlord on demand Subtenant’s Portion (hereinafter defined) of the Sublease for those amounts; providedcosts incurred by Sublandlord on account of such work. Provided that no Event of Default then exists, howeverSublandlord shall reimburse to Subtenant Fifty Thousand Dollars ($50,000.00) of the documented out-of-pocket cost of the Restoration Work (“Sublandlord’s Contribution”), which sum Sublandlord shall pay to Subtenant within thirty (30) days after receipt from Subtenant of Subtenant’s written request accompanied by evidence reasonably satisfactory to Sublandlord that Subtenant has incurred the sums sought to be reimbursed (such request must be delivered to Sublandlord within 180 days after the Restoration Work is completed, time being of the essence). All costs of the Restoration Work in excess of such contribution by Sublandlord (“Subtenant’s Portion”) shall be borne solely by Subtenant. It is agreed by the parties that the receipt cost of purchasing and installation of cubicles by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under included in the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 cost of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordRestoration Work.

of the Lease. Therefore, notwithstanding any Sublease provision During the period of occupancy of the Additional Premises by Tenant prior to the contraryAdditional Premises Commencement Date, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money provisions of the United States at Lease and this Lease Amendment except the address set forth above provisions relating to the payment of rent for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant Additional Premises shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except apply to the extent that said provisions may be made applicable to said period. Tenant's Construction Representative (as defined below) may enter upon the Premises during the progress of Landlord's Work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of this Section. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord's Work shall be deemed approved by Tenant when Tenant commences occupancy of the Additional Premises for business purposes except for items of Landlord's Work which are uncompleted or do not conform to Exhibit B and as to which Tenant shall, in either case, have given notice to Landlord by providing a "Punch List" prior to such commencement of occupancy. If Tenant shall not have commenced occupancy of the Premises for business purposes within 30 days after the Additional Premises Commencement Date, a certificate of completion by a licensed architect or registered engineer shall be conclusive evidence that Landlord's Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit B. Each party authorizes the other to rely in connection with plans and construction upon approval and other actions on the party's behalf by any Construction Representative of the party named below or any person hereafter designated in substitution or addition by notice to the party relying. Tenant's Construction Representative shall be ▇▇▇▇▇ ▇▇▇▇▇ and Landlord's Construction Representative shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Landlord agrees to correct any defects due to faulty workmanship or materials in Landlord's Work for the Additional Premises, provided Tenant shall have given written notice of such amounts actually received by defects to Landlord prior to the first anniversary of the Additional Premises Commencement Date. Except for the Landlord) or 's Work, the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess Premises are leased to Tenant in accordance with "AS IS" and subject to Paragraph 10.3 "WHERE IS" condition, without representation or warranty of any kind and Landlord makes no express or implied warranty that the Premises are suitable for the Permitted Uses, for Tenant's intended use of the Lease (meaning Premises or for any purpose whatsoever. Without limiting the generality of the foregoing, Tenant understands and agrees that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordLANDLORD HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE WITH RESPECT TO THE PREMISES AND ALL SYSTEMS AND EQUIPMENT THEREIN.

