Completion of Landlord’s Work. Landlord shall substantially complete or cause to be substantially completed Landlord’s Work in a good and workmanlike manner, in accordance with the Tl Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature that do not interfere with the use of the Premises and with a certificate or temporary certificate of occupancy (or an equivalent approval having been issued) for the Premises permitting lawful occupancy of the Premises (but specifically excluding any permits, licenses or other governmental approvals required to be obtained in connection with Tenant’s operations in the Premises) (“Substantial Completion” or “Substantially Complete”). Notwithstanding the foregoing, Landlord’s Work shall not be considered Substantially Completed until the Walk-Through Inspection (as defined below) has been completed. Upon Substantial Completion of Landlord’s Work, Landlord shall require the Tl Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“AIA”) document [[Unknown Identifier]]. For purposes of this Work Letter, “Minor Variations” shall mean any modifications reasonably required: # to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the Tl Permit); # to comply with any request by Tenant for modifications to Landlord’s Work; # to comport with good design, engineering, and construction practices that are not material; or # to make reasonable adjustments for field deviations or conditions encountered during the construction of Landlord’s Work. Landlord shall provide Tenant notice of any such Minor Variations. For purposes of this Work Letter, “Walk-Through Inspection” shall mean that Landlord and Tenant have together, within 1 business day after request from Landlord to do so, conducted a walk-through inspection of the Premises to create a punch list reasonably acceptable to Landlord and Tenant.

Landlord’s Right to Terminate. Landlord at any time and from time to time shall have the right to terminate this Lease as to the whole or any part of the Premises for purposes of selling or otherwise leasing all or any part of the Premises for development by giving Tenant thirty (30) days prior written notice specifying the portion of the Premises to which Landlord is exercising its right of termination, and this Lease shall terminate as to the portion of the Premises described in such notice on last to occur of # the termination date as set forth in such notice and # the date of transfer of title or possession to the Premises. Landlord shall not have the right to terminate this Lease in whole or in part in order for Landlord to develop, own or operate any portion of Premises solely for commercial parking not part of or integral to any further development in the Capital Center District in Providence or with respect to Lot 20. Further, Landlord agrees that it will not give Tenant notice of termination for any Particular Parking Lot (or any portion thereof) for sale or ground lease to an unaffiliated third party the intended use of which is solely the construction of a parking structure unrelated to and not part of the construction of other improvements on any other portion of the Premises without first complying with the provisions of Section 30 hereof. Upon such termination, the Base Rent shall be adjusted as provided in Section 3.4. To be clear, Landlord may not terminate this Lease (as to a whole or any portion of the Premises) without complying with the provisions of Section 30 hereof if the purpose of such termination is to have any third party, engage in a commercial surface parking operation (i.e., a parking operation the same as, or similar to, that of Tenant unrelated and not part of the construction of other improvements on any other portion of the Premises) on the applicable terminated area.

Landlord’s Costs and Expenses. If Tenant shall fail to comply with any of its obligations hereunder, Landlord may, upon ten (10) days’ prior written notice to Tenant (or without notice in case of emergency), take any such action as may be reasonably required to cure any such default by Tenant. Tenant will pay to Landlord, on demand, all costs and expenses, including reasonable attorneys’ fees, incurred by Landlord arising out of any such Landlord self-help following a default, or other charges payable by Tenant hereunder, or in connection with any litigation commenced by Tenant or by a third party against Tenant (other than condemnation proceedings) to which Landlord, without any fault on its part, shall be made a party. All such amounts owing to Landlord shall constitute additional Rent hereunder.

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Certain Rights Reserved by Landlord. Landlord hereby reserves and shall have the following rights with respect to the Premises and the Project: # to make inspections, repairs, or improvements, whether structural or otherwise, in and about the Premises or any part thereof; and # to enter the Premises at reasonable hours (or at any time in an emergency) to perform repairs, to take any action authorized hereunder, or to show the Premises to prospective purchasers or lenders, or, during the last six (6) months of the Term, prospective tenants.

(a) Tenant Indemnification of Landlord. Except to the extent caused by the negligence or willful misconduct of Landlord or Landlord’s Representatives (or any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them), Tenant shall reimburse Landlord and Landlord’s Representatives (as additional rent), and shall indemnify, defend upon request and hold them harmless from and against all Claims suffered by or claimed against them, directly or indirectly, by any third party and based on or arising out of, in whole or in part, from: # use and occupancy of the Premises or any of the Amenities or other common areas of the Condominium by Tenant or its Agents or the business conducted therein, # any negligent or willful act or omission of Tenant or any Agent on or about the Premises or the Condominium, # any breach of Tenant’s obligations under this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or earlier termination of the Lease Term, or # any entry by Tenant or any Agent upon the Land prior to the Lease Commencement Date; provided, however, that neither Tenant nor any of its Agents (nor any past, present or future board member, partner, trustee, director, member, officer, employee, agent, representative or advisor of any of them) shall under any circumstances be liable to Landlord or to any of Landlord’s Representatives or other parties indemnified hereunder for any exemplary, punitive, consequential or indirect damages (or for any interruption of or loss to business). In no event shall Tenant have any liability to Landlord for interruption or loss to Landlord’s business or (except as provided in Article XXII hereof) any indirect or consequential damages, or for any liability covered by any insurance policy carried (or required by this Lease to be carried) by Landlord or such person for which Landlord is fully paid (except that Tenant shall reimburse Landlord for any deductible actually paid by Landlord with respect to the same).

General; Landlord’s Termination Right. If the Premises or the Building are totally or partially damaged or destroyed thereby rendering the Premises totally or partially inaccessible or unusable, then, Landlord shall, within forty five (45) days after Landlord is first able to gain access to the Building and the Premises following the occurrence of the damage or destruction described in [Section 17.1], provide a written notice to Tenant (the “Repair Estimate Notice”) including # an estimated date upon which the repair or restoration required of Landlord will be substantially completed (taking into account the time needed for effecting a satisfactory settlement with any insurance company involved, removal of debris, preparation of plans and issuance of all required governmental permits) (the “Estimated Repair Completion Date”), and # commercially reasonable back-up documentation (i.e., report or certification issued by a reputable and duly licensed insurance claims adjuster, architect or engineer, as applicable). Unless this Lease is terminated by Landlord or Tenant as hereinafter provided, then Landlord shall diligently repair and restore # the Premises and the Landlord’s Work, but excluding any other Alterations or any other contents of the Premises, including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property, and # the Building, including, without limitation, all Property Common Areas and the Amenities), in each case to substantially the same condition they were in prior to such damage or destruction; provided, however, that if the Estimated Repair Completion Date set forth in the Repair Estimate Notice exceeds one (1) year after the date Landlord’s repairs are expected to commence, then Landlord shall have the right to terminate this Lease by giving written notice of termination within forty-five (45) days after the occurrence of such damage or destruction. If this Lease is not terminated as a result of such damage or destruction, then until such repair and restoration of the Premises are substantially complete, Tenant shall be required to pay rent only for the portion of the Premises that is usable for the Permitted Use while such repair and restoration are being made; provided, however, that # if such damage or destruction was caused by the willful misconduct of Tenant or any employee of Tenant, then Tenant shall not be entitled to any such rent reduction . After receipt of its insurance proceeds, Landlord shall proceed with and bear the expenses of such repair and restoration of the Premises and the Building it is required to perform hereunder; provided, however, that # if such damage or destruction was caused by the negligence or willful misconduct of Tenant or any Agent, then Tenant shall pay Landlord’s deductible and the amount by which such expenses exceed such deductible and the insurance proceeds, if any, actually received by Landlord on account of such damage or destruction (or, if Landlord fails to maintain the insurance required by [Section 13.3], that Landlord would have received to the extent Landlord maintained such insurance required by [Section 13.3]), and # Landlord shall not be required to repair or restore any Tenant Items (except to the extent Landlord receives proceeds therefor from Tenant’s insurance), any Alterations or any other contents of the Premises (including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or personal property). Notwithstanding anything herein to the contrary, provided that Landlord contemporaneously terminates the leases of all other tenants in the Commercial/Garage Unit, Landlord shall have the right to terminate this Lease if # insurance proceeds plus deductibles are insufficient to pay all or substantially all of the cost of such repair and restoration (so long as Landlord maintains the insurance required by [Section 13.3]), # the holder of any Mortgage fails or refuses to make any material portion of such insurance proceeds available for such repair and restoration, # zoning or other applicable Laws or regulations do not permit such repair and restoration of the Building to substantially the same condition as existing prior to the fire or other casualty, or # the damage to the Commercial/Garage Unit exceeds thirty-five percent (35%) of the replacement value of the Commercial/Garage Unit.

Consent of Master Landlord and Sublandlord. The consent of Master Landlord and Sublandlord shall be required in connection with any act which requires the consent of Master Landlord pursuant to the terms of the Master Lease.

Services and Utilities Provided by Landlord. Provided Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and to the Rules and Regulations, Landlord shall furnish to the Premises, # water for lavatory and drinking purposes and electricity, heat and air conditioning as provided by the Base Building Systems, and # elevator service, which shall mean service either by nonattended automatic elevators or elevators with attendants, or both, at the option of Landlord. Tenant acknowledges that Tenant has reviewed and accepts the water, electricity, heat and air conditioning and other utilities and services being supplied or furnished to the Premises as described in [Schedule 1] of the Tenant Improvement Agreement and the LEED Design/Operational Requirements set forth in Exhibit G, as being sufficient for use of the Premises for reasonable and normal office use and suitable for the Permitted Use and for Tenant’s intended operations in the Premises. Tenant agrees to keep and cause to be kept closed all window covering when necessary because of the sun’s position, and Tenant also agrees at all times to cooperate fully with Landlord and to abide by all of the regulations and requirements which Landlord may prescribe for the proper functioning and protection of electrical, heating, ventilating and air conditioning systems. Wherever heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

(a) In the event of Master Lease Termination (as hereinafter defined) prior to the termination of the Sublease, at Landlord’s option, Sublessee agrees to attorn to Landlord and to recognize Landlord as Sublessee’s landlord under the Sublease and, if Landlord so elects, Landlord