istanbul certificate the nature of it what it specifically sense and why it was both so important to the buyer at the time of purchase the property as well as to sort of how the decision here is out of  and the nd one your honor that i want to address has to do with whether or not the tenant is required to make repairs will pay for them after the responded so turning to the a sample certificate at the certificate itself was a consideration for the deal and it is that the consideration in the mutual sense here is part of the entire agreement including among the buyer the seller and  from the consideration moves or to whom it goes if it is bargained for and given in exchange for the promise the promise is not gratuitous and it's the court interested guam set in two thousand and seventeen every court to address a sample certificates and the effect  how that such a certificate stops a signatory from a certain facts and future of future litigation that are contrary to the facts i set forth and should in this case it is especially important because at the time that the buyer came into this building it was not an expert on the lease it did not have the fundamental day to day understanding of the course of performance or what the parties have agreed to it had met with the landlord and said well what are the terms and what if the parties agree to and repairs and then charge the cost of those repairs as additional right and you didn't do that during the term of the ladies and  the lease expired and all of the sudden you wanted to make extensive repairs and you want to experience to contribute through the cost of making those repairs despite the fact that you had overlooked a remedy that was available to you during the term lease and after the lease you want to do them a something condition of the building supposed to be and at the time the tenant brought it yes expo properties had the right to come in and do the repairs itself but he did not have the obligation under the lease it was the tenants responsibility to make all clearly the landlord is under no obligation to make repairs during the lease term and then it goes on in article twenty four dollars that says after the lease expires the landlord can go into the premises and and if the condition your honor it was a thirty year lease and the tenant was supposed to return the building and the same good order as it was received and this goes to the shelter brother kids case two that comes out of the northern district of illinois with a judge  jumbo that's an upgrade that's just not a tenant returning something in the condition if they found it it's not something that's just ordinary wear and tear it's a structural upgrade after the term which they're be in charge and for which they have no benefit whatsoever that that's what troubles me yes you're honor that the way i would think about it is that t got the benefit of the last one and they got the benefit of the last routes and you are correct that normally a tenant is not responsible for structural repairs but that can be contractually changed in this case section eight system and the like and where you can charge really they go solely to you and you are solely to your benefit do you expect these folks to pay for something that has no benefit of them to tal there's nothing ambiguous about that that's right and if it does then it was that it could be borne by the tenant as an additional rent your problem is ok you get into the judge wilkinson land where you gotta know that yes and your honor but when you get to article twenty four when you talk about sort of the condition the bill needs to be returned there's no cost sharing provision among the rocks the restoration obligations and so that's i mean that does create an ambiguity which was nd when you original lease and you look at article eight regarding structural repairs and maintenance not structural replacements repair and maintenance the rd sentence plainly includes a how does that give you any your honor that's rhetorical of course article twenty four is the article regarding the surrender how do you surrender you'd surrender it in its original good condition it does everything this is not a case like some of those cited by the apartments where the tenant did not there is replete in the records of hundreds of five years actually the st initial one was mostly five years and up before because the landlord chose to expand but regardless on a five year lease you're talking a one million dollars of repairs is what they're asking for now a one million dollars what tenant has a one million dollars after paying fifty thousand dollars in rent to put it out of pocket if you review article eight regarding how payment is made if you review article four dollars regarding how capital improvements are made i believe judge wilkinson in speaking of these massive structural repairs replacement that's what you're talking about what's capital improvement you amortize it over time who pays for the landlord pays for because understanding that the tenants going to pay a little bit less because there was you know some interruption yes that is not something that is in the lease that is not country yet material terms and language in terms of role evidence it may not vary the terms of the lease or all evidence in maryland unlike some jurisdictions it's very clear you may not use any role evidence to b do is to change the terms of beliefs where the parties have not mutually agreed and there is no bargain for consideration which is why the district were went down the route of looking for  might i would like to close with this in terms of a stop a certificate it ten you cannot read it on its own you must read it in the context of the lease itself and therefore if you read the stop the certificate and the lease provisions and read it the way maryland requires which is you look at all of the provisions and if you perceive any ambiguity try to read them harmoniously don't get rid of nullify language that the parties wrote in the original lease only by nullifying the cautionary provision and actually the harmoniously and found that the cost sharing provision remained and that should the landlord have wanted to make tenant pay for a roof that was going to last longer than the tenant was going to be there and had to has been happening for the entire twenty year period of the lease whether the tenant was originally galaxie whether the town or experience or whether it was experience as owned by merits there are numerous records in the doc you know including  eighty seven dollars page letter showing that the tenant paid two million dollars over the course of this lease for various repairs and all points either at the beginning or the middle or the end there was never any cost sharing that was the parties found a good deal of time negotiating and everything specific language normally was for civic trumps the general idea of course sharing provision and then it goes on to say how i believe that's sufficient and this circumstance especially as confirmed by how the parties operated both at the beginning in the middle and the end there were in confirms the course of performance from the beginning and it's from the ones that the tenant agreed to there's even some evidence in the document between the then owner and the tenant talking about other  stoppel certificate set the expectations for the purchaser as to what he was going to need to do to the building when the lease expired eventually and it affected the purchase price it affected whether he was going to maintain any sort of reserve and how future negotiations were to be so under the lease at the end the building was supposed to be put and not was the understanding of both the tenant and the dung landlord as well as the buyer once the a sample certificate signed had to landlords or the buyer thought he was going to be responsible for those major costs he would have negotiated a different purchase price and on this last point about additional right here under this this is a naturally us and so there are two ways that costs get incurred one dollar is as base rent and then everything else comes in as additional right here under just because the tenant doesn't pay it during the term doesn't mean it's not also do so for example there's an attorney's fees provision and the lease that is also described as the titian all right here under surely a litigation that continues beyond the lease term as in this case the tenant would still be responsible for it even though it says additional right here and so as the shots by this case says that the idea of additional right here under doesn't mean that the obligation ends at the end of the lease it merely reflects how it's to be accounted for and how it's reflected