**Exhibit 10.24**

 

[***] = Omitted information is filedseparately with the Securities and Exchange Commission pursuant to aconfidential treatment request.

 

**Lease Agreement**

 

**THIS INSTRUMENT IS A LEASE,** dated as ofMarch - 29, 2002, in which the Landlord and the Tenant are the partieshereinafter named, and which relates to space in a building (the “Building”)known as Weymouth Woods Corporate Center located at 97 Libbey IndustrialParkway, Weymouth, Massachusetts.  The partiesto this instrument hereby agree with each other as follows:

 

***BASIC LEASE PROVISIONS***

 

1.1           **Introduction**

 

The following sets forthbasic data and, where appropriate, constitutes definitions of the termshereinafter listed.

 

1.2           **Basic Data**

 

*Landlord:*      Libbey Park LLC

 

*Landlord’s Original Address:* c/o CampanelliCompanies, One Campanelli Drive, Braintree, Massachusetts 02185

 

*Tenant:*          Abington Savings Bank, a Massachusetts corporation

 

*Tenant’s Original Address:*

 

*Before the Commencement Date:*     536 Washington Street, Abington, Massachusetts

 

*From and After the Commencement Date:* The Premises.

 

*Building:      *An approximately ninety-six thousand three hundred seventy-eight squarefoot (96,378 sq.ft.), four (4) story building at Weymouth Woods CorporateCenter.

 

*Basic Rent per square foot of the Premises RentableArea per annum:*

 
| Year  1: |   | $ | [***] |   |
|----------|--------|---|-------|--------|
| Year 2:  |   | $ | [***] |   |
| Year 3:  |   | $ | [***] |   |
| Year 4:  |   | $ | [***] |   |
| Year 5:  |   | $ | [***] |   |
| Year 6:  |   | $ | [***] |   |
| Year 7:  |   | $ | [***] |   |
| Year 8:  |   | $ | [***] |   |
| Year 9:  |   | $ | [***] |   |
| Year 10: |   | $ | [***] |   |

 

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Basic Rent may be adjustedand/or abated pursuant to Sections 2.3, 3.2 and 12.1.

 

*Premises Rentable Area:* ApproximatelyThirty-Four Thousand Six Hundred Forty (34,640) square feet, comprised of a OneThousand Eight Hundred Forty-One (1,841) square foot space (“First Floor SpaceA”) and a Seven Thousand Seven Hundred Twenty-Four (7,724) square foot space(“First Floor Space B”) located on the 1st floor of the Building (subject toadjustment as provided in Section 2.4), and a twenty-five thousand seventy-five(25,075) square foot space (“Fourth Floor Space”) located on the 4thfloor of the Building, as measured in accordance with the Measurement Method(subject to adjustment pursuant to Section 2.3).

 

*PermittedUses:*            General office uses,and, upon the granting of the zoning relief referenced in Section 2.4 below,retail banking in the Premises and an automatic teller machine in the parkingarea on the Property, each in the location so identified in Exhibit B.

 

*ParkingSpace:*            One hundredseventy-three (173) spaces, of which four (4) shall be reserved spaces marked“Abington Savings Bank Reserved” using Landlord’s building standard signage inthe location shown on Exhibit A-1, and one hundred sixty-nine (169) shall benon-reserved spaces in accordance with Section 2.2.a below, provided, however,there shall be deducted from the non-reserved spaces hereunder any spacesrendered unusable as a result of Tenant’s automatic teller machine in theparking area contemplated by Section 2.4 below.

 

*EscalationFactor:*      35.94%

 

*Scheduled Completion Date:* July 1, 2002as to First Floor Space A and the Fourth Floor Space, and September 1, 2002 asto First Floor Space A and First Floor Space B (as adjusted in accordance withSection 4.2)

 

*Initial Term:* Ten (10) years, commencingon the Commencement Date and expiring at the close of the day which is thetenth anniversary of the Commencement Date, except that if the CommencementDate shall be other than the first day of a calendar month, the expiration ofthe Initial Term shall be at the close of the day on the last day of thecalendar month in which such date shall fall.

 

*Security Deposit:* $[***], representing one(1) months’ average rent throughout the Term

 

*Base Operating Expenses:*Base OperatingExpenses shall be the actual Operating Expenses for the Property for calendaryear 2003 (provided that, if during any portion of calendar year 2003, lessthan 95% of the Building Rentable Area was occupied by tenants or if theBuilding was in operation for only a portion of such year, actual operatingexpenses incurred shall be reasonably extrapolated by Landlord to the estimatedoperational expenses that would have been incurred if the Building were inoperation for the entire year and 95% occupied for such year, and suchextrapolated amount shall, for the purposes hereof, be deemed to be the BaseOperating Expenses.

 

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*Base Taxes:* Base Taxes shall be actualtaxes for the Property for the period July 1, 2002 through June 30, 2003

* *

*Public Liability Insurance:* $2,000,000 peroccurrence (combined single limit) for property damage, personal injury ordeath.

* *

*Guarantor:* Abington Bancorp., Inc., aMassachusetts bank holding company, pursuant to a Guarantee of Lease of evendate and delivery herewith

 

1.3**           AdditionalDefinitions**

 

*Building Rentable Area:*  Approximately 96,378 square feet measured inaccordance with the Measurement Method.

 

*Business Days:*  All days except Sunday, New Year’s Day, Martin Luther King Day,Washington’s Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day,Veteran’s Day, Thanksgiving Day, Christmas Day (and the following day when anysuch day occurs on Sunday).

 

*Commencement Date:*  As defined in Section 4.1.

 

*Default of Tenant:*  As defined in Section 13.1.

 

*Escalation Charges:*  The amounts prescribed in Sections 8.1 and 9.2.

 

*Landlord’s Work:*  As defined in Section 4.2.

 

*Measurement Method:*  “Standard Method of Floor Measurement for Office Buildings,”effective January 1, 1987, approved by the Real Estate Board of New York, Inc.Without limitation, such computation includes common areas of the Buildingnotwithstanding the fact that such common areas are not contained within thePremises.

 

*Normal Business Hours:*  As defined in Section 7.4.a.

 

*Operating Expenses:*  As determined in accordance with Section 9.1.

 

*Operating Year:*  As defined in Section 9.1.

* *

*Premises:*  The portion of the Building as shown on Exhibit B annexed hereto.

* *

*Property:*  The Building and the land parcels (as described in Exhibit A) onwhich it is located (including adjacent sidewalks).

* *

*Tax Year:*  As defined in Section 8.1.

* *

*Taxes:*  As determined in accordance with Section 8.1.

* *

*Tenant’s Delay:*  As defined in Section 4.2.

 

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*Tenant’s Plans:*  As defined in Section 4.2.

* *

*Tenant’s Removable Property:*  As defined in Section 5.2.

* *

*Term of this Lease:*  The Initial Term and any extension thereof in accordance with theprovisions hereof.

 

ARTICLEII

PREMISESAND APPURTENANT RIGHTS

2.1**           Leaseof Premises**

 

Landlord hereby demises andleases to Tenant for the Term of this Lease and upon the terms and conditionshereinafter set forth, and Tenant hereby accepts from Landlord, the Premises.

 

2.2**           AppurtenantRights and Reservations**

 

a.                                       Tenant shallhave, as appurtenant to the Premises, (i) the non-exclusive right to use, andpermit its invitees to use, in common with others, public or common lobbies,hallways, stairways, and elevators and common walkways necessary for access tothe Building, and if the portion of the Premises on any floor includes lessthan the entire floor, the common toilets, corridors and elevator lobby of suchfloor; but such rights shall always be subject to reasonable rules andregulations from time to time established by Landlord pursuant to Section 14.7and to the right of Landlord to designate and change from time to time areasand facilities so to be used and (ii) one hundred sixty-four (164) parkingspaces, of which one hundred sixty (160) spaces shall be on a non-exclusive,first-come, first-served basis, such spaces to be available in a surface levelparking lot, and four (4) shall be reserved as set forth in Section 1.1above.  In addition, five (5) of thevisitor spaces for the Building shall be designated “Visitors Abington SavingsBank”. With respect to parking spaces, Landlord reserves the right to institutea tag or sticker system to monitor compliance by Tenant and others of use ofthe parking spaces.  Tenant shall complywith all rules and regulations set forth by Landlord from time to timeregarding the parking area including, without limitation, rules and regulationsregarding guest parking. Landlord shall have no obligation to police theparking area or to insure the safety of Tenant’s automobiles. The Premisesshall be designated a non-smoking area and Tenant will comply, and cause itsemployees and invitees to comply, with Building regulations regardingnon-smoking areas. Tenant shall also have, as appurtenant to the Premises, theright to install an emergency generator, at Tenant’s sole cost and expense andin accordance with the requirements of this Lease, in a location at the rear ofthe Property designated by Landlord, it being expressly understood that Tenantshall be responsible for obtaining all governmental permits and approvals requiredtherefor.  Landlord shall cooperate withTenant in the securing of such permits.

 

b.                                      Excepted andexcluded from the Premises are the ceiling, floor and all perimeter walls ofthe Premises, except the inner surfaces thereof, but the entry doors to the

 

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Premisesare a part thereof; and Tenant agrees that Landlord shall have the right toplace in the Premises (but in such manner as to reduce to a minimuminterference with Tenant’s use of the Premises) utility lines, pipes and thelike, in, over and upon the Premises, provided that Landlord shall, if it isreasonably feasible, place such utility lines, pipes and the like behind thewalls, above the ceilings and below the floor of the Premises.  Tenant shall install and maintain, asLandlord may require, proper access panels in any hung ceilings or walls as maybe installed by Tenant following completion of the initial improvements toafford access to any facilities above the ceiling or within or behind the wallsof the Premises.

 

c.                                    Landlord herebygrants to Tenant a license to use a portion of the roof of the Building in thelocation shown on Exhibit A-3 for the installation of a satellite dish ordishes to be used exclusively in the conduct of Tenant’s business in thePremises and not for lease or license to third parties, with conduitsconnecting such equipment to the Premises in a vertical chase mutuallydesignated by Landlord and Tenant. Tenant shall install such equipment at itssole cost and expense, in accordance with the provisions of Section 5.2 of theLease.  Tenant shall repair any damageto the roof caused by the installation, operation, or removal of Tenant’sequipment, compensate Landlord for any impairment of Landlord’s roof warrantyresulting therefrom, and remove all such equipment at the end of the Term ofthis Lease. Landlord assumes no responsibility for interference in theoperation to Tenant’s equipment caused by other telecommunications equipmentinstalled elsewhere in or on the Building or elsewhere on the Property. Theobligations of Tenant hereunder shall survive the expiration or termination ofthis Lease.

 

2.3                                 **Adjustment to Premises RentableArea**

 

a.                                       Landlord shall,before the Commencement Date, obtain an exact measurement of the Premises inaccordance with the Measurement Method. Such measurement shall be made byR&K Associates, Inc. (or other architect or engineer acceptable toLandlord) at the cost and expense of Landlord.

 

b.                                      If the PremisesRentable Area as so measured is more or less than the Premises Rentable Area asset forth in Section 1.2:

 

i.                                          Basic Rentshall, retroactively to the Commencement Date, be recomputed by multiplying theBasic Rent set forth in Section 1.2 by a fraction, the numerator of which shallbe premises Rentable Area as determined by such measurement and the denominatorof which shall be the Premises Rentable Area set forth in Section 1.2: and

 

ii.                                       The EscalationFactor shall be recomputed to be the percentage determined by dividing thePremises Rentable Area as determined by such measurement by 95% of BuildingRentable Area.

 

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Any payment due either partyas a result of such recomputations shall, if due from Tenant, be paid withinfifteen (15) days of such recomputation, or if due from Landlord, be creditedagainst the first amounts of Basic Rent due after such recomputation.

 

c.                                       In the event ofany adjustment pursuant to this Section, Landlord and Tenant shall promptlyexecute a written statement setting forth the recomputed Premises RentableArea, Basic Rent and Escalation Factor.

 

2.4           **Right toDelete Premises Rentable Area on the First Floor**

 

Landlord, with cooperationfrom Tenant, hereby agrees to use diligent efforts to obtain from the Town ofWeymouth the zoning relief required to install a retail banking area in thePremises, and an automatic teller machine in the parking area of the Property,each in the location so identified on Exhibit B. Landlord shall makeapplication for such relief within thirty (30) days of the date of execution ofthis Lease, and shall deliver to Tenant and Tenant’s counsel prior writtennotice of, and the opportunity to participate in, any hearings in connectionwith such relief. In the event that Landlord is unable to obtain the zoningrelief required for the retail banking area in the Premises (including theexpiration of the appeal period therefrom) within nine (9) months after thedate of execution of this Lease, Tenant shall have the right to delete from thePremises demised hereby the proposed retail area on the first floor soidentified on Exhibit B, which right shall be exercised by written notice fromTenant to Landlord within thirty (30) days after the expiration of said nine(9) month period. Tenant shall not have the right to delete such space in theevent that relief for the retail banking area is granted, but the automaticteller machine is not approved. Upon the granting of the required relief andthe expiration of the appeal period therefrom, or the expiration of the noticeperiod set forth in the foregoing sentence, the provisions of this Section 2.4shall expire and have no further force or effect. The parties acknowledge thatthere shall be no additional rent payable with respect to the automatic tellermachine or any area occupied by such automatic teller machine.

 

ARTICLEIII

***BASIC RENT***

 

3.1           **Basic Rent**

 

a.                                       Tenant agreesto pay to Landlord, or as directed by Landlord, commencing on the CommencementDate as to First Floor Space A and the Fourth Floor Space, and, as to FirstFloor Space B, commencing on the date on which First Floor Space B is ready foroccupancy in accordance with Section 4.2 below, without offset, abatement(except as provided in Article 12.1), deduction or demand, the Basic Rent. SuchBasic Rent shall be payable in equal monthly installments, in advance, on thefirst day of each and every calendar month during the Term of this Lease, atLandlord’s Original Address, or at such other place as Landlord shall from timeto time designate by notice. Until notice of some other designation is given,Basic Rent and all other charges for which provision is herein made shall bepaid by remittance payable to Landlord, at Landlord’s

 

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Original Address, or at suchother place as Landlord shall from time to time designate by notice. [***].

 

b.                                      Basic Rent forany partial month shall be prorated on a daily basis, and if the date forcommencement thereof is a day other than the first day of a calendar month, thefirst payment which Tenant shall make to Landlord shall be equal to aproportionate part of the monthly installment of Basic Rent for the partialmonth from such date to the last day of the month in which such date occursplus the installment of Basic Rent for the succeeding calendar month. Inaddition to any charges pursuant to Section 14.18, Tenant shall pay a latecharge equal to 5% of the amount of any Basic Rent payment not paid within five(5) days of the due date thereof more than once in any calendar year.

 

c.                                       Payments underthis Lease may be made by wire transfer in immediately available federal funds,to the account specified from time to time by written notice from Landlord toTenant.

 

ARTICLEIV

***TERM OF LEASE***

 

4.1           **CommencementDate**

 

The Commencement Date shallbe the later to occur of:

 

a.                                       The ScheduledCompletion Date for First Floor Space A and the Fourth Floor Space; or

 

b.                                      The dayfollowing the date on which First Floor Space A and the Fourth Floor Space isready for occupancy as provided in Section 4.2.

 

Notwithstanding the foregoing, if Tenant’spersonnel shall occupy all or any part of the Premises for the conduct of itsbusiness before the Commencement Date as determined pursuant to the precedingsentence, such date of occupancy shall, for all purposes of this Lease, be theCommencement Date.

 

4.2           **Preparationof the Premises**

 

a.                                       Landlord andTenant have approved the plans and specifications attached hereto as Exhibit C.Landlord shall exercise all reasonable efforts to complete the work (“Landlord’sWork”) as specified in the Plans necessary to prepare the Premises for Tenant’soccupancy in accordance with the schedule attached hereto as Exhibit D. IfLandlord’s Work has not been substantially completed by the ScheduledCompletion Date, this Lease shall nevertheless continue in full force andeffect and Landlord shall continue to use diligent efforts to substantiallycomplete Landlord’s Work. Landlord shall perform Landlord’s Work at its solecost and expense. Any increase in the cost of Landlord’s Work resulting from a

 

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change by Tenant in any ofthe Plans after the date hereof shall be paid to Landlord 50% upon the date ofexecution of this Lease, and 50% upon substantial completion thereof ascertified by R&K Associates. Tenant shall, if requested by Landlord,execute a work letter confirming such excess costs before the time Landlordshall be required to commence work. Landlord shall, at its expense, procure acertificate of occupancy or an equivalent use or occupancy permit issued by thelocal building inspector in connection with its construction obligationshereunder.

 

Landlord acknowledges thatTenant may elect to install improvements in the Premises in excess ofLandlord’s Work set forth on Exhibit C, in light of the fact that the Premisesare to become Tenant’s corporate headquarters. In the event that Tenantdetermines that Landlord’s cost for such additional work is not competitive,Tenant shall have the right to have such work performed with forces of its ownchoosing, provided that such work shall (i) not interfere with the remainingLandlord Work, (ii) be coordinated with the remaining Landlord Work in such amanner as to maintain harmonious labor relations and not cause any work stoppageor damage to the Premises or the Building (iii) not interfere with Buildingconstruction or operation, and (iv) be performed in compliance with therequirements of Section 5.2 below.

 

b.                                      The Premisesshall be deemed ready for occupancy on the first day as of which:

 

i.                                          Landlord’s Workhas been completed except for items of work (and, if applicable, adjustment ofequipment and fixtures) which can be completed after occupancy has been takenwithout causing undue interference with Tenant’s use of the Premises (i.e.,so-called “punch list” items), and

 

ii.                                       Tenant has beengiven notice of the date that Landlord’s Work was or will be completed, suchnotice to be given by Landlord to Tenant at least two (2) weeks’ before theanticipated date of completion. The determination as to whether the Premisesare ready for occupancy shall be made by R&K Associates, Inc. and shall beconclusive and binding on Landlord and Tenant. Landlord shall complete as soonas conditions permit all “punch list” items and Tenant shall afford Landlordaccess to the Premises for such purposes. All telephone installation in thePremises shall be the responsibility of the Tenant. Failure or delay of suchinstallation shall not delay the above completion date.

 

Landlord shall permit Tenantaccess to the Premises for the purpose of allowing Tenant or its contractors toinstall fixtures and wiring for security, data and telephone services when suchaccess may be provided without material interference with the remainingLandlord Work provided that any such work to be performed by Tenant or itscontractor’s during such period shall (i) not interfere with the remainingLandlord Work, (ii) be coordinated with the remaining Landlord Work in such amanner as to maintain harmonious labor relations and not cause any workstoppage or damage to the Premises or the Building, (iii) not

 

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interfere with Buildingconstruction or operation, and be performed in compliance with the requirementsof Section 5.2 below.

 

c.                                       Tenant agreesnot to employ or permit the use of any labor or otherwise take any action whichmight result in a labor dispute involving personnel providing services in theBuilding pursuant to arrangements with Landlord.

 

d.                                      If a delayshall occur in the date the Premises are ready for occupancy pursuant toparagraph (b) as the result of any of the following (a “Tenant’s Delay”):

 

i.                                          Any request byTenant that Landlord delay in the commencement or completion of Landlord’s Workfor any reason;

 

ii.                                       Any change byTenant in any of the Landlord’s Work that, in Landlord’s reasonable judgment,causes a delay in Landlord’s completion of Landlord’s Work;

 

iii.                                    Any other actor omission of Tenant or its officers, agents, servants or contractors,including without limitation;

 

iv.                                   Any reasonablynecessary displacement of any of Landlord’s Work from its place in Landlord’sconstruction schedule resulting from any of the causes for delay referred to inclauses i., ii., and iii. of this paragraph and the fitting of such Work backinto such schedule; or

 

v.                                      Any act oromission of Tenant in violation of paragraph (c) above;

 

then Tenant shall, from timeto time, and within ten (10) days after demand therefor (accompanied byreasonable documentation from Landlord as to the basis for the Tenant Delay),pay the Landlord as an additional charge for each day of such delay equal tothe amount of Basic Rent, Escalation Charges and other charges that would havebeen payable hereunder had the Commencement Date occurred before suchdelay.  Tenant also shall pay toLandlord within ten (10) days of invoice therefor, any additional costsincurred by Landlord in completing the work to the extent that such costs arereasonably attributable to Tenant’s Delay.

 

e.                                       If, as a resultof Tenant’s Delay(s), Landlord’s Work is delayed in the aggregate for more thanone hundred eighty (180) days, Landlord may (but shall not be required to) atany time thereafter terminate this Lease by giving written notice of suchtermination to Tenant and thereupon this Lease shall terminate without furtherliability or obligation on the part of either party except that Tenant shallpay to Landlord the cost theretofore incurred by Landlord in performingLandlord’s Work.

 

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**4.3          Conclusivenessof Landlord’s Performance; Warranties**

 

Except to the extent towhich Tenant shall have given Landlord written notice, not later than the endof the second full calendar month next beginning after the Commencement Date, ofrespects in which Landlord has not performed Landlord’s Work, Tenant shall bedeemed to have acknowledged that all Landlord’s Work has been completed toTenant’s satisfaction and that Tenant has waived any claim that Landlord hasfailed to perform any of Landlord’s Work. Landlord shall correct any defects due to faulty workmanship ormaterials in Landlord’s Work, provided Tenant shall have given written noticeof such defects to Landlord before the second anniversary of the CommencementDate.  From and after the expiration ofsuch twenty-four (24) month period, (a) Tenant shall be entitled to the benefitof any applicable warranties obtained by Landlord from third parties withrespect to Landlord’s Work provided that Tenant shall be solely responsible forenforcing such warranties directly against the party providing the same, and(b) Landlord shall continue to be obligated to make any repair as to whichTenant has notified Landlord within said twenty-four (24) month period whichhas not been properly completed.  To theextent that portions of the Premises are delivered to Tenant at differenttimes, the respective two-month and twenty-four month periods set forth hereinshall be deemed to commence as to each such portion on the date of theirdelivery by Landlord to Tenant.

 

**4.4          Landlord’sDue Diligence Representations**

 

Landlord hereby representsto Tenant as follows:

 

a.                                       As of the dateof this Lease, record title to the Property is subject only to the matters setforth in Exhibit A.

 

b.                                      The Buildinghas been, and Landlord’s Work in the Premises shall be, constructed inaccordance with all applicable federal, state, and local laws, ordinances andregulations, free of all mechanics and materialmen’s liens.

 

c.                                       Landlord has noknowledge of any matters related to the environmental condition of theProperty, other than as set forth in the environmental assessment referenced inExhibit H.

 

ARTICLE V

***USE OF PREMISES***

 

**5.1          PermittedUse**

 

a.                                       The Premisesshall be used and occupied by Tenant only for Permitted Uses and for no otherpurpose.

 

b.                                      Tenant shallconform to the following provisions during the Term of this Lease:

 

i.                                          Tenant shallcause all freight to be delivered to or removed from the Building and thePremises in accordance with reasonable rules and regulations established byLandlord therefor;

 

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ii.                                       Tenant will notplace on the exterior of the Premises (including both interior and exteriorsurfaces of windows and doors) or on any part of the Building outside thePremises, any sign, symbol, advertisement or the like visible to public viewoutside of the Premises without the prior consent of Landlord.  Landlord will not unreasonably withholdconsent for signs or lettering on the entry doors to the Premises provided suchsigns conform to building standards adopted by Landlord and Tenant hassubmitted to Landlord a plan or sketch of the sign to be placed on such entrydoors.  Landlord agrees, however, tomaintain a tenant directory in the lobby of the Building in which will beplaced Tenant’s name and the location of the Premises in the Building.  Notwithstanding the foregoing, Tenant shallhave the right, at its sole expense, to install signs with the name “AbingtonSavings Bank” and its corporate logo on the exterior of the Building as shownon Exhibit A-2, having the dimensions shown on Exhibit A-2, provided that (a)Landlord shall have the right to approve such signage, which approval shall notbe unreasonably withheld or delayed, (b) Landlord, in cooperation with Tenant,shall be responsible for obtaining all governmental permits and approvalsrequired therefor, (c) the installation of the signage shall conform with therequirements of Section 5.2 hereof, and (d) Tenant shall remove such signage atthe expiration or earlier termination of this Lease, and shall repair alldamage occasioned thereby.  Landlordhereby agrees that the only other exterior signage attached to the Buildingshall be (x) any signage to which Sager Electric is entitled under its Lease inthe Building, and (y) signage for one additional tenant, which signage shall bein the location shown on Exhibit A-2.

 

iii.                                    Tenant shallnot perform any act or carry on any practice which may injure the Premises, orany other part of the Building, or cause any offensive odors or loud noise orconstitute a nuisance or a menace to any other tenant or tenants or otherpersons in the Building; and

 

iv.                                   Tenant shallnot operate any cooking apparatus (except for coffee making equipment, amicrowave oven, a standard size refrigerator and a sink), except in locationsimproved by Tenant for kitchen purposes in accordance with plans approved byLandlord therefor (which approval shall not be unreasonably withheld), orlocate any vending machines, in the Premises.

 

**5.2          Installationsand Alterations by Tenant**

 

a.                                       Tenant shallmake no alterations, additions or improvements (collectively, “Improvements”)in or to the Premises without Landlord’s prior written onsent provided thatsubsequent to the completion of the initial Landlord work, Landlord’s consentshall not be required if such Improvements (i) re non-structural and do notexceed in the aggregate a cost of Fifty thousand ($50,000.00) or (ii) are of adecorating nature (i.e., carpeting, painting, wallpaper) irrespective of thecost. With respect to Improvements requiring Landlord’s

 

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consent, Landlord shall notunreasonably withhold, condition or delay its consent for non-structuralImprovements to the Premises.  All Improvementsshall:

 

i.                                          Be performed ina good and workmanlike manner and in compliance with all applicable laws;

 

ii.                                       Be made only bycontractors or mechanics approved by Landlord;

 

iii.                                    Be made atTenant’s sole expense and at such times and in such manner as Landlord may fromtime to time designate; and

 

iv.                                   Become part ofthe Premises and the property of Landlord.

 

b.                                      All articles ofpersonal property and all business fixtures, machinery and equipment andfurniture owned or installed by Tenant solely at its expense in the Premises(“Tenant’s Removable Property”) shall remain the Property of Tenant and shallbe removed by Tenant at any time before the expiration of this Lease, providedthat Tenant, at its expense, shall repair any damage to the Premises and theBuilding caused by such removal.

 

c.                                       Notice ishereby given that Landlord shall not be liable for any labor or materialsfurnished or to be furnished to Tenant upon credit, and that no mechanic’s orother lien for any such labor or materials shall attach to or affect thereversion or other estate or interest of Landlord in and to the Premises.  Whenever and as often as any mechanic’s lienshall have been filed against the Property based upon any act or interest of Tenantor of anyone claiming through Tenant, Tenant shall forthwith take such actionby bonding, deposit or payment as will remove or satisfy the lien.  Landlord shall have the option, but not theobligation, of removing, bonding over or paying such lien if Tenant has notdone so within ten (10) days following Landlord’s notice to Tenant of thefiling of the same, and any amounts paid by Landlord therefor shall be paid toLandlord within ten (10) days after invoice therefor as additional renthereunder.

 

d.                                      Tenant shallnot be obligated to remove at the end of the Term of this Lease (i) anyImprovement unless Landlord specifies an Improvement for removal at the timeLandlord consents to such Improvement or (ii) any improvements built byLandlord as part of the initial fit-up of the Premises which would customarilybe considered standard tenant improvement (collectively referred to herein as“Building Standard Office Improvements”).

 

ARTICLEVI

***ASSIGNMENT AND SUBLETTING***

 

6.1           **Prohibition**

 

a.                                       Tenantcovenants and agrees that neither this Lease nor the term and estate herebygranted, nor any interest herein or therein, will be assigned, mortgaged,pledged, encumbered or otherwise transferred and that neither the Premises norany part

 

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thereof will be encumberedin any manner by reason of any act or omission on the part of Tenant, or usedor occupied or permitted to be used or occupied, by anyone other than Tenant,or for any use or purpose other than a Permitted Use, or be sublet (which term,without limitation, shall include granting of concessions, licenses and thelike) in whole or in part, without, in each instance, having first received theexpress written consent of Landlord which, in the case of any subletting, willnot be unreasonably withheld subject to the following conditions:  (i) Tenant is not then in default under thisLease, (ii) the proposed sublease is not to any other tenant then occupying anyspace in the Building or to any other party with whom Landlord is thennegotiating to lease space in the Building, (iii) Tenant shall not rent thePremises at a lower rate than that which Landlord is charging for comparablespace in the Building at such time, and (iv) any such sublease shall be subjectto all the other provisions of this Article VI.  Tenant’s request for Landlord’s consent shall be in writing andshall contain the name and address of the proposed sublessee, the rent andother sums to be paid thereunder, the effective date of the proposed subleaseand the other major business terms thereof, and the term and area of anyproposed sublease.  In all other cases,Landlord’s consent may be withheld in its sole discretion.  The foregoing restrictions shall not be applicableto (i) an assignment of this Lease or a subletting of the Premises by Tenant toan entity controlling, controlled by or under common control with Tenant or(ii) an assignment of this Lease to an entity that succeeds to Tenant’sinterest in this Lease by reason of merger, acquisition, consolidation orreorganization (collectively such entities are referred to herein as,“Affiliates”), provided that Tenant shall, before the effective date of suchassignment to an entity described in the foregoing clause (ii), provide toLandlord evidence reasonably satisfactory to Landlord that, as of the date ofsuch assignment, the assignee shall have a net worth equal to the greater ofthe net worth of Tenant as of the date of this Lease or as of the date of theassignment.  It shall be a condition of thevalidity of any assignment, whether with the consent of Landlord or to anAffiliate, that the assignee agrees directly with Landlord, by writteninstrument in form satisfactory to Landlord, to be bound by all the obligationsof Tenant hereunder including, without limitation, the covenant against furtherassignment and subletting.  Noassignment or subletting shall relieve Tenant from its obligations hereunderand Tenant shall remain fully and primarily liable therefor.

 

b.                                      If this Leasebe assigned, or if the Premises or any part thereof be sublet or occupied byanyone other than Tenant, Landlord may, at any time and from time to time,collect rent and other charges from the assignee, subtenant or occupant, andapply the net amount collected to the rent and other charges herein reserved,but no such assignment, subletting, occupancy or collection shall be deemed awaiver of this covenant, or the acceptance of the assignee, subtenant oroccupant as a tenant or a release of Tenant from the further performance byTenant of its obligations hereunder. The consent by Landlord to an assignment or subletting shall in no waybe construed to relieve Tenant or any successor from obtaining the expressconsent in writing of Landlord to any further assignment or subletting.  No assignment or subletting and no use ofthe Premises by a subsidiary

 

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wholly-owned by Tenant orcontrolling corporation of Tenant shall affect Permitted Uses.

 

c.                                       Except withrespect to assignments of the Lease or subletting of the Premises toAffiliates, Landlord shall have the right to terminate this Lease in itsentirety in the case of an assignment or with respect to the portion of thePremises that Tenant is proposing to sublet in the case of a sublease.

 

6.2           **ExcessPayments**

 

If:

 

i.                                          the rent andother sums received by Tenant on account of a sublease of all or any portion ofthe Premises exceeds the Basic and Escalation Charges allocable to the spacesubject to the sublease (in the proportion of the area of such space to theentire Premises) plus actual out-of-pocket expenses incurred by Tenant inconnection with Tenant’s subleasing of such space, including brokeragecommissions to a licensed broker, the cost of preparing such space foroccupancy by the subtenant amortized over the sublease term, and theunamortized balance, as certified by Tenant with supporting documentationreasonably approved by Landlord of (x) alterations or additions above buildingstandard initially installed by Tenant at its expense in the Premises, and (y) otherutility infrastructure installed by Tenant at its expense which will be used bythe subtenant (collectively, the “Tenant Costs”), Tenant shall pay to Landlord,as an additional charge, 50% of such excess, monthly as received by Tenant; or

 

ii.                                       any paymentreceived by Tenant on account of any assignment of this Lease exceeds theactual out-of-pocket expenses incurred by Tenant in connection with suchassignment, including the Tenant Costs, Tenant shall pay to Landlord, as anadditional charge, 50% of such excess when received by Tenant.

 

ARTICLEVII

***RESPONSIBILITY FOR REPAIRS AND CONDITIONSOF PREMISES;***

***SERVICES TO BE FURNISHED BY LANDLORD***

 

7.1           **LandlordRepairs**

 

a.                                       Except asotherwise provided in this Lease, Landlord shall keep in good order, conditionand repair the roof, public areas (including common areas), exterior walls,floor slabs, the Building HVAC system (but not any special tenant HVAC system)and structure of the Building (including plumbing, mechanical and electricalsystems), all insofar as they affect the Premises, except that Landlord shallin no event be responsible to Tenant for the condition of glass in and aboutthe Premises or for the doors leading to the Premises, or for any condition inthe Premises or the Building caused by any act or neglect of Tenant, itsinvitees or

 

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contractors (in which caseTenant shall promptly effect such repairs or, at Landlord’s option, Landlordmay effect such repairs and charge the entire cost thereof to Tenant asadditional rent provided, however, that if, after Tenant pays the cost of suchrepair, Landlord receives from its insurance carrier proceeds with respect tothe cost of such repairs, Landlord shall reimburse Tenant for the cost of suchrepairs up to the amount actually received by Landlord with respect to thesame).  Landlord shall not beresponsible to make any improvements or repairs to the Building other than asexpressly in this Section 7.1 provided, unless expressly provided otherwise inthis Lease.

 

b.                                      Landlord shallnever be liable for any failure to make repairs which, under the provisions ofthis Section 7.1 or elsewhere in this Lease, Landlord has undertaken to makeunless Tenant has given notice to Landlord of the need to make such repairs,and Landlord has failed to commence to make such repairs within a reasonabletime after receipt of such notice, or fails to proceed with reasonablediligence to complete such repairs.

 

7.2           **Tenant’sAgreement**

 

a.                                       Tenant willkeep neat and clean and maintain in good order, condition and repair thePremises and every part thereof, excepting only those repairs for whichLandlord is responsible under the terms of this Lease, reasonable wear and tearof the Premises, and damage by fire or other casualty and as a consequence ofthe exercise of the power of eminent domain; and shall surrender the Premises,at the end of the term, in such condition. Without limitation, Tenant shall maintain and use the Premises in accordancewith all directions, rules and regulations of the proper officers ofgovernmental agencies having jurisdiction, and shall, at Tenant’s own expense,obtain all permits, licenses and the like required by applicable law.  Tenant shall be responsible for the cost ofrepairs that may be made necessary by reason of damage to common areas in theBuilding by Tenant, Tenant’s independent contractors or Tenant’s invitees.

 

b.                                      If repairs arerequired to be made by Tenant pursuant to the terms hereof, Landlord may demandthat Tenant make the same forthwith, and if Tenant refuses or neglects tocommence such repairs and complete the same with reasonable dispatch, aftersuch demand, Landlord may (but shall not be required to do so) make or causesuch repairs to be made and shall not be responsible to Tenant for any loss ordamage that may accrue to Tenant’s stock or business by reason thereof.  If Landlord makes or causes such repairs tobe made, Tenant agrees that Tenant shall forthwith, on demand, pay to Landlordthe cost thereof as an additional charge hereunder.

 

7.3           **Floor Load -Heavy Machinery**

 

a.                                       Tenant shallnot place a load upon any floor in the Premises exceeding 100 lbs. (live load)per square foot of Premises Rentable Area. Landlord reserves the right to prescribe the weight and position of allbusiness machines and mechanical

 

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equipment, including safes,which shall be placed so as to distribute the weight.  Business machines and mechanical equipment shall be placed andmaintained by Tenant at Tenant’s expense in settings sufficient, in Landlord’sjudgment, to absorb and prevent vibration, noise and annoyance.  Tenant shall not move any safe, heavymachinery, heavy equipment, freight, bulky matter or fixtures into or out ofthe Building without Landlord’s prior consent, which consent may include arequirement to provide insurance in such amounts as Landlord may deemreasonable.

 

b.                                      If any suchsafe, machinery, equipment, freight, bulky matter or fixtures requires specialhandling, Tenant agrees to employ only persons holding a Master Rigger’sLicense to do such work, and that all work in connection therewith shall complywith applicable laws and regulations. Any such moving shall be at the sole risk and hazard of Tenant, andTenant will exonerate, indemnify and save Landlord harmless against and fromany liability, loss, injury, claim or suit resulting directly or indirectlyfrom such moving.

 

7.4           **BuildingServices**

 

a.                                       Landlord shall,on Business Days from 7:00 a.m. to 7:00 p.m. (except on Saturdays only from9:00 a.m. to 12:00 p.m., provided that Saturday hours for the first floor spaceshall be 9:00 a.m. to 5:00 p.m.) (“Normal Business Hours”), furnish heating andcooling as normal seasonal changes and the Massachusetts State Building Codemay require to provide reasonably comfortable space temperature and ventilationfor occupants of the Premises under normal business operation at an occupancyof not more than one person per 150 square feet of Premises Rentable Area andan electrical load not exceeding approximately ten (10) watts per square footof Premises Rentable Area.  If Tenantshall require air conditioning, heating or ventilation outside the hours anddays above specified, Landlord shall furnish such service and Tenant shall paytherefor such charges as may from time to time be in effect.  In the event Tenant introduces into thePremises personnel or equipment which exceeds the standards set forth above orin any other way interferes with the Building system’s ability to performadequately its proper functions, supplementary systems may, if and as needed,at Landlord’s option, be provided by Landlord, at Tenant’s expense.  Except in the case of emergency or ascheduled closing of the Building, Landlord shall provide to Tenant (subject toreasonable security procedures which may be imposed by Landlord) access to theBuilding, an elevator and the loading dock twenty-four hours per day.

 

                                                b.             Landlord shall also provide:

 

i.                                          Hot water forlavatory purposes and cold water (at temperatures supplied by the Town ofWeymouth) for drinking, lavatory, and toilet purposes.  If Tenant uses water for any purpose otherthan as set forth in the preceding sentence, Landlord may assess a reasonablecharge for the additional water so used, or install a water meter and therebymeasure Tenant’s water

 

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consumption for allpurposes.  In the latter event, Tenantshall pay the cost of the meter and the cost of installation thereof and shallkeep such meter and installation equipment in good working order andrepair.  Tenant agrees to pay for waterconsumed, as shown on such meter, together with the sewer charge based on suchmeter changes, as and when bills are rendered, and in default in making suchpayment Landlord may pay such charges and collect the same from Tenant as anadditional charge hereunder.  All pipingand other equipment and facilities required for use of water outside theBuilding core will be installed and maintained by Landlord at Tenant’s solecost and expense.

 

ii.                                       Cleaning andjanitorial services to the Premises, provided the same are kept in order byTenant, in accordance with the cleaning standards set forth in Schedule CSattached hereto.

 

iii.                                    Passengerelevator service from the existing passenger elevator system in common withLandlord and other tenants of the Building.

 

7.5           **Electricity**

 

a.                                       Landlord shallsupply electricity to the Premises to supply a requirement not to exceedapproximately ten (10) watts per square foot of Premises Rentable Area andTenant agrees in its use of the Premises not to exceed such requirement andthat its total connected lighting load will not exceed the maximum from time totime permitted under applicable governmental regulations.  Except as set forth in Exhibit C, Landlordshall purchase and install all lamps, tubes, bulbs, starters and ballasts forall original fluorescent tubes within the Premises.  All other bulbs, tubes and lighting fixtures for the Premisesshall be provided and installed by Landlord at Tenant’s cost and expense.  In order to assure that the foregoingrequirements are not exceeded and to avert possible adverse affect on theBuilding’s electric system, Tenant shall not, without Landlord’s prior consent,connect any fixtures, appliances or equipment to the Building’s electricdistribution system other than standard office equipment including, withoutlimitation, personal computers, printers, photocopiers and fax machines.

 

b.                                      Landlord shallinstall at Landlord’s expense a separate meter or submeter which shall measureelectric consumption (including electricity consumed in connection with theoperation of the variable-air-volume (VAV) boxes used to heat and cool thePremises for after normal business hours operation) in the Premises, to becharged in accordance with Section 7.4.a above.  Tenant shall pay as additional rent all amounts billed by theapplicable utility company when due directly to the utility company.  If, for any reason, such utility charges arenot separately metered or submetered at any time during the Term, Tenant shallpay as additional rent all reasonably allocated charges attributable to thefurnishing of electricity to the Premises.

 

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c.                                       In thecomputation of Operating Costs, only the cost of electricity supplied to thoseportions of the Building other than those intended to be leased to tenants fortheir exclusive use and occupancy, or used by the Building for its own offices,i.e., only those areas which are so-called common areas, shall be included.

 

7.6           **Interruptionof Services**

 

a.                                       Landlordreserves the right to stop the service of heating, air-conditioning,ventilating, elevator, plumbing, electricity or other mechanical systems orfacilities in the Building, if necessary by reason of accident or emergency, orfor repairs, alterations, replacements, additions or improvements which, in thereasonable judgment of Landlord, are desirable or necessary until said repairs,alterations, replacements, additions or improvements shall have beencompleted.  The exercise of such rightby Landlord shall not constitute an actual or constructive eviction, in wholeor in part, or relieve Tenant from any of its obligations under this Lease, orimpose any liability upon Landlord or its agents by reason of inconvenience orannoyance to Tenant, or injury to, or interruption of, Tenant’s business, orotherwise, or entitle Tenant to any abatement or diminution of rent.  Except in case of emergency repairs, Landlordwill give Tenant reasonable advance notice of any contemplated stoppage of anysuch systems or facilities pursuant to the foregoing and will use diligence tocomplete any such repairs, alterations, replacements, additions or improvementspromptly.  Landlord shall also performany such work in a manner designated to minimize interference with Tenant’snormal business operations.

 

b.                                      If Landlordshall fail to supply, or be delayed n supplying any service expressly orimpliedly to be supplied under this Lease, or shall be unable to make, or be delayedn making, any repairs, alterations, additions, improvements or decorations, orshall be unable to supply, or be delayed in supplying, any equipment orfixtures, and if such failure, delay or inability shall not constitute anactual or constructive eviction, in whole or in part, or relieve Tenant fromany of its obligations under this Lease, or impose any liability upon Landlordor its agents by reason of inconvenience or annoyance to Tenant, or injury to,or interruption of, Tenant’s business, or otherwise, or entitle Tenant to anyabatement or diminution of rent.

 

ARTICLEVIII

***REAL ESTATE TAXES***

 

8.1           **Payments onAccount or Real Estate Taxes**

 

a.                                       For thepurposes of this Article, the term “Tax Year” shall mean the twelve (12) monthperiod commencing on July 1, 2003, and each twelve (12) month period thereafterduring the Term of this Lease; and the term “Taxes” shall mean real estatetaxes assessed with respect to the Property for any Tax Year.  “Taxes” shall exclude (a) federal, state orlocal income, franchise or estate taxes and (b) interest

 

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and penalties assessed byreason of Landlord’s failure to pay such real estate taxes when due (providedthat Tenant makes payment to Landlord of such real estate taxes when due,otherwise Tenant shall be responsible for that portion of interest andpenalties attributable to its late payment). If any special taxes or assessment shall be levied against the Building,Landlord shall elect to pay such special tax or assessment over the longestperiod of time allowed by law.

 

b.                                      In the eventthat for any reason, Taxes shall be greater during any Tax Year than BaseTaxes, Tenant shall pay to Landlord, as an Escalation Charge, an amount equalto:

 

i.              The excess of Taxes over BaseTaxes, multiplied by,

 

ii                                          The EscalationFactor, such amount to be apportioned for any fraction of a Tax Year in whichthe Commencement Date falls or the Term of this Lease ends.

 

c.                                       Estimatedpayments by Tenant on account of Taxes shall be made monthly and at the timeand in the fashion herein provided for the payment of Basic Rent.  The monthly amount so to be paid to Landlordshall equal to one-twelfth (1/12) of the amount required to be paid (if any) byTenant pursuant to Paragraph b. above for the preceding Tax Year.  Promptly after receipt by Landlord of billsfor such Taxes, Landlord shall advise Tenant of the amount thereof and thecomputation of Tenant’s payment on account thereof.  If estimated payments theretofore made by Tenant for the Tax Yearcovered by such bills exceed the required payments on account thereof for suchTax Year, Landlord shall credit the amount of overpayment against subsequentobligations of Tenant on account of real estate taxes (or refund suchoverpayment if the Term of this Lease has ended and Tenant has no furtherobligation to Landlord); but if the required payments on account thereof forsuch Tax Year are greater than estimated payments theretofore made on accountthereof for such Tax Year, Tenant shall make payment to Landlord within thirty(30) days after being so advised by Landlord. Landlord shall have the same rights and remedies for the nonpayment byTenant of any payments due on account of such Taxes as Landlord has hereunderfor the failure of Tenant to pay Basic Rent.

 

8.2           **Abatement**

 

                                                If Landlordshall receive any tax refund or reimbursement of Taxes or sum in lieu thereofwith respect to any Tax Year, then out of any balance remaining thereof afterdeducting Landlord’s expenses reasonably incurred in obtaining such refund,Landlord shall pay to Tenant, provided there does not then exist a Default ofTenant, an amount equal to such refund or reimbursement or sum in lieu thereof(exclusive of interest) multiplied by the Escalation Factor and adjusted for anypartial year; provided, that in no event shall Tenant be entitled to receivemore than the amount of any payments made by Tenant on account of real estateTax increases for such Tax Year pursuant to Paragraph b. of Section 8.1.

 

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8.3           **AlternateTaxes**

 

a.                                       If some methodor type of taxation shall replace the current method of assessment of realestate taxes, or the type thereof, the Tenant agrees that Tenant shall pay anequitable share of the same computed in a fashion consistent with the method ofcomputation herein provided, to the end that Tenant’s share thereof shall be,to the maximum extent practicable, comparable to that which Tenant would bearunder the foregoing provisions.

 

b.                                      If a tax (otherthan a Federal or State net income tax) is assessed on account of the rents orother charges payable by Tenant to Landlord under this Lease, Tenant agrees topay the same within ten (10) days after billing therefor, unless applicable lawprohibits the payment of such tax by Tenant. Landlord shall have the same rights and remedies for nonpayment byTenant of any such amounts as Landlord has hereunder for the failure of Tenantto pay Basic Rent.

 

ARTICLEIX

***OPERATING EXPENSES***

 

9.1           **Definitions**

 

For the purposes of thisArticle, the following terms shall have the following respective meanings:

 

*Operating Year:*  Each calendar year in which any part of the Term of this Leaseshall fall.

 

*Operating Expenses:*  The aggregate costs or expenses reasonably incurred by Landlordwith respect to the operation, administration, cleaning, repair, maintenanceand management of the Property including, without limitation, those itemsenumerated in Exhibit C annexed hereto, provided that, if during any portion ofthe Operating Year for which Operating Expenses are being computed, less than95% of the Building Rentable Area was occupied by tenants, actual operatingexpenses incurred shall be reasonably extrapolated by Landlord on an item basisto the estimated operational expenses that would have been incurred if theBuilding were 95% occupied for such Operating Year, and such extrapolatedamount shall, for the purposes hereof, be deemed to be the Operating Expensesfor such Operating Year.

 

9.2           **Tenant’sPayment**

 

a.                                       In the eventthat Operating Expenses for any Operating Year shall be greater than BaseOperating Expenses, Tenant shall pay to Landlord, as an Escalation Charge, anamount equal to:

 

i.                                          The excess ofthe Operating Expenses for such Year over and above Base Operating Expenses,multiplied by,

 

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ii.                                       The EscalationFactor, such amount to be apportioned for any Operating Year in which theCommencement Date falls or the Term of this Lease ends.

 

b.                                      Estimatedpayments by Tenant on account of Operating Expenses shall be made monthly andat the time and in the fashion herein provided for the payment of BasicRent.  The monthly amount so to be paidto Landlord shall be sufficient to provide Landlord by the end of eachOperating Year a sum equal to Tenant’s required payments (if any) on account ofOperating Expenses for the preceding Operating Year.  Promptly after the end of each Operating Year, Landlord shallsubmit to Tenant a reasonably detailed accounting of Operating Expenses for suchOperating Year, and Landlord shall certify the accuracy thereof.  If estimated payments theretofore made forsuch Operating Year by Tenant exceed Tenant’s required payment on accountthereof for such Operating Year, according to such statement, Landlord shallcredit the amount of overpayment against subsequent obligations of Tenant withrespect to Operating Expenses (or refund such overpayment if the Term of thisLease has ended and Tenant has no further obligation to Landlord); but, if therequired payments on account thereof for such Operating Year are greater thanthe estimated payments (if any) theretofore made on account thereof for suchOperating Year, Tenant shall make payment to Landlord within ten (10) daysafter being so advised by Landlord.  Landlordshall have the same rights and remedies for the nonpayment by Tenant of anypayments due on account of Operating Expenses as Landlord has hereunder for thefailure of Tenant to pay Basic Rent.

 

c.                                       Tenant shallhave the right, no more often than once in an Operating Year, exercisablewithin ninety (90) days following the delivery to Tenant of the accountingreferred to in Paragraph 9.2(b) and upon reasonable prior notice to Landlord,to inspect Landlord’s books and records relating to Operating Expenses andTaxes for the Operating Year covered by such accounting.  Only employees of Tenant, or Tenant’scertified public accountant or accounting firm (provided that such accountantor accounting firm is then responsible for Tenant’s general corporate accounting),may conduct any such inspection, which inspection shall occur at such place andtime (during normal business hours) as Landlord may reasonably designate.  Tenant shall pay for all reasonable expensesincurred by Landlord in connection with, and relating directly to, Tenant’sinspection of Landlord’s books and records, provided that if such auditdiscloses an overpayment by Tenant of more than five percent (5%), Landlordshall reimburse Tenant for its reasonable third party costs incurred in connectionwith the audit.  In any event, Landlordshall reimburse Tenant the amount of any overpayment.

 

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ARTICLEX

***INDEMNITY AND PUBLIC LIABILITY INSURANCE***

 

10.1         **Tenant’sIndemnity**

 

To the maximum extent thisAgreement may be made effective according to law, Tenant agrees to indemnifyand save harmless Landlord from and against all claims, actions or proceedingsof whatever nature arising from any act, omission or negligence of Tenant orTenant’s contractors, licensees agents, servants or employees or arising fromany accident, injury or damage whatsoever caused to any person, or to theproperty of any person, occurring after the date of this Lease until the end ofthe Term of this Lease and thereafter, so long as Tenant is in occupancy of anypart of the Premises, in or about the Premises, or arising from any accident,injury or damage occurring outside of the Premises but on the Property, wheresuch accident, damage or injury results or is claimed to have resulted from anact or omission on the part of Tenant or Tenant’s agents or employees orindependent contractors.  This indemnityand hold harmless agreement shall include indemnity against all costs, expensesand liabilities incurred in or in connection with any such claim, action orproceeding brought thereon, and the defense thereof.

 

10.2         **PublicLiability Insurance**

 

Tenant agrees to maintain infull force from the date upon which Tenant first enters the Premises for anyreason, throughout the Term of this Lease, and thereafter so long as Tenant isin occupancy of any part of the Premises, a policy of general liability andproperty damage insurance under which Landlord (and such other persons as arein privity of estate with Landlord as may be set out in notice from Landlord toTenant from time to time) and Tenant are named as insureds, and under which theinsurer agrees to indemnify and hold Landlord, and those in privity of estatewith Landlord, harmless from and against all cost, expense and/or liability arisingout of or based upon any and all claims, accidents, injuries and damages setforth in Section 10.1.  Each such policyshall be non-cancelable and non-amendable with respect to Landlord andLandlord’s said designees without twenty (20) days prior notice to Landlord andshall be in at least the amounts of the Public Liability Insurance specified inSection 1.2, and a duplicate original or certificate thereof evidencing broadform contractual liability, independent contractor’s hazard and completed operationcoverage and waiver of subrogation shall be delivered to Landlord.

 

10.3         **Tenant’sRisk**

 

To the maximum extent thisAgreement may be made effective according to law, Tenant agrees to use andoccupy the Premises and to use such other portions of the Building as Tenant isherein given the right to use at Tenant’s own risk; and Landlord shall have noresponsibility or liability for any loss of or damage to Tenant’s RemovableProperty.  The provisions of this Sectionshall be applicable from and after the execution of this Lease and until theend of the Term of this Lease, and during such further period as Tenant may useor be in occupancy of any part of the Premises or of the Building.

 

10.4         **InjuryCaused by Third Parties**

 

To the maximum extent thisAgreement may be made effective according to law, Tenant agrees that Landlordshall not be responsible or liable to Tenant, or to those claiming by,

 

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through or under Tenant, forany loss or damage that may be occasioned by or through the acts or omissionsof persons occupying adjoining premises or any part of the Premises adjacent toor connecting with the Premises or any part of the Property or otherwise.

 

10.5         **Landlord’sInsurance**

 

Landlord shall take out andmaintain throughout the Term of this Lease commercial general liabilityinsurance for the Building and all risk fire and casualty insurance in amountscustomarily carried by landlords with respect to similar buildings in the areawith such policy limits as Landlord may consider appropriate.  Upon request by Tenant, Landlord shallprovide a certificate evidencing the foregoing insurance.

 

10.6         **Waiver ofSubrogation**

 

Any insurance carried byeither party with respect to the Property or property therein or occurrencesthereon shall include a clause or endorsement denying to the insurer rights ofsubrogation against the other party to the extent rights have been waived bythe insured before occurrence of injury or loss.  Each party, notwithstanding any provisions of this Lease to thecontrary, hereby waives any rights of recovery against the other for injury orloss due to hazards covered by such insurance to the extent of theindemnification received thereunder.

 

10.7         **Landlord’sIndemnity**

 

Landlord shall defend, withcounsel reasonably approved by Tenant, all actions against Tenant, any partner,trustee, stockholder, officer, director, employee or beneficiary of Tenant(herein, “Indemnified Parties”) with respect to, and shall pay, protect,indemnify and save harmless, to the extent permitted by law, all IndemnifiedParties from and against, any and all liabilities, losses, damages, costs,expenses (including reasonable attorneys’ fees and expenses), causes of action,suits, claims, demands or judgments of any nature arising from (a) injury to ordeath of any person, or damage to or loss of property, on or about the Premisesor on adjoining sidewalks, streets or ways, arising from the negligence orwillful misconduct of Landlord or its employees, contractors or agents, exceptwith respect to an Indemnified Party, to the extent caused by its negligence,or (b) a breach of the representations set forth in Section 4.4.

 

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ARTICLEXI

***LANDLORD’S ACCESS TO PREMISES***

 

11.1         **Landlord’sRights**

 

Landlord shall have theright to enter the Premises at all reasonable hours, upon reasonable priornotice (except in case of emergency) for the purpose of inspecting or makingrepairs to the same, and Landlord shall also have the right, upon reasonableprior notice to Tenant, to make access available at all reasonable hours toprospective or existing mortgagees, purchasers or tenants of any part of theProperty.

 

ARTICLEXII

***FIRE, EMINENT DOMAIN, ETC.***

 

12.1         **Abatement ofRent**

 

If the Premises are damagedby fire or other casualty in the Building, Basic Rent and Escalation Chargespayable by Tenant shall abate proportionately for the period in which, byreason of such damage, there is substantial interference with Tenant’s use ofthe Premises, having regard to the extent to which Tenant may be required todiscontinue Tenant’s use of all or a portion of the Premises, but suchabatement or reduction shall end if and when Landlord shall have substantiallyrestored the Premises to the condition in which they were before suchdamage.  If the Premises are affected byany exercise of the power of eminent domain, Basic Rent and Escalation Chargespayable by Tenant shall be justly and equitably abated and reduced according tothe nature and extent of the loss of use thereof suffered by Tenant.

 

12.2         **Right ofTermination**

 

If the Premises or theProperty are substantially damaged by fire or casualty (the term “substantiallydamaged” meaning damage of such a character that the same cannot, in ordinarycourse, reasonably be expected to be repaired within nine (9) months from thetime that repair work would commence), or, if as a result of any exercise ofthe right of eminent domain more than thirty percent (30%) of the Building orthe Property is taken or a material portion of the parking is taken or there isa material impact on access to the Property (collectively, a “Taking”), theneither party shall have the right to terminate this Lease (even if Landlord’sentire interest in the Premises may have been divested) by giving to the otherparty notice of such party’s election so to do within sixty (60) days after theoccurrence of such casualty or the effective date of such Taking, whereuponthis Lease shall terminate thirty (30) days after the date of such notice withthe same force and effect as if such date were the date originally establishedas the expiration date hereof.

 

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12.3         **Restoration**

 

If this Lease shall not beterminated pursuant to Section 12.2, Landlord shall thereafter use duediligence to restore the Premises to proper condition for Tenant’s use andoccupation, provided that Landlord’s obligation shall be limited to the amountof insurance proceeds available therefor. If, for any reason (including, without limitation, insufficiency orunavailability of insurance proceeds), such restoration shall not besubstantially completed within nine (9) months from the time that repair workwould commence in the case of damage by fire or casualty or from the effectivedate of the Taking, as applicable (which nine (9) month period may be extendedfor such periods of time as Landlord is prevented from proceeding with orcompleting such restoration for any cause beyond Landlord’s reasonable control,but in no event for more than an additional three (3) months), Tenant shallhave the right to terminate this Lease by giving notice to Landlord thereofwithin thirty (30) days after the expiration of such period (as soextended).  Upon the giving of suchnotice, this Lease shall cease and come to an end without further liability orobligation on the part of either party unless, within such thirty (30) dayperiod, Landlord substantially completes such restoration.  Such right of termination shall be Tenant’ssole and exclusive remedy at law or in equity for Landlord’s failure so tocomplete such restoration.

 

12.4         **Award**

 

Landlord shall have andhereby reserves and excepts, and Tenant hereby grants and assigns to Landlord,all rights to recover for damage to the Property and the leasehold interesthereby created, and to compensation accrued or hereafter to accrue by reason ofsuch taking, damage or destruction, and by way of confirming the foregoing,Tenant hereby grants and assigns, and covenants with Landlord to grant andassign to Landlord, all rights to such damages or compensation.  Nothing contained herein shall be construedto prevent Tenant from prosecuting in any condemnation proceedings a claim forthe value of any of Tenant’s Removable Property installed in the Premises byTenant at Tenant’s expense and for relocation expenses, provided that suchaction shall not affect the amount of compensation otherwise recoverable byLandlord form the taking authority.

 

ARTICLEXIII

***DEFAULT***

 

13.1         **Default**

 

If at any time subsequent tothe date of this Lease any one or more of the following events (herein referredto as a “Default of Tenant”) shall happen:

 

a.                                       Tenant shallfail to pay the Basic Rent, Escalation Charges or other charges hereunder whendue and such failure shall continue for five (5) Business Days after notice toTenant from Landlord; or

 

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b.                                      Tenant shallneglect or fail to perform or observe any other convenant herein contained onTenant’s part to be performed or observed and Tenant shall fail to remedy thesame within thirty (30) days after notice to Tenant specifying such neglect orfailure, or if such failure is of such a nature that Tenant cannot reasonablyremedy the same within such thirty (30) day period, Tenant shall fail tocommence promptly to remedy the same and to prosecute such remedy to completionwith diligence and continuity but in no event shall such period exceed ninety(90) days; or

 

c.                                       Tenant’sleasehold interest in the Premises shall be taken on execution or by otherprocess of law directed against Tenant; or

 

d.                                      Tenant shallmake an assignment for the benefit of creditors or shall file a voluntarypetition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shallfile any petition or answer seeking any reorganization, arrangement,composition, readjustment, liquidation, dissolution or similar relief foritself under any present or future Federal, State or other statute, law orregulation for the relief of debtors, or shall seek or consent to or acquiescein the appointment of any trustee, receiver or liquidator of Tenant or of allor any substantial part of its properties, or shall admit in writing itsinability to pay its debts generally as they become due; or

 

e.                                       A petitionshall be filed against Tenant in bankruptcy or under any other law seeking anyreorganization, arrangement, composition, readjustment, liquidation,dissolution, or similar relief under any present or future Federal, State orother statute, law or regulation and shall remain undismissed or unstayed foran aggregate of ninety (90) days (whether or not consecutive), or if any debtorin possession (whether or not Tenant) trustee, receiver or liquidator of Tenantor of all or any substantial part of its properties or of the Premises shall beappointed without the consent or acquiescence of Tenant and such appointmentshall remain unvacated or unstayed for an aggregate of ninety (90) days(whether or not consecutive);

 

f.                                         Or if Tenantdissolves or is dissolved or liquidated or adopts any plan or commences anyproceeding, the result of which is intended to include dissolution orliquidation;

 

g.                                      Then in anysuch case:

 

i.                                   If such Defaultof Tenant shall occur before the Commencement Date, this Lease shall ipsofacto, and without further act on the part of Landlord, terminate; and

 

ii.                                If such Defaultof Tenant shall occur after the Commencement Date, Landlord may terminate thisLease by notice to Tenant, specifying a date not less than ten (10) days afterthe giving of such notice on which this Lease shall terminate and this Leaseshall come to an end on the date

 

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specifiedtherein as fully and completely as if such date were the date herein originallyfixed for the expiration of the Term of this Lease (Tenant hereby waiving anyrights of redemption under M.G.L. c. 186, or otherwise), and Tenant will thenquit and surrender the Premises to Landlord, but Tenant shall remain liable ashereinafter provided.

 

Nothingcontained in this Lease shall, however, limit or prejudice the right ofLandlord to prove for and obtain in proceedings under any federal or state lawrelating to bankruptcy or insolvency or reorganization or arrangement, anamount equal to the maximum allowed by any statute or rule of law in effect atthe time when, and governing the proceedings in which, the damages are to beproved, whether or not the amount be greater than the amount of the loss ordamages referred to above.

 

13.2         **Remedies**

 

a.                                       If this Leaseshall have been terminated as provided in this Article, or if any execution orattachment shall be issued against Tenant or any of Tenant’s property whereuponthe Premises shall be taken or occupied by someone other than Tenant, thenLandlord may, without notice, re-enter the Premises, either by force, summaryproceedings, ejectment or otherwise, and remove and dispossess Tenant and allother persons and any and all property from the same, as if this Lease had notbeen made, and Tenant hereby waives the service of notice of intention tore-enter or to institute legal proceedings to that end.

 

b.                                      In the event ofany termination, Tenant shall pay the Basic Rent, Escalation Charges and othersums payable hereunder up to the time of such termination, and thereafterTenant, until the end of what would have been the Term of this Lease in theabsence of such termination, and whether or not the Premises shall have beenre-let, shall be liable to Landlord for, and shall pay to Landlord, as currentdamages, the Basic Rent, Escalation Charges and other sums which would bepayable hereunder if such termination had not occurred, less the net proceeds,if any, of any re-letting of the Premises, after deducting all expenses inconnection with such re-letting, including, without limitation, allrepossession costs, brokerage commissions, legal expenses, attorneys’ fees,advertising, expenses of employees, alteration costs and expenses ofpreparation for such re-letting. Tenant shall pay such current damages toLandlord monthly on the days which the Basic Rent would have been payablehereunder if this Lease had not been terminated.  Landlord shall use commercially reasonable efforts to relet thePremises, which convenant shall be deemed satisfied by Landlord’s engagement ofa commercially reputable broker to market the Premises for releasing.

 

c.                                       At any timeafter such termination, whether or not Landlord shall have collected any suchcurrent damages, Landlord may demand, as liquidated final damages and in lieuof all such current damages beyond the date of such demand, and Tenant shallpay to Landlord an amount equal to the excess, if any, of the Basic Rent,Escalation Charges and other sums as hereinbefore provided which would

 

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be payable hereunder fromthe date of such demand (assuming that, for the purposes of this paragraph,annual payments by Tenant on account of Taxes and Operating Expenses would bethe same as the payments required for the immediately preceding Operating or TaxYear) for what remained, over the Term of this Lease if the same remained ineffect, over the then fair net rental value of the Premises for the sameperiod.

 

d.                                      In case of anyDefault by Tenant, re-entry, expiration and dispossession by summary proceedingsor otherwise, Landlord may:

 

i.                                          Re-let thePremises or any part or parts thereof, either in the name of Landlord orotherwise, for a term or terms which may at Landlord’s option be equal to orless than or exceed the period which would otherwise have constituted thebalance of the Term of this Lease and may grant concessions or free rent to theextent that Landlord considers advisable and necessary to re-let the same; and

 

ii.                                       May make suchreasonable alterations, repairs and decorations in the Premises as Landlord inits sole judgment considers advisable and necessary for the purpose ofre-letting the Premises; and the making of such alterations, repairs anddecorations shall not operate or be construed to release Tenant from liabilityhereunder as aforesaid.  Landlord shallin no event be liable in any way whatsoever for failure to re-let the Premises,or, in the event that the Premises are re-let, for failure to collect the rentunder such re-letting.  Tenant herebyexpressly waives any and all rights of redemption granted by or under anypresent or future laws in the event of Tenant being evicted or dispossessed, orin the event of Landlord obtaining possession of the Premises, by reason of theviolation by Tenant of any of the covenants and conditions of this Lease.

 

e.                                       If a Guarantorof this Lease is named in Section 1.2, the happening of any of the eventsdescribed in of this Section 13.1(d) or (e) with respect to the Guarantor shallconstitute a Default of Tenant hereunder.

 

f.                                         The specifiedremedies to which Landlord may resort hereunder are not intended to beexclusive of any remedies or means of redress to which Landlord may at any timebe entitled lawfully, and Landlord may invoke any remedy (including the remedyof specific performance) allowed at law or in equity as if specific remedieswere not herein provided for.

 

g.                                      All costs andexpenses incurred by or on behalf of Landlord (including, without limitation,attorneys’ fees and expenses) in enforcing its rights hereunder or occasionedby any Default of Tenant shall be paid by Tenant.

 

h.                                      Nothingcontained in this Lease shall limit or prejudice the right of Landlord to provefor and obtain in proceedings for bankruptcy or insolvency by reason of thetermination of this Lease, an amount equal to the maximum allowed by any

 

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statue or rule of law ineffect at the time when, and governing the proceedings in which, the damagesare to be proved, whether or not the amount be greater, equal to or less thanthe amount of the loss or damages referred to above.

 

ARTICLEXIV

***MISCELLANEOUS PROVISIONS AND***

***TENANT’S ADDITIONAL COVENANTS***

 

14.1         **ExtraHazardous Use**

 

Tenant covenants and agreesthat Tenant will not do or permit anything to be done in or upon the Premises,or bring in anything or keep anything therein, which shall increase the rate ofproperty or liability insurance on the Premises or of the Building above thestandard rate applicable to premises occupied for Premitted Uses; and Tenantfurther agrees that, in the event that Tenant shall do any of the foregoing,Tenant will promptly pay to Landlord, on demand, any such increase resultingtherefrom, which shall be due and payable as an additional charge hereunder.

 

14.2         **Waiver**

 

a.                                       Failure on thepart of Landlord or Tenant to complain of any action or non-action on the partof the other, no matter how long the same may continue, shall never be a waiverby Tenant or Landlord, respectively, of any of the other’s rights hereunder.Further, no waiver at any time of any of the provisions hereof by Landlord orTenant shall be construed as a waiver of any of the other provisions hereof,and a waiver at any time of any of the provisions hereof shall not be construedas a waiver at any subsequent time of the same provisions.  The consent or approval of Landlord orTenant to or of any action by the other requiring such consent or approvalshall not be construed to waive or render unnecessary Landlord’s or Tenant’sconsent or approval to or of any subsequent similar act by the other.

 

b.                                      No payment byTenant, or acceptance by Landlord, of a lesser amount than shall be due fromTenant to Landlord shall be treated otherwise than as a payment onaccount.  The acceptance by Landlord ofa check for a lesser amount with an endorsement or statement thereon, or uponany letter accompanying such a check, that such lesser amount is payment infull, shall be given no effect, and Landlord may accept such check withoutprejudice to any other  rights orremedies which Landlord may have against Tenant.

 

14.3         **Covenant ofQuiet Enjoyment**

 

Tenant, subject to the termsand provisions of this Lease, on payment of the Basic Rent and EscalationCharges and other charges hereunder and observing, keeping and performing allof the other terms and provisions of this Lease on Tenant’s part to beobserved, kept and performed, shall lawfully, peaceably and quietly have, hold,occupy

 

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and enjoy the Premisesduring the term hereof, without hindrance or ejection by any persons lawfullyclaiming under Landlord to have title to the Premises superior to Tenant; theforegoing covenant of quiet enjoyment is in lieu of any other covenant, expressor implied.

 

14.4**         Landlord’sLiability**

 

a.                                       No owner of theProperty shall be liable under this Lease except for breaches of Landlord’sobligations occurring while owner of the Property.  The obligations of Landlord shall be binding upon the assets ofLandlord which comprise the Property but not upon other assets of Landlord.  No individual partner, trustee, stockholder,officer, director, employee, member or beneficiary of Landlord shall bepersonally liable under this Lease and Tenant shall look solely to Landlord’sinterest in the Property in pursuit of its remedies upon an event of defaulthereunder, and the general assets of Landlord and of the individual partners,trustees, stockholders, officers, employees, members or beneficiaries ofLandlord shall not be subject to levy, execution or other enforcement procedurefor the satisfaction of the remedies of Tenant.

 

b.                                      With respect toany services or utilities to be furnished by Landlord to Tenant, Landlord shallin no event be liable for failure to furnish the same when prevented from doingso by strike, lockout, breakdown, accident, order or regulation of or by anygovernmental authority, or failure of supply, or inability by the exercise ofreasonable diligence to obtain supplies, parts or employees necessary tofurnish such services, or because of war or other emergency, or for any causebeyond Landlord’s reasonable control, or for cause due to any act or neglect ofTenant or Tenant’s servants, agents, employees, licensees or any personclaiming by, through or under Tenant, subject to the provisions of Section 10.7above.

 

c.                                       In no eventshall Landlord ever be liable to Tenant for any indirect or consequentialdamages suffered by Tenant from whatever cause.

 

14.5         **Notice toMortgagee**

 

After receiving notice fromany person, firm or other entity that it holds a mortgage which includes thePremises as part of the mortgaged premises, no notice from Tenant to Landlordshall be effective unless and until a copy of the same is given to such holder(provided Tenant shall have been furnished with the name and address of such holder),and the curing of any of Landlord’s defaults by such holder shall be treated asperformance by Landlord.

 

14.6         **Assignmentof Rents and Transfer of Titles**

 

a.                                       With referenceto any assignment by Landlord of Landlord’s interest in this Lease, or the rentspayable hereunder, conditional in nature or otherwise, which assignment is madeto the holder of a mortgage on property which includes the Premises, Tenantagrees that the execution thereof by Landlord, and the

 

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acceptance thereof by theholder of such mortgage shall never be treated as an assumption by such holderof any of the obligations of Landlord hereunder unless such holder shall, bynotice sent to Tenant, specifically otherwise elect and that, except asaforesaid, such holder shall be treated as having assumed Landlord’sobligations hereunder only upon foreclosure of such holder’s mortgage and thetaking of possession of the Premises.

 

b.                                      In no eventshall the acquisition of title to the Property by a purchaser which,simultaneously therewith, leases the entire Property back to the seller thereofbe treated as an assumption by operation of law or otherwise, of Landlord’sobligations hereunder, but Tenant shall look solely to such seller-lessee, andits successors from time to time in title, for performance of Landlord’sobligations hereunder.  In any event,this Lease shall be subject and subordinate to the lease between suchpurchaser-lessor and seller-lessee.  Forall purposes, such seller-lessee, and its successors in title, shall be theLandlord hereunder unless and until Landlord’s position shall have been assumedby such purchaser-lessor.

 

c.                                       Tenant herebyagrees that, except as provided in paragraph b. of this Section, in the eventof any transfer of title to the Property by Landlord, Landlord shall thereafterbe entirely freed and relieved from the performance and observance of allcovenants and obligations hereunder.

 

d.                                      Tenant herebyagrees not to look to the mortgagee, as mortgagee, mortgagee in possession, orsuccessor in title to the property, for accountability for any security depositrequired by the Landlord hereunder, unless said sums have actually beenreceived by said mortgagee as security for the tenant’s performance of this Lease.

 

e.                                       Tenant shallnot pay rent more than one month in advance.

 

14.7         **Rules andRegulations**

 

Tenant shall abide by rulesand regulations set forth on Exhibit A hereto and any other rules andregulations reasonably established by Landlord from time to time, it beingagreed that such rules and regulations will be established and applied byLandlord in a reasonable and non-discriminatory fashion, such that all rulesand regulations shall be generally applicable to other tenants, of similarnature to the Tenant named herein, of the Building.  Landlord agrees to use reasonable efforts to insure that any suchrules and regulations are uniformly enforced, but Landlord shall not be liableto Tenant for violation of the same by any other tenant or occupant of the Building,or persons having business with them.

 

14.8         **AdditionalCharges**

 

If Tenant shall fail to paywhen due any sums under this Lease designated as an additional charge, Landlordshall have the same rights and remedies as Landlord has hereunder for failureto pay Basic Rent.

 

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14.9         **Invalidityof Particular Provisions**

 

If any term or provision ofthis Lease, or the application thereof to any person or circumstance shall, tothe extent, be invalid or unenforceable, the remainder of this Lease, or theapplication of such term or provision to persons or circumstances other thanthose as to which it is held invalid or unenforceable, shall not be affectedthereby, and each term and provision of this Lease shall be valid and beenforced to the fullest extent permitted by law.

 

14.10       **ProvisionsBinding, Etc.**

 

Except as herein otherwiseprovided, the terms hereof shall be binding upon and shall inure to the benefitof the successors and assigns, respectively, of Landlord and Tenant and, ifTenant shall be an individual, upon and to his heirs, executors,administrators, successors and assigns. Each term and each provision of this Lease to be performed by Tenantshall be construed to be both a covenant and a condition.  The reference contained to successors andassigns of Tenant is not intended to constitute a consent to assignment byTenant, but has reference only to those instances in which Landlord may latergive consent to a particular assignment as required by those provisions ofArticle VI hereof.

 

14.11       **Recording**

 

Tenant agrees not to recordthis Lease, but each party hereto agrees, on the request of the other, toexecute a so-called Notice of Lease in form recordable and complying withapplicable law and reasonably satisfactory to Landlord’s attorneys.  In no event shall such document set forththe rent or other charges payable by Tenant under this Lease; and any suchdocument shall expressly state that it is executed pursuant to the provisionscontained in this Lease, and is not intended to vary the terms and conditionsof this Lease.  Upon termination of thisLease, Tenant shall execute an instrument in recordable form acknowledging thedate of termination.

 

14.12       **Notices**

 

Whenever, by the terms ofthis Lease, notices shall or may be given either to Landlord or to Tenant, suchnotice shall be in writing and addressed as follows:

 

If Intended for Landlord:

 

Address to Landlord atLandlord’s Original Address (or to such other address or addresses as may fromtime to time hereafter be designated by Landlord by like notice).

 

If Intended for Tenant:

 

Address to Tenant atTenant’s Original Address (or to such other address or addresses as may fromtime to time hereafter be designated by Landlord by like notice).

 

All such notices soaddressed shall be effective (i) when delivered, if hand delivered, or (ii) one(1) day after deposit with a recognized overnight delivery service or (iii)three (3) days after deposit with the U.S. Postal Service if mailed byregistered or certified mail, postage prepaid, return receipt requested.

 

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14.13       **When LeaseBecomes Binding**

 

The submission of thisdocument for examination and negotiation does not constitute an offer to lease,or a reservation of, or option for, the Premises, and this document shallbecome effective and binding only upon the execution and delivery hereof byboth Landlord and Tenant.  Allnegotiations, considerations, representations and understandings between Landlordand Tenant are incorporated herein and this Lease expressly supersedes anyproposals or other written documents relating hereto.  This Lease may be modified or altered only by written agreementbetween Landlord and Tenant, and no act or omission of any employee or agent ofLandlord shall alter, change or modify any of the provisions hereof.

 

14.14       **ParagraphHeadings**

 

The paragraph headingsthroughout this instrument are for convenience and reference only, and thewords contained therein shall in no way be held to explain, modify, amplify oraid in the interpretation, construction or meaning of the provisions of thisLease.

 

14.15       **Rights ofMortgagee**

 

Landlord hereby representsto Tenant that the only mortgage encumbering the Property as of the date of thisLease is held by Cambridge Savings Bank. Landlord hereby agrees to provide to Tenant a SubordinationNon-Disturbance Agreement (as defined below) from Cambridge Savings Bank withrespect to this Lease

 

Any mortgage or othervoluntary lien or other encumbrance recorded subsequent to the recording of thenotice of this Lease shall be subject and subordinate to this Lease unlessLandlord and the holder of any such subsequent mortgage and the holders of allmortgages prior to such subsequent mortgage elect to subordinate this Lease tosuch subsequent mortgage and to any and all advances thereafter made thereunderand to the interest of the holder thereof in the Premises, such election to beexercisable by Landlord and all such holders by filing with the appropriaterecording office (a) a notice of such election and (b) an agreement(“Subordination Non-Disturbance Agreement”) between the holder of suchsubsequent mortgage and Tenant, consented to by holders of all mortgages havingpriority over such subsequent mortgage, by the terms of which such holder willagree to recognize the rights of Tenant under this Lease and to accept Tenantas tenant of the Premises under the terms and conditions of this Lease in theevent of acquisition of title by such holder through foreclosure proceedings orotherwise and Tenant will agree to recognize the holder of such subsequentmortgage as Landlord in such event, which agreement shall be made expressly tobind and inure to the benefit of the successors and assigns of Tenant and ofsuch holder and upon anyone purchasing said Premises at any foreclosure salebrought by such holder.  Tenant andLandlord agree to execute and deliver any appropriate instruments necessary tocarry out the agreements contained in this Section 14.15.  Any such subsequent mortgage to which thisLease is subordinated may contain such terms, provisions and conditions as theholder deems usual or customary. Subject to the forgoing, in the event that any mortgagee or itsrespective successor in title shall succeed to the interest of Landlord, thenthis Lease shall

 

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continue in full force andeffect and Tenant shall and does hereby agree to attorn to such mortgagee orsuccessor and to recognize such mortgagee or successor as its Landlord.

 

14.16       **StatusReport**

 

Tenant shall from time totime, upon not less than fifteen (15) days prior written request by Landlord,execute, acknowledge and deliver to the Landlord a statement in writingcertifying that this Lease in unmodified and in full force and effect and thatthere are no uncured defaults of Landlord or Tenant under this Lease, thatTenant has no defenses, offsets or counterclaims against its obligations to paythe Base Rent, Escalation Charges and other charges hereunder and to performits other covenants under this Lease and that there are no uncured defaults ofthe Landlord or Tenant under this Lease (or, if there have been anymodifications that the same is in full force and effect as modified and statingthe modifications and, if there are any defenses, offsets, counterclaims, ordefaults, setting them forth in reasonable detail), and the dates to which theBase Rent, Escalation Charges and other charges hereunder have been paid.  Any such statement delivered pursuant tothis Section 14.16 may be relied upon by a prospective purchaser or mortgageeof the Premises or any prospective assignee of any mortgagee of thePremises.  Failure of Tenant to respondto such request within such time shall be deemed an acknowledgment by Tenantthat the facts recited in such request are correct.

 

14.17       **SecurityDeposit**

 

Tenant shall pay thesecurity deposit identified in Section 1.2 above to Landlord upon execution anddelivery of this Lease.  Landlord shallhold the same throughout the term of this Lease as security for the performanceby Tenant of all obligations on the part of Tenant hereunder.  Landlord shall have the right from time totime without prejudice to any other remedy Landlord may have on accountthereof, to apply such deposit, or any part thereof, to Landlord’s damagesarising from any default on the part of Tenant.  If there is then existing no Default of Tenant, Landlord shallreturn the deposit, less so much thereof as shall have theretofore been appliedin accordance with the terms of this Section 14.17, to Tenant on the expirationor earlier termination of the Term of this Lease and surrender of possession ofthe Premises by Tenant to Landlord at such time.  While Landlord holds such deposit, Landlord shall have noobligation to pay interest on the same and shall have the right to comminglethe same with Landlord’s other funds. If Landlord conveys Landlord’s interest under this Lease, the deposit,or any part thereof not previously applied, may be turned over by Landlord toLandlord’s grantee, and, if so turned over, Tenant agrees to look solely tosuch grantee for proper application of the deposit in accordance with the termsof this Section 14.17, and the return thereof in accordance herewith.  The holder of a mortgage shall not beresponsible to Tenant for the return or application of any such deposit,whether or not it succeeds to the position of Landlord hereunder, unless suchdeposit shall have been received in hand by such holder.

 

14.18       **RemedyingDefaults; Late Payments**

 

If Tenant shall at any timedefault in the performance of any obligation under this Lease after theexpiration of the grace period set forth in Section 13.b above (except in caseof

 

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emergency, in which caseLandlord may act immediately), Landlord shall have the right, but not theobligation, to enter upon the Premises and to perform such obligationnotwithstanding the fact that no specific provision for such substitutedperformance is made in the Lease with respect to such default.  In performing such obligation, Landlord maymake any payment of money or perform any other act.  In the event of the exercise of such right by Landlord, Tenantagrees to pay to Landlord forthwith upon demand all such sums, together withinterest thereon at a rate equal to 3% over the prime rate in effect from timeto time, as published in the Wall Street Journal (but in no event less than 18%per annum or more than the maximum rate allowed by law), as an additionalcharge.  Any payment of Basic Rent,Escalation Charges or other charges payable hereunder not paid when due shallbear interest at a rate equal to 3% over the prime rate in effect from time totime, as published in the Wall Street Journal (but in no event less than 18%per annum or more than the maximum rate allowed by law) from the due datethereof, as an additional charge.

 

14.19       **Holding Over**

 

Any holding over by Tenantafter the expiration of the term of this Lease shall be treated as a daily tenancyat sufferance at a rate equal to 1 1/2 times the Basic Rent plus EscalationCharges and other charges herein provided (prorated on a daily basis) and shallotherwise be on the terms and conditions set forth in this Lease as far asapplicable.

 

14.20       **Waiver ofSubrogation**

 

Insofar as, and to theextent that, the following provision may be effective without invalidating ormaking it impossible to secure insurance coverage obtainable from responsibleinsurance companies doing business in the locality in which the Property islocated (even though extra premium may result therefrom) Landlord and Tenantmutually agree that, with respect to any hazard, the loss from which is coveredby insurance then being carried by them, respectively, the one carrying suchinsurance and suffering such loss releases the other of and from any and allclaims with respect to such loss to the extent of the insurance proceeds paidwith respect thereto; and they further mutually agree that their respectiveinsurance companies shall have no right of subrogation against the other onaccount thereof.

 

14.21       **Surrender ofPremises**

 

Upon the expiration orearlier termination of the Term of this Lease, Tenant shall peaceably quit andsurrender to Landlord the Premises in neat and clean condition and in goodorder, condition and repair, together with all alterations, additions andimprovements which may have been made or installed in, on or to the Premisesbefore or during the Term of this Lease, excepting only ordinary wear and useand damage by fire or other casualty for which, under other provisions of thisLease, Tenant has no responsibility of repair or restoration.  Tenant shall remove all of Tenant’sRemovable Property and (i) to the extent specified by Landlord pursuant toParagraph 5.2, all Improvements made by Tenant and (ii) with respect toimprovements made by Tenant not requiring Landlord’s consent; and Tenant shallrepair any damages to the Premises or the

 

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Building caused by suchremoval.  Notwithstanding anything inthis Lease to the contrary, Tenant shall have no obligation to remove BuildingStandard Office Improvements from the Premises.  Any of Tenant’s Removable Property which shall remain in theBuilding or on the Premises after the expiration or termination of the Term ofthis Lease shall be deemed conclusively to have been abandoned, and either maybe retained by Landlord as its property or may disposed of in such manner asLandlord may see fit, at Tenant’s sole cost and expense.

 

14.22       **Brokerage**

 

Tenant warrants andrepresents that Tenant has dealt with no broker except Peter Elliot LLC inconnection with the consummation of this Lease and, in the event of any otherbrokerage claims against Landlord predicated upon a broker’s dealings withTenant in connection with this Lease, Tenant agrees to defend the same andindemnify Landlord against any such claim. Landlord shall pay the commission of Peter Elliot LLC a in accordancewith the separate written agreement between Landlord and Peter Elliot LLC.

 

14.23**       EnvironmentalCompliance**

 

Tenant shall not cause anyhazardous or toxic wastes, hazardous or toxic substances or hazardous or toxicmaterials (collectively, “Hazardous Materials”) to be used, generated, storedor disposed of on, under or about, or transported to or from, the Premises(collectively, “Hazardous Materials Activities”) without first receivingLandlord’s written consent, which may be withheld for any reason and revoked atany time.  If Landlord consents to anysuch Hazardous Materials Activities, Tenant shall conduct them in strictcompliance (at Tenant’s expense) with all applicable Regulations, ashereinafter defined, and using all necessary and appropriate precautions.  Landlord shall not be liable to Tenant forany Hazardous Materials Activities by Tenant, Tenant’s employees, agents,contractors, licensees or invitees, whether or not consented to by Landlord.Tenant shall indemnify, defend with counsel acceptable to Landlord and holdLandlord harmless from and against any claims, damages, costs and liabilities,arising out of Tenant’s Hazardous Materials Activities.  For purposes hereof, Hazardous Materialsshall include but not be limited to substances defined as “hazardoussubstances,” “toxic substances,” or “hazardous wastes” in the federalComprehensive Environmental Response, Compensation and Liability Act of 1980,as amended; the federal Hazardous Materials Transportation Act, as amended; andthe federal Resource Conservation and Recovery Act, as amended (“RCRA”); thosesubstances defined as “hazardous wastes” in the Massachusetts Hazardous WasteFacility Siting Act, as amended (Massachusetts General Laws Chapter 21D); thosesubstances defined as “hazardous materials”, or “oil” in Massachusetts GeneralLaws Chapter 21E, as amended; and as such substances are defined in anyregulations adopted and publications promulgated pursuant to said laws(collectively, “Regulations”).  Beforeusing, storing or maintaining any Hazardous Materials on or about the Premises,Tenant shall provide Landlord with a list of the types and quantities thereof,and shall update such list as necessary for continued accuracy.  Tenant shall also provide Landlord with acopy of any Hazardous Materials inventory statement required by any applicableRegulations, and any update filed in accordance with any applicableRegulations.  If Tenant’s activitiesviolate or create a risk of violation

 

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of any Regulations, Tenantshall cease such activities immediately upon notice from Landlord.  Tenant shall immediately notify Landlordboth by telephone and in writing of any spill or unauthorized discharge ofHazardous Materials or of any condition constituting an imminent hazard underany Regulations.  Landlord, Landlord’srepresentatives and employees may enter the Premises at any time during theTerm to inspect Tenant’s compliance herewith, and may disclose any violation ofany Regulations to any governmental agency with jurisdiction.  Nothing herein shall prohibit Tenant fromusing minimal quantities of cleaning fluid and office supplies which mayconstitute Hazardous Materials but which are customarily present in premisesdevoted to office use, provided that such use is in compliance with all applicablelaws and subject to all of the other provisions of this Section 14.23.

 

14.24**       Exhibits**

 

Exhibits A, B, C, D, E, Fand G attached hereto are hereby incorporated by reference as fully as if setforth herein in full.

 

14.25**       GoverningLaw**

 

This Lease shall be governedexclusively by the provisions hereof and by the Laws of the Commonwealth ofMassachusetts, as the same may from time to time exist.

 

14.26**       Evidenceof Authority.**

 

Landlord and Tenant eachrepresent and warrant to the other party that it has all legal power andauthority to execute this Lease; and to perform its respective obligationshereunder.

 

ARTICLEXV

***DETERMINATION OF FAIR MARKET RENT ANDTENANT OPTIONS TO EXTEND***

 

15.1**         FairMarket Rent.**

 

Whenever any provision ofthis Lease provides that the Fair Market Rent shall be calculated, it shallmean that the fair rent for the Premises as of the commencement of the periodin question under market conditions then existing shall be determined.  Fair Market