Appurtenant Rights Tenant shall have, as appurtenant to the Premises, rights to use, and permit its invitees to use, in common with Landlord and other tenants and occupants of the Property, subject to reasonable rules and regulations from time to time made by Landlord of which Tenant is given notice: (a) the common lobbies, toilets and corridors of the Building and the pipes, ducts, conduits, wires and appurtenant fixtures serving the Premises as more particularly described in the Work Letter attached as Exhibit B hereto, (b) common walkways and driveways necessary for access to the Building, (c) the onsite café, Building showers and lockers, Building common mother’s room, secured, covered bicycle storage, rooftop paddle tennis club and shuffleboard courts as in existence as of the date hereof, all of which are hereinafter known as the “Common Areas”, Tenant shall have the right to lease from Landlord up to thirty-eight (38) parking spaces plus, on a monthly tenant-at-will basis, an additional ½ parking space per 1,000 rentable square feet in the Premises (the “Additional Parking”), for Tenant’s exclusive use that are located at the onsite parking facility (the ‘‘Tenant Parking”) at the monthly rent of $190.00/month per parking space, for the spaces in use, as such rate may be changed from time to time to reflect market parking fees (the “Parking Fee”). Tenant shall notify Landlord annually, within thirty (30) days prior to the commencement of each Lease Year, as to how many spaces of Tenant Parking Tenant has elected to use for such year. Tenant shall notify Landlord on or before the 10th day of each month how many Additional Parking spaces Tenant will lease for the following month. The Additional Parking shall be available to Tenant on first come, first served basis until the Building is fully leased. Tenant shall pay the Parking Fee to Landlord on the first day of each month in advance and such Parking Fee shall be deemed Additional Rent hereunder. Landlord reserves the right to relocate the Tenant Parking to a potential future adjacent parking structure owned by Landlord. Tenant shall have access to a shared loading dock in the Building. Tenant shall have exclusive use of a freight elevator. Tenant shall have access to and use of the Premises, the Common Areas and loading dock 24 hours per day, 7 days per week, 365 days per year. To assist Landlord in preserving the common parking area, Landlord reserves the right to require Tenant to cause its employees to affix to their vehicles an identification sticker as furnished by Landlord as evidence that they are entitled to use said parking area. Further, Tenant shall furnish to Landlord, upon Landlord’s request at reasonable intervals, the license plate numbers of vehicles of employees of Tenant who are principally employed at the Premises. Landlord reserves the right from time to time, upon not less than two (2) days prior notice, which may be oral, (except for emergency situations, where no prior notice shall be required, provided Landlord shall notify Tenant after such entry has occurred), without unreasonable interference with Tenant’s use of or access to the Premises: (a) to install above a dropped ceiling (when applicable), use, maintain, repair, replace and relocate for service to the Premises and/or other parts of the Building pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or Building, (b) to alter or relocate any other Common Areas, (c) to make any repairs and replacements to the Premises which Landlord may deem necessary, and (d) in connection with any excavation made upon adjacent land of landlord or others, to enter, and to license others to enter, upon the Premises to do such work as the person causing such excavation deems necessary to preserve the wall of the Building from injury or damage and to support the same. Tenant shall install and maintain, as Landlord may reasonably require, proper access panels in any hung ceilings or walls as may be installed by Tenant in the Premises to afford access to any facilities above the ceiling or within or behind the walls. As part of Landlord’s Work. Landlord shall install the base building PH neutralization system on the ground floor adjacent to the boiler room, which shall be adequate for Tenant’s needs. With respect to Tenant’s use of the base building PH neutralization system, on or before the Commencement Date, Landlord shall obtain any discharge permits required by the Massachusetts Water Resources Authority (“MWRA Permits”) and, to the extent required for Tenant’s use, Tenant shall obtain a wastewater treatment operator license from the Commonwealth of Massachusetts. Landlord and Tenant shall reasonably cooperate with each other to obtain such MWRA Permits and operator license. Tenant shall have the right to tie into the base building pH neutralization system, and the actual monitoring, repair and maintenance costs of the base building pH neutralization system shall be passed through to Tenant on a pro-rata basis. Landlord shall allocate fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Building is located (the “UBC”)) within the Building for the storage of Hazardous Materials. Tenant shall be allocated one (1) control area, which shall consist of the Premises in its entirety.
Enforcement Rights (a) At any time following the occurrence of a Termination Event:
Settlement Rights The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party, provided, however, that the Controlling Party shall not settle any Tax Contest with respect to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement without the Non-Controlling Party’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). Unless waived by the Parties in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (A) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (B) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (C) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (D) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (E) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Section 9.2(b), “Controlling Party” means the Party entitled to control the Tax Contest under such section and “Non-Controlling Party” means the other Party.