of the Lease. Therefore, notwithstanding If Tenant elects to renovate any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money portion of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordlobby, Tenant shall receive credit under complete all of the Lease against current amounts then payable by Tenant’s Lobby Work; provided that Tenant may defer the commencement of the renovation of the South entrance to Landlord under the LeaseProject until the commencement of Tenant Improvements for the Must-Take Space. In Tenant elects to perform Tenant’s Lobby Work, Tenant shall be entitled to a one-time atrium, lobby, and Subtenant entrance improvement allowance (the “Lobby Improvement Allowance”) from Landlord in the amount of $25,000,000.00 for the hard and soft costs related to the design and construction of Tenant’s Lobby Work. Tenant’s Lobby Work shall receive credit under be constructed in accordance with the Sublease for those amountsterms and conditions of this Tenant Work Letter as if such Tenant’s Lobby Work were the Tenant Improvements; provided, however, that the receipt applicable allowance shall be the Lobby Improvement Allowance instead of the Tenant Improvement Allowance and the Lobby Improvement Allowance will be disbursed in two payments as follows: (A) $23,000,000.00 following the completion of Tenant’s Lobby Work associated with the atrium and the North entrance of the Project; and (B) $2,000,000.00 following the completion of Tenant’s Lobby Work associated with South entrance of the Project. However, at Tenant’s option (i) Tenant may elect to apply up to $7,000,000.00 of the Lobby Improvement Allowance towards the cost of Tenant Improvement Allowance Items for the initial Premises (or, as described below, for the Must-Take Space); provided, however, any portion of the Lobby Improvement Allowance applied towards the cost of Tenant Improvement Allowance Items for the initial Premises shall not reduce Tenant’s obligation to spend at least the amount described in Section 4.2.1 below towards the cost of Tenant Improvements in the initial Premises; (ii) any portion of the Lobby Improvement Allowance following completion of Tenant’s Lobby Work described in clause (A) above or clause (B) above may be applied by Tenant to the cost of Tenant Improvement Allowance Items related to Tenant Improvements constructed in the Must-Take Space (subject to the $7,000,000.00 cap described above). Landlord’s payment of the Lobby Improvement Allowance shall be conditioned on Tenant’s delivery to Landlord of all of the information described in Section 4.3 below with respect to such phase of Tenant’s Lobby Work, as well as Tenant’s delivery to Landlord of the items described in clauses (i) and (iii) of Section 2.2.2.2 above, in which event Landlord will deliver the applicable portion of the Lobby Improvement Allowance to Tenant within thirty (30) days following Tenant’s request for such delivery and Tenant’s delivery to Landlord of the information and items specified above in this Section 2.4. In addition to being subject to all other terms and condition of this Tenant Work Letter, Tenant’s Lobby Work shall be performed at such times, and in such manner, so as to minimize disruption to the business of Landlord and other tenants and occupants of the Building (Landlord and Tenant agree to cooperate in good faith to coordinate the timing of any rent or other amounts from Subtenant demolition and construction of Tenant’s Lobby Work), and Tenant shall remain solely liable for any damage arising in connection with Tenant’s installation, use, maintenance and/or repair of Tenant’s Lobby Work, including, without limitation, any damage to the Building Structure. Tenant’s Lobby Work will not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordSpecialty Alterations.

of the Lease. ThereforeThe Dish/Antenna Payments shall constitute Additional Rent under the terms of the Lease and Tenant shall be required to make these payments in the same manner and at the same time as other payments of Additional Rent and in strict compliance with the terms of Section 4 of the Lease. Landlord reserves the right, notwithstanding any Sublease provision at Landlord's sole cost and expense, to relocate the Roof Space, together with Tenant's Dish/Antenna equipment and appurtenances, as reasonably necessary during the Term. Landlord's designation shall take into account Tenant's use of the Dish/Antenna and the operating efficiency and/or functionality of same. Notwithstanding the foregoing, Tenant's right to install the Dish/Antenna shall be subject to the contraryapproval rights of Landlord and Landlord's architect and/or engineer with respect to the plans and specifications of the Dish/Antenna, Subtenant covenants the manner in which the Dish/Antenna is attached to pay directly the roof of the Building and the manner in which any cables are run to and from the Dish/Antenna. The Dish/Antenna must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant. In addition, the cable between the Dish/Antenna and Tenant's suite must be tagged in the telecom closet on each floor with a label showing Tenant's name, phone number and suite number. In addition to the Plans and Specifications, all other documents Landlord reasonably requires (and requests in writing not later than the date of Landlord's delivery of the applicable Advice or ROFO Notice) to review the installation of the Dish/Antenna (collectively, the "ADDITIONAL INFORMATION") shall be submitted to Landlord without abatementfor Landlord's written approval no later than 20 days before Tenant commences to install the Dish/Antenna. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory approvals and for the cost of installing, deductionoperating, offset, prior notice or demand by maintaining and removing the Dish/Antenna. Tenant shall notify Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money upon completion of the United States at installation of the address set forth above for Dish/Antenna. If Landlord determines that the Dish/Antenna equipment does not comply with the approved Plans and Specifications and Additional Information, that the Building has been damaged during installation of the Dish/Antenna or at such other place that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant shall promptly commence and diligently cure the defects. If the Tenant fails to promptly commence and diligently cure the defects, Landlord shall have the right, but not the obligation, to cure the same and Tenant shall pay to Landlord upon demand the cost, as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received reasonably incurred by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it necessary, Tenant shall receive credit under provide and install, at Tenant's sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to Landlord, for the Lease against current amounts then payable by Tenant to Landlord under Dish/Antenna (the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term"AESTHETIC SCREENING"). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeLandlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs, notwithstanding upon at least ten business days prior written notice specifying the reasons for any Sublease provision adjustments. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the end of each fiscal year (which shall be January 1 through December 31 for this Lease) during the Term, Landlord shall deliver to Tenant a statement (the "Statement") prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty days after Tenant's receipt of such Statement, there shall be an adjustment made in good faith between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall have received the actual amount of Total Operating Costs for such period. Tenant (and its accountants and representatives) shall have the right, within thirty days of receipt of the Statement, to notify Landlord that it would like to audit Landlord's books and records with respect to the contraryTotal Operating Costs. Such audit is to be at Tenant's sole cost and expense (except as provided in the following sentence) and is to performed and completed within two months of the receipt of the Statement by Tenant. If such audit reveals that the Total Operating Costs billed to Tenant exceed the actual Total Operating Costs by more than five percent, Subtenant covenants Landlord shall pay the reasonable costs of such audit. In addition to its obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to Landlord without abatementsuppliers, deductionvendors, offsetcarriers, prior notice or demand by Landlord all rent contractors, etc. certain maintenance expenses, insurance premiums, utility costs, personal property taxes, cleaning and other amounts payable expenses (collectively "Additional Expenses"). If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at reimburse such other place as Landlord may designate to Subtenant in writing, on or before the date duecosts shall be an Additional Rent obligation. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordUnless this Lease provides otherwise, Tenant shall receive credit under pay all Additional Rent then due with the Lease against current amounts then payable by next monthly installment of Base Rent due after Tenant to Landlord under received written notice of the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent amount of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordAdditional Rent.

of the Lease. Therefore“If Tenant shall fail to perform any repair or maintenance required hereunder, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior and such failure shall continue for fifteen (15) days after notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received thereof by Landlord, in addition to the other rights and remedies of Landlord, Landlord may perform any such repair or maintenance on Tenant’s behalf. In the case of an emergency, no prior notification by Landlord shall be required. Landlord may take such actions without any obligation and without releasing Tenant from any of Tenant’s obligations. All sums so paid by Landlord and all incidental costs incurred by Landlord, shall receive credit under the Lease against current amounts then payable be deemed additional Rent and shall be paid by Tenant to Landlord under on demand.” Articles 7.4 and 7.5 of the Lease are hereby deleted in their entirety. Landlord shall enter into a preventive maintenance agreement for the heating, air conditioning and ventilation equipment serving the Premises, the cost of which shall be reimbursable by Tenant in accordance with Article 4 of the Lease.” Capital repairs for HVAC units (eg. full unit replacement or compressor repair/replacement) will be classified as a capital expense for the term and shall be prorated for reimbursement from tenant, based on the useful life of the replacement or repair. The prorata reimbursement calculation shall be based on the total cost of the replacement/repair, multiplied by a prorata amount that is calculated as the remaining term of the lease as numerator and Subtenant useful life of the replacement unit as denominator. Landlord shall receive credit perform any repair or replacement of the Premises water heater for the first nine (9) months of the lease term. The following is hereby added as a new Paragraph 45: Prior to vacating the Premises, it must be left in good, clean condition with all systems in good working order, ordinary wear and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have been prevented by good maintenance practice or by Tenant performing all its obligations under this Lease. The items that will be inspected by Landlord are listed below, but not limited to the Sublease following: 1. Service and repair all heating and air conditioning equipment, exhaust fans and hot water heater. 2. All lights in the office and warehouse must be working. Re-lamp and/or re-ballast the fixtures as necessary. 3. Overhead doors must be serviced and repaired. 4. All exterior metal doors, including hardware should be serviced or replaced as necessary. 5. Repair all damaged sheet rock in the office area and in the warehouse along the demising walls. 6. Office and warehouse floors should be left in good, clean condition. 7. Any exterior signage must be removed; repair and repaint the fascia as necessary. 8. The bathroom and any janitor’s sinks and closets must be cleaned with all plumbing in good working order and condition, all lights and fans in good working condition and all items removed from any cabinets. 9. All data and electrical wiring for those amounts; providedTenant’s personal equipment and machinery needs to be removed to the point of origin and any repairs from damage made. The following is hereby added as a new Paragraph 46: During the term of the Lease and any agreed upon extension thereof, howeverTenant, its authorized representatives and its invitees shall have the non-exclusive right to use the parking facilities located at the Building, jointly and in common with all others entitled to the use thereof. Tenant agrees not to overburden the parking facilities located at the Building and agrees to cooperate with Landlord and other tenants at the Building in the use of said parking facilities. Landlord reserves the right, in the exercise of its sole and absolute discretion, to determine whether Landlord’s parking facilities at the Building are becoming overcrowded and, in such event, to allocate parking spaces among the various tenants in the Building or to designate a specific area or areas within which Tenant, its authorized representatives and its invitees must park. Tenant shall be entitled to use twenty four (24) unreserved “In Common” parking spaces at the Building. Tenant expressly agrees and understands that the receipt twenty four (24) parking spaces are not reserved and that Landlord, in the exercise of its sole and absolute discretion, may designate the area or areas of the parking facilities located at the Building where said in common parking spaces are to be located. Landlord shall have the right at any time to make changes to the location of driveways, entrances, exits, parking spaces, parking areas, or the direction of the flow of traffic. All responsibility for damage and theft to vehicles is assumed by Tenant and Tenant’s employees, visitors and customers. Tenant shall repair or cause to be repaired, at Tenant’s sole cost and expense, any and all damage to the Premises, Common Areas and Building caused by Tenant, or Tenant’s employees, visitors, or customers use of such parking areas. The following is hereby added as a new Paragraph 47: “The cost of water, sewer and sprinkler system maintenance and monitoring shall be reimbursable by Tenant in accordance with Article 4 of the Lease.” The words “water, sewer, sprinkler system charges” contained in the first sentence of Article 13 of the Lease are hereby deleted. The following is hereby added as a new Paragraph 48: “The monthly Direct Expense and Tax charge for the Premises located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, is estimated at $0.38 per square foot or $2,790.72 per month.” The following is hereby added as a new Paragraph 49: “The total amount of Security Deposit to be held on hand by Landlord shall be Twenty Six Thousand One Hundred Forty Four and 64/100 dollars ($26,144.64). Security Deposit shall be due upon execution of any this Lease.” Provided Tenant is not in default through the first seventeen (17) months of the Lease term, Tenant shall provide written confirmation that their current Assets are greater than Twelve ($12,000,000) Million dollars. After receipt of said written confirmation, Landlord shall refund one-half ( 1/2) equal to one (1) months rent or other amounts from Subtenant shall of the Security Deposit to the Tenant. Providing Tenant is not be deemed or construed as releasing Tenant from Tenant’s in default and has performed all of its covenants and obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease date this option is exercised, Tenant shall have the option to extend this lease for one (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within 1) additional three (3) business year period (the “Option Term”) by giving written notice (“Option Notice”) to Landlord not more than 180 days and not less than ninety (90) days prior to the expiration date of this Lease. Landlord, after receipt of the Option notice, shall promptly deliver notice to the Tenant (“Tenant’s Notice”) setting forth the Fair Market Rental, as defined below, and other monetary terms and conditions for the Option Term, which shall be applicable to the Premises for the Option Term. If Tenant desires to accept the Landlord’s terms and conditions, Tenant shall have ten (10) days after the its receipt of such notice from Landlord’s Notice to exercise the extension option by delivering a written acceptance letter thereof to Landlord. Tenant’s failure to timely deliver the written notices required under this paragraph shall render the option to extend void. If Tenant properly and timely exercises the extension option as provided above, the term of this Lease shall be extended by the Option Term, and, except as otherwise expressly provided for to the contrary herein, all of the terms, conditions and covenants of this lease shall remain in full force and effect during any extension except that the Base Rent payable at the commencement of the said extended term shall be as set forth in Landlord’s Notice.

of the Lease. ThereforeLandlord has the right to install, notwithstanding supplementary air conditioning units or other facilities in the Premises, including: supplementary or additional metering devices; and the cost j thereof, including the cost of any Sublease provision to the contraryfurther installation, Subtenant covenants to pay directly j operation and maintenance, increased wear and tear on existing i equipment and other similar charges, shall be paid by Tenant' to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received upon billing by Landlord, it being agreed and 'understood that notwithstanding anything else to the contrary set forth herein Tenant shall, within thirty (30) days of Tenant's receipt of an invoice with respect thereto, pay the cost of any electricity required to operate any supplemental air conditioning unit servicing only the Premises, which cost shall receive credit under the Lease against current amounts then payable be at Landlord's Actual Cost (as defined below) as determined by a submeter but shall not include any administrative charge. If Tenant uses water, or heat or air conditioning in excess of that supplied by Landlord pursuant to Landlord under Section 6.1 of the Lease, or if Tenant's consumption of electricity (other than that required for the operation of any supplemental air conditioning unit in the Premises) shall exceed four (4) ▇▇▇▇▇ per rentable square foot of the Premises, calculated on an annualized basis for the hours described in Section 6.1.1 above (collectively, "Overstandard Usage"), Tenant shall pay to Landlord, within thirty (30) days of receipt of written notice, all out-of-pocket costs actually incurred by Landlord, without ▇▇▇▇-up for profit but with an administrative charge designed to reimburse Landlord for its actual (or reasonably estimated), administrative costs of providing any such Overstandard Usage (the "Actual Cost(s)") in connection with Landlord providing such Overstandard Usage, the cost of the installation, operation, and Subtenant maintenance of equipment which is installed in order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused by such excess consumption as such costs are reasonably determined, by Landlord, - and Landlord has the right to install, devices to separately meter any increased use and Tenant shall receive credit under pay the Sublease increased cost directly to Landlord, on demand, including the cost of such additional metering devices. Tenant shall have the right to access and use Landlord's chilled water system for those amountsTenant's supplemental cooling unit(s) twenty-four (24) hours a day, seven (7) days a week; provided, however, that the receipt by any such access and use shall be at Tenant's sole cost and expense. If Tenant desires to use heat, ventilation or air conditioning ("HVAC") during hours other than those for which Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except is obligated to supply such utilities pursuant to the extent terms of Section 6.1 of the Lease, Tenant shall give Landlord such prior notice, as Landlord shall from time to time establish as appropriate, of Tenant's desired use and Landlord shall supply such utilities to Tenant at Landlord's Actual Cost of such amounts actually received Overstandard Usage, which shall include a reasonable administrative fee in an amount equal to or reasonably estimated to~T5e~ Landlord's actual administrative costs of providing such "aft_er-hours" HVAC, it being agreed and understood that if more than ~ohe Mi--fee-nant requires and contracts for any such "after-hours" HVAC the cost of such usage will be appropriately prorated between or among such tenants as reasonably determined by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent . Amounts payable by Tenant under the Lease, to Landlord shall promptly remit fifty percent (50%) for such use of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess additional utilities shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs deemed Additional Rent hereunder and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant billed on such a monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlordbasis.