Landlord’s General Conditions for Tenant’s Agents and Tenant Improvement Work Tenant’s and Tenant’s Agent’s construction of the Tenant Improvements shall comply with the following: (i) the Tenant Improvements shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant’s Agents shall submit schedules of all work relating to the Tenant’s Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant’s Agents of any changes which are necessary thereto, and Tenant’s Agents shall adhere to such corrected schedule; and (iii) Tenant shall abide by all rules made by Landlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Tenant Improvements.
Tenant’s Compliance With Landlord’s Fire and Casualty Insurance Tenant shall, at Tenant’s expense, comply with all insurance company requirements pertaining to the use of the Premises. If Tenant’s conduct or use of the Premises causes any increase in the premium for such insurance policies then Tenant shall reimburse Landlord for any such increase. Tenant, at Tenant’s expense, shall comply with all rules, orders, regulations or requirements of the American Insurance Association (formerly the National Board of Fire Underwriters) and with any similar body.
Tenant’s Reimbursement Except as may be specifically provided to the contrary in this Lease, Tenant shall pay to Landlord, upon delivery by Landlord to Tenant of statements therefor: (i) sums equal to expenditures reasonably made and obligations incurred by Landlord in connection with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of Section 26.1; (ii) sums equal to all losses, costs, liabilities, damages and expenses referred to in Article 10 of this Lease; and (iii) sums equal to all expenditures made and obligations incurred by Landlord in collecting or attempting to collect the Rent or in enforcing or attempting to enforce any rights of Landlord under this Lease or pursuant to law, including, without limitation, all reasonable legal fees and other amounts so expended. Tenant’s obligations under this Section 26.2 shall survive the expiration or sooner termination of the Lease Term.
Tenant Allowance Landlord shall provide Tenant an allowance for each Building in an amount not to exceed the sum set forth in the Basic Lease Information for the Tenant Allowance for the applicable Building (collectively, the “Tenant Allowance”), to be applied toward the cost of the following items in respect of the Tenant Improvements in the applicable Building: Architectural and engineering fees, space planning, building permits or other governmental fees, and the cost of labor, materials, contractors fees and overhead, and other charges included in the construction contract for construction of Tenant Improvements, including the contractor’s fee, overhead and general conditions, sales and use taxes, the cost of the builder’s risk insurance during construction and all testing and inspection costs. If Landlord elects to itself construct the Restroom Improvements, Landlord shall make payments to its contractor for the Restroom Improvements as and when such costs are incurred and deduct the amount of such payments from the Tenant Allowance for Building 2 up to the maximum amount stated in Paragraph I of this Work Letter. Landlord shall not be obligated to disburse any remaining portion of the Tenant Allowance attributable to a Building until such time as (i) the Commencement Date for the applicable Building has occurred and Tenant has accepted delivery of the Building and made the initial prepayment of Rent with respect to the applicable portion of the Premises; and (ii) Tenant has delivered to Landlord and Landlord has approved, in Landlord’s reasonable discretion, all of the following: (A) invoices, paid receipts and/or related evidence reasonably acceptable to Landlord establishing that Tenant has paid an amount equal to that portion of the Tenant Allowance requested by Tenant to third parties in connection with the Tenant Improvements in the applicable Building; (B) executed unconditional final mechanics’ lien releases, in statutory form, from Tenant’s contractor and all subcontractors, laborers, materialmen and suppliers used by Tenant with respect to all work in and to the Premises located in the applicable Building; (C) a certificate from Tenant’s architect or space planner, in a form reasonably acceptable to Landlord, certifying that the construction of the Tenant Improvements in the applicable Building has been substantially completed and meets all applicable building codes; (D) a copy of the certificate of occupancy (or similar governmental authorization) for the applicable Building; (E) “as-built” drawings for the Tenant Improvements in the applicable Building, signed by either Tenant’s architect, space planner or contractor, and electronic CAD files from Tenant’s Contractor and all subcontractors; and (F) a final punch list signed off by both Tenant and Landlord and/or their architects. Thereafter, Landlord shall deliver, within fifteen (15) days following Tenant’s delivery of the materials and information required for disbursement thereof in the preceding sentence, a check payable to Tenant in the amount of that portion of the Tenant Allowance requested by Tenant and paid to third parties in connection with the Tenant Improvements for the applicable Building (which amount shall not exceed the portion of the Tenant Allowance provided for such Building as specified in the Basic Lease Information). Landlord’s payment of any portion of the Tenant Allowance shall not be deemed Landlord’s approval any of the Tenant Improvements absent Landlord’s prior approval pursuant to this Work Letter. Landlord’s obligation to disburse the Tenant Allowance for each Building under this Paragraph 9(b) shall expire six (6) months after the Delivery Date for the applicable Building, subject to extension due to Force Majeure, such that Landlord shall not be obligated to provide to Tenant any undisbursed portion of the Tenant Allowance for a Building unless Tenant has delivered to Landlord all documents required above within nine (9) months after the Delivery Date of such Building.
Landlord’s Expenses In the event Tenant shall assign this Lease or sublet the Premises or request the consent of Landlord to any Transfer, then Tenant shall pay Landlord's reasonable costs and expenses incurred in connection therewith, including, but not limited to, attorneys', architects', accountants', engineers' or other consultants' fees.
Landlord’s Election If Tenant desires to assign its interest under the Lease or to sublet all or part of the Leased Premises (a “Proposed Transfer”), Tenant must first notify Landlord, in writing, of such Proposed Transfer, at least fifteen (15) business days in advance of the date it intends to close the Proposed Transfer, specifying (a) the size of the space to be so transferred, (b) the duration of the term of such Proposed Transfer and (c) the terms of the Proposed Transfer, including the name of the proposed assignee or sublessee, the proposed assignee’s or sublessee’s intended use of the Leased Premises, current financial statements (including a balance sheet, income statement and statement of cash flow, all prepared in accordance with generally accepted accounting principles) of such proposed assignee or sublessee, the form of documents to be used in effectuating such assignment or subletting and such other information as Landlord may reasonably request. Landlord shall have a period of fifteen (15) business days following receipt of such notice and the required information to consent or decline to consent to the Proposed Transfer. If Landlord does not respond within such fifteen (15) business day period, Landlord shall be deemed to have approved the Proposed Transfer. If Landlord declines to consent to the Proposed Transfer, Landlord shall notify Tenant in writing, specifying the reasons under this Lease that such refusal is justified. During such fifteen (15) business day period, Tenant covenants and agrees to supply to Landlord, promptly upon request, all necessary or relevant information which Landlord may reasonably request respecting such proposed assignment or subletting and/or the proposed assignee or sublessee.
Base Rent Lessee shall pay Base Rent and other rent or charges, as the same may be adjusted from time to time, to Lessor in lawful money of the United States, without offset or deduction, on or before the day on which it is due under the terms of this Lease. Base Rent and all other rent and charges for any period during the term hereof which is for less than one full month shall be prorated based upon the actual number of days of the month involved. Payment of Base Rent and other charges shall be made to Lessor at its address stated herein or to such other persons or at such other addresses as Lessor may from time to time designate in writing to Lessee.
Landlord’s Fees Whenever Tenant requests Landlord to take any action not required of it hereunder or give any consent required or permitted under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable, out-of-pocket costs payable to third parties and incurred by Landlord in reviewing the proposed action or consent, including reasonable attorneys’, engineers’ or architects’ fees, within thirty (30) days after Landlord’s delivery to Tenant of a statement of such costs. Tenant will be obligated to make such reimbursement without regard to whether Landlord consents to any such proposed action.
Fixed Rent Tenant agrees to pay to Landlord, on the Rent Commencement Date, and thereafter monthly, in advance, on the first day of each and every calendar month during the Original Lease Term, a sum equal to one-twelfth (1/12th) of the Annual Fixed Rent specified in Section 1.1 hereof. Until notice of some other designation is given, fixed rent and all other charges for which provision is herein made shall be paid by remittance to or for the order of Boston Properties Limited Partnership, as agent of Landlord. All remittances received by BOSTON PROPERTIES LIMITED PARTNERSHIP, as agent as aforesaid, or by any subsequently designated recipient, shall be treated as a payment to Landlord. Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate on a pro rata basis, and, if the Rent Commencement Date shall be other than the first day of a calendar month, the first payment of Annual Fixed Rent which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent for the partial month from the Rent Commencement Date to the first day of the succeeding calendar month. Additional Rent payable by Tenant on a monthly basis, as elsewhere provided in this Lease, likewise shall be prorated, and the first payment on account thereof shall be determined in similar fashion and shall commence on the Rent Commencement Date and other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant. Notwithstanding that the payment of Annual Fixed Rent payable by Tenant to Landlord shall not commence until the Rent Commencement Date, Tenant shall be subject to, and shall comply with, all other provisions of this Lease as and at the times provided in this Lease. The Annual Fixed Rent and all other charges for which provision is made in this Lease shall be paid by Tenant to Landlord without setoff, deduction or abatement.
Rent Beginning on the Commencement Date, Tenant covenants and agrees to pay, without abatement, deduction or offset except as otherwise specifically provided herein, to Landlord, “Base Rent” for the Premises, on or before the first (1st) day of the first (1st) full calendar month of the Term hereof and on or before the first (1st) day of each and every successive calendar month thereafter during the full Term of this Lease and any renewal thereof, subject to the adjustments as provided hereinafter along with any applicable tax as defined herein, at the then current rate. If the Commencement Date occurs on a day other than the first (1st) day of a calendar month, the first Base Rent payment shall be in the amount of the Base Rent for one (1) full calendar month plus the prorated Base Rent for the calendar month in which the Commencement Date falls, such payment to be due on the Commencement Date. The Prepaid Rent described above shall be applied by Landlord to the Rent payable for the first full month that Rent is due. If Tenant fails to pay any regular monthly installment of Base Rent or Landlord’s Operating Costs or any other monthly amounts by the seventh (7th) day of the month in which such installment is due (provided that Landlord will be required to give Tenant written notice of Tenant’s failure to pay any such monthly payments two (2) times in any twelve (12) month period prior to such late fees being charged), or if Tenant fails to pay any other sum of money within thirty (30) days after written notice by Landlord to Tenant, or if any check delivered for the payment of Rent is returned for insufficient funds, there will be added to the unpaid amount a late charge based on the monthly prorata percentage of the Default Rate and applied to the amount due to compensate Landlord for the extra administrative expenses incurred. Notwithstanding anything to the contrary above, Landlord agrees that it will not impose the aforesaid late charges unless Tenant has failed to pay any installment of Rent on the due date thereof (and such failure shall not have been cured on or before the last day of any grace period, if any) two (2) times in any twelve (12) month period. The Base Rent payable by Tenant to Landlord shall be in accordance with the following schedule:
