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FIFTH AMENDMENT TO OFFICE LEASE
This FIFTH AMENDMENT TO OFFICE LEASE (this "Fifth Amendment") is entered into as of October 24, 2025 (the "Effective Date"), by and between 400 FAIRVIEW AVENUE LLC, a Delaware limited liability company ("Landlord"), and IMPINJ, INC., a Delaware corporation ("Tenant").
RECITALS
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
square feet of space (and each Suite shall be deemed to contain the rentable square footage
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(“RSF”) set forth below), and the Building shall be deemed to contain 344,755 rentable square feet of space.
Suite | RSF |
1100 | 26,405 |
1200 | 26,402 |
1400 | 17,625 |
Total | 70,432 |
(i) thirty (30) days following the date that Tenant receives a certificate of occupancy or its equivalent for the Expansion Premises, and (ii) seven (7) months following Landlord's delivery of the Expansion Space (the "Expansion Commencement Date"), Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Premises. Consequently, effective upon the Expansion Commencement Date, the Existing Premises shall be increased to include the Expansion Premises. The addition of the Expansion Premises to the Existing Premises shall, effective as of the Expansion Commencement Date, increase the size of the Premises to 76,995 rentable square feet. The Existing Premises and the Expansion Premises shall, effective as of the Expansion Commencement Date, collectively be referred to as the "Premises".
monthly installments of Base Rent for the Existing Premises in accordance with the terms of the Lease, as set forth below.
Period During Extended Term |
|
Annual Base Rent |
| Monthly Installment of Base Rent |
| Annual Base Rent Rate per Rentable Square Foot* |
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September 1, 2025 – August 31, 2026** |
|
$2,817,279.96 |
|
$234,773.33 |
|
$40.00 |
September 1, 2026 – August 31, 2027 |
|
$2,901,798.36 |
|
$241,816.53 |
|
$41.20 |
September 1, 2027 – August 31, 2028 |
|
$2,988,852.36 |
|
$249,071.03 |
|
$42.44 |
September 1, 2028 – August 31, 2029 |
|
$3,078,517.92 |
|
$256,543.16 |
|
$43.71 |
September 1, 2029 – August 31, 2030 |
|
$3,170,873.52 |
|
$264,239.46 |
|
$45.02 |
September 1, 2030 – August 31, 2031 |
|
$3,265,999.68 |
|
$272,166.64 |
|
$46.37 |
September 1, 2031 – August 31, 2032 |
|
$3,363,979.68 |
|
$280,331.64 |
|
$47.76 |
September 1, 2032 – August 31, 2033 |
|
$3,464,899.08 |
|
$288,741.59 |
|
$49.19 |
September 1, 2033 – August 31, 2034 |
|
$3,568,845.96 |
|
$297,403.83 |
|
$50.67 |
September 1, 2034 – August 31, 2035 |
|
$3,675,911.40 |
|
$306,325.95 |
|
$52.19 |
September 1, 2035 – August 31, 2036 |
|
$3,786,188.76 |
|
$315,515.73 |
|
$53.76 |
September 1, 2036 – August 31, 2037 |
|
$3,899,774.40 |
|
$324,981.20 |
|
$55.37 |
September 1, 2037 – January 31, 2038 |
|
$4,016,767.68 |
|
$334,730.64 |
|
$57.03 |
*The amounts identified in the column entitled "Annual Base Rent Rate per Rentable Square Foot" are rounded amounts provided for informational purposes only.
**Notwithstanding the foregoing Base Rent schedule or any contrary provision of the Lease, but subject to the terms of Section 4.4, below, Tenant shall not be obligated to pay the monthly installment of Base Rent for the Existing Premises for the initial eight (8) full calendar months of the Extended Term (i.e., the period commencing on September 1, 2025 and ending on April 30, 2026).
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under the Lease, and shall fail to cure such default within the applicable notice and cure period permitted for cure pursuant to the terms and conditions of the Lease, or if the Lease is terminated for any reason other than Landlord's breach of the Lease or an event of casualty or an event of condemnation, then (i) if the Lease is not terminated, the dollar amount of the unapplied portion of the Base Rent Abatement as of the date of such default shall be converted to a credit to be applied to the Base Rent applicable at the end of the Extended Term and Tenant shall immediately be obligated to begin paying Base Rent for the Premises in full, and (ii) if the Lease is terminated, for purposes of determining Landlord's damages under Applicable Laws, the dollar amount of the unapplied portion of the Base Rent Abatement as of the date of such termination shall be converted to a credit to be applied to the Base Rent applicable at the end of the Extended Term.
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(b) Tenant shall continue to occupy the Existing Premises in their currently existing, "as is" condition following the Effective Date. Except as otherwise provided in the Tenant Work Letter attached hereto as Exhibit B (the "Tenant Work Letter"), Landlord shall not be obligated to provide or pay for any other work or services related to the improvement of the Expansion Premises, and Tenant shall accept the Expansion Premises in their presently existing, “as-is” condition. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Existing Premises, Expansion
Premises or the Building as of the Effective Date or with respect to the suitability of the same for the conduct of Tenant's business.
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12.1 of the Original Lease) shall apply with full force and effect to the Exterior Expansion Premises. In the event that the insurance carried by Tenant in accordance with the terms of Section 9.2 of the Original Lease would not cover a particular event, activity or other use of the Exterior Expansion Premises by Tenant, Tenant, at Tenant's sole cost and expense, shall procure additional reasonable liability insurance as reasonably required to cover such event, activity or use in amounts as may reasonably required by Landlord.
Expansion Premises contains certain existing furniture, fixtures, plants and other similar items currently installed or placed on the Exterior Expansion Premises (collectively, the "Exterior Furniture and Fixtures"). Within thirty (30) days following the Effective Date hereof, Tenant and Landlord shall walk-through the Exterior Expansion Premises and compile a written list of all items of Exterior Furniture and Fixtures which Tenant desires Landlord to remove from the Exterior Expansion Premises (the “Rejected Exterior Furniture and Fixtures”). Prior to the Expansion Commencement Date, Landlord shall remove, at Landlord’s sole cost and expense, the Rejected Exterior Furniture and Fixtures from the Exterior Expansion Premises and repair any damage to the Exterior Expansion Premises caused by such removal. Other than the Rejected Exterior Furniture and Fixtures, all Exterior Furniture and Fixtures shall become the sole property of Tenant, and, upon the expiration or earlier termination of the Lease, Tenant shall remove, at Tenant’s sole cost and expense, all such Exterior Furniture and Fixtures from the Premises and shall repair any damage caused to the Premises occasioned by such removal of the Exterior Furniture and Fixtures. Notwithstanding any contrary provision of the Lease, Landlord hereby
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makes no representations or warranties regarding the Exterior Furniture and Fixtures, and Tenant acknowledges that the Exterior Furniture and Fixtures shall be transferred, pursuant to a commercially reasonable bill of sale for consideration of $1.00, on an “AS IS”, “WHERE IS”, “WITH ALL FAULTS” basis, and without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever, including, but not limited to, any warranty of title, fitness for a particular purpose or merchantability, and Landlord shall have no liability or obligation with respect to the condition thereof or for any maintenance and repairs required thereto. Tenant shall comply with all laws, statutes, ordinances or other governmental rules, regulations or requirements with respect to such Exterior Improvements and Exterior Furniture and Fixtures. Tenant, at Tenant's sole cost and expense, shall keep the Exterior Furniture and Fixtures in good and clean condition and repair throughout the Extended Term, as the same may be extended. Tenant acknowledges that use of the Exterior Expansion Premises carries with it certain inherent risks that it may not be possible to eliminate regardless of the care taken to avoid injuries, and Tenant hereby assumes all risks associated with the use of the Exterior Expansion Premises by Tenant.
demolition shall be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed (provided it shall be deemed reasonable for Landlord to withhold its consent if, pursuant to applicable Laws, the demolition of the Existing Pergola would impact the certificate of occupancy (or its legal equivalent) of the Building or the Premises (including the Expansion Premises), or would impact the permitted use of the Premises (including the Expansion Premises)), and Tenant shall coordinate with Landlord to ensure that such demolition is completed in a safe and expeditious manner, as determined by Landlord in its reasonable discretion.
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(i) to terminate the Lease with respect to the Expansion Space only, in which case the Lease shall
terminate and be of no further force or effect with respect to the Expansion Space only upon Landlord's receipt of such notice, or (ii) to agree to extend the Outside Date to that date set forth in Landlord's notice to Tenant. Failure by Tenant to deliver such notice or to make such election shall be deemed to be Tenant's agreement to extend the Outside Date to that date set forth in Landlord's notice to Tenant.
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(3) full calendar months following the Termination Date, and (B) the "Unamortized Costs" as that term is defined, below. For purposes of this Section 9, the "Unamortized Costs" shall be equal to unamortized amount, as of the Termination Date, of the sum of the following costs paid or incurred by Landlord with respect to the Premises on or before the Termination Date:
(a) brokerage commissions paid by Landlord hereunder or otherwise; (b) the Tenant Improvement Allowance provided hereunder, (c) the amount of the Base Rent Abatement, and
(d) the difference between (x) the Base Rent that would have been applicable to the Existing Premises prior to this Fifth Amendment, and (y) the Base Rent for the Existing Premises pursuant to this Fifth Amendment, during the period from September 1, 2025 through December 26, 2026. The Unamortized Costs shall be amortized on a straight line basis over the period from the
expiration of the Base Rent Abatement Period through and including the scheduled Extended Expiration Date at eight percent (8%) interest per annum over such period.
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(a) the rentable square feet of the Contraction Space as the numerator, and (b) the rentable square feet of the entire Premises as the denominator) to reflect that the Contraction Space is less than the entire Premises.
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renewals and extensions thereof, but only to the extent such renewals or extensions are set forth in such existing leases as of the date of this Fifth Amendment) of the existing tenants of the First Offer Space, and such right of first offer shall be subordinate to all rights of other existing tenants of the Property as of the date of this Fifth Amendment, which rights relate to the First Offer Space and which rights are set forth in leases of space in the Property existing as of the date hereof, each including any renewal, extension, expansion, first offer, first negotiation and other similar rights, regardless of whether such rights are executed strictly in accordance with their respective terms or pursuant to lease amendments or new leases (all such tenants under existing leases of the First Offer Space and other tenants of the Property, collectively, the "Superior Right Holders"). Tenant's right of first offer shall be on the terms and conditions set forth in this Section 12, and Tenant shall not have any right of first offer, right of first refusal, or other expansion rights except as set forth in this Section 12.
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Notice; provided, however, that if Landlord shall fail to lease such First Offer Space to a third party within twelve (12) months following the expiration of the Tenant Exercise Period, then Landlord shall again be obligated to deliver to Tenant a First Offer Notice in connection with such First Offer Space in accordance with the terms of this Section 12.2.
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provided Landlord shall have the right to waive the Option Conditions in Landlord's sole discretion.
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Landlord: 400 Fairview Avenue LLC
c/o Pembroke Real Estate LLC
255 State Street
Boston, MA 02109 Attention: Asset Manager
With a copy to:
Pembroke Real Estate LLC 255 State Street
Boston, MA 02109 Attention: General Counsel
and
Allen Matkins Leck Gamble Mallory & Natsis LLP 1901 Avenue of the Stars, Suite 1800
Los Angeles, California 90067 Attention: Anton N. Natsis, Esq.
[remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date and year first above written.
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LANDLORD: 400 FAIRVIEW AVENUE LLC,
a Delaware limited liability company
By: /s/ Mark Takeuchi
Name: Mark Takeuchi
Its: Authorized signatory
TENANT: IMPINJ, INC.,
a Delaware corporation
By: /s/ Cary Baker
Name: Cary Baker
Its: CFO
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EXHIBIT A
OUTLINE OF EXPANSION PREMISES

EXHIBIT B TENANT WORK LETTER
This Tenant Work Letter shall set forth the terms and conditions relating to the construction of the tenant improvements in the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of the Fifth Amendment" shall mean the relevant portions of the Fifth Amendment to which this Tenant Work Letter is attached as Exhibit B and of which this Tenant Work Letter forms a part, all references in this Tenant Work Letter to Articles or Sections of the "Lease" shall mean the Original Lease referenced in Recital A of the Fifth Amendment, and all references in this Tenant Work Letter to Sections of "this Tenant Work Letter" shall mean the relevant portion of Sections 1 through 5 of this Tenant Work Letter. The term "Premises" as used in this Tenant Work Letter shall mean only the Expansion Premises.
SECTION 1
DELIVERY OF THE PREMISES AND BASE BUILDING
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(including without limitation compliance with any local enactments of the Americans with Disability Act) to the Base Building portion of the Interior Expansion Premises, and the common area (including restrooms) located on the fourteenth (14th) floor of the Building, to the extent necessary for Tenant to obtain a certificate of occupancy or its legal equivalent for the Exterior Expansion Premises for general office use (assuming a normal and customary general office occupancy density), and the “Landlord Work" (as such term is defined below) shall be substantially completed. The conditions for Landlord’s delivery of the Expansion Premises to Tenant as set forth in the immediately preceding sentence shall be known as the “Expansion Space Delivery Condition.” The "Base Building" shall mean the structural portions of the Building, and the public restrooms, elevators, exit stairwells and the systems and equipment located in the internal core of the Building on the floor on which the Premises is located. As used herein “Landlord Work” shall mean removing all existing tenant improvements in the Interior Expansion Premises, such that the Interior Expansion Premises is in shell condition; provided, however, Tenant hereby acknowledges that as part of removing all existing improvements in the Interior Expansion Premises, Landlord shall remove the existing gas lines to the Exterior Expansion Premises, and as a result of such removal there will be no gas hookups in the Exterior Expansion Premises, and Landlord hereby acknowledges that Tenant may, at Tenant’s option, include any existing furniture, fixtures and/or equipment located on or in the Exterior Expansion Premises that utilize such gas lines in the list of Rejected Exterior Furniture and Fixtures.
1.3 Landlord’s Cooperation with Tenant’s Construction of the Tenant Improvements. Notwithstanding anything set forth in the Lease or the Fifth Amendment to the contrary, Landlord shall actively and reasonably cooperate in supporting Tenant’s construction of the Tenant Improvements in accordance with Building rules and regulations, which cooperation shall include providing after-hours access to the Building, coordinating Tenant’s use of the Building’s freight elevator and loading dock, expediting to the extent reasonably practical Tenant’s security and contractor credentialing, and coordinating Tenant’s tie-ins of the Tenant Improvements to Base Building systems and equipment (e.g., HVAC, electrical fire/safety).
SECTION 2
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TENANT IMPROVEMENTS
$5,004,675.00 (i.e. $65.00 per rentable square foot of the Premises times 76,995 rentable square feet) for the costs relating to the design and construction of Tenant's improvements and Tenant's purchase of related furnishings, fixtures and equipment, as more specifically set forth in Section 2.2.1, below (the "Tenant Improvements"). In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work Letter in a total amount which exceeds the Tenant Improvement Allowance. Except as specifically provided in Section 2.1.1 below, in the event that the Tenant Improvement Allowance is not fully utilized by Tenant on or before July 31, 2028 (the "Allowance Deadline Date"), then such unused amounts shall revert to Landlord, and Tenant shall have no further rights with respect thereto. All Tenant Improvements, excluding any furniture purchased pursuant to Section 2.2.1.7, below, that is not attached to the Base Building, for which
the Tenant Improvement Allowance has been made available shall be deemed Landlord's property under the terms of the Lease; provided, however, Landlord may, by written notice to Tenant prior to the end of the Extended Term, or given following any earlier termination of the Lease, require Tenant, at Tenant's expense, to remove any Tenant Improvements, and to repair any damage to the Premises and Building caused by such removal and return the affected portion of the Premises to their condition existing prior to the installment of such Tenant Improvements; provided; however, that notwithstanding the foregoing, upon request by Tenant at the time of Tenant's request for Landlord's consent to the Final Working Drawings, Landlord shall notify Tenant whether all or any portion of the Tenant Improvements will be required to be removed pursuant to the terms of this Section 2.1. In no event shall more than fifty percent (50%) of the Tenant Improvement Allowance (i.e., $2,502,337.50) be used for FF&E and/or Professional Fees (as those terms are defined in Section 2.2.1 below).
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of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the "Construction Drawings," as that term is defined in Section 3.1 of this Tenant Work Letter;
management systems;
audiovisual, signage, furniture, trade fixtures and equipment (collectively, “FF&E”) in the Premises, and the cost of Professional Fees, not exceed more than fifty percent (50%) of the Tenant Improvement Allowance (i.e., $2,502,337.50) in the aggregate;
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supplier who will be paid from the draw and a unconditional lien release from all contractors, subcontractors and suppliers with respect to all amounts that were to have been paid from any prior draw, and (iii) all other information reasonably requested by Landlord. Thereafter, Landlord shall deliver a check to Tenant in payment of the amounts so requested by Tenant, as set forth in this Section 2.2.2.1, above (subject to a retainage from each draw equal to 5% of the requested amount, the aggregate amount of such retentions to be known as the "Final Retention")..
(A) completion of Tenant Improvements in the entire Premises in accordance with the plans approved by Landlord, (B) Landlord's receipt of paid invoices and any other documentation reasonably required by Landlord for all costs and expenses for which reimbursement is sought, and (C) Landlord's receipt of final lien releases from all contractors, subcontractors and suppliers, and (D) Landlord receipt of as-built plans for the improvements and a copy of Tenant's certificate of occupancy (or legal equivalent). If Tenant does not provide all of the required lien releases, Landlord will not be required to disburse the final payment until all lien rights have expired in accordance with applicable laws. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be obligated to disburse any portion of the Tenant Improvement Allowance if:
(i) Landlord has received written notice of any unpaid claims relating to any portion of the work performed by or on behalf of Tenant or materials in connection therewith, other than claims which will be paid in full from such disbursement, (ii) there is an unbonded lien outstanding as a result of the work performed by Tenant, (iii) the conditions to the advance of the Tenant Improvement Allowance are not satisfied, or (iv) a default by Tenant is outstanding under the Lease beyond any applicable notice and cure period expressly set forth in the Lease. Tenant shall have the right to cure any lien claims (and failure to receive lien releases related to such lien claim) by procuring a bond that releases such lien claims from title.
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SECTION 3 CONSTRUCTION DRAWINGS
Premises that are being remodeled, which work is not part of the Base Building. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings." Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in the Lease shall specifically apply to the Construction Drawings.
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changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld.
SECTION 4
CONSTRUCTION OF THE TENANT IMPROVEMENTS
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actual and reasonable third-party out-of-pocket costs incurred by Landlord in connection with Tenant’s design and construction of the Tenant Improvements; provided, however, upon Tenant’s written request, Landlord shall provide an estimate of any such out-of-pocket expenses; provided further, however, if any such out-of-pocket expense is reasonably estimated to exceed $20,000.00, then Landlord shall, whether or not it receives a written request from Tenant, provide such estimate to Tenant prior to Landlord incurring such expense and Tenant shall have the right to reasonably approve or disapprove such out-of-pocket expense, however if Tenant disapproves such out-of-pocket expense then Landlord shall have the right to disapprove the applicable portion of Tenant’s Construction Drawings and/or Tenant Improvements that prompted the need for Landlord to incur the out-of-pocket expense. In the event of a conflict between the Approved Working Drawings and Landlord's construction rules and regulations, Landlord, in its reasonable discretion, shall determine which shall prevail. If, after the date of this Fifth Amendment, Landlord and Tenant agree, in each party’s sole discretion, that Landlord shall directly retain the Contractor to construct the Tenant improvements (in lieu of Tenant retaining such Contractor), then Landlord and Tenant shall execute an amendment to the Lease whereby this Tenant Work Letter shall be restated on commercially reasonable terms (taking into consideration that Landlord, and not Tenant, shall retain the Contractor); provided, however, such amendment shall provide that in addition to paying Landlord’s actual and reasonable third-party out-of-pocket costs incurred by Landlord, Tenant shall pay a project management fee (the “Project Management Fee”) to Landlord in an amount equal to three percent (3%) of the so called “hard” costs of construction of the Tenant Improvements, which Project Management Fee shall be for services relating to the coordination and management of the Tenant Improvements. Notwithstanding the foregoing, Tenant shall not pay Landlord a construction management or oversight fee if Tenant retains the Contractor to construct the Tenant Improvements (as contemplated by this Tenant Work Letter).
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Improvements, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.
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(ii) Tenant shall deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.
SECTION 5 MISCELLANEOUS
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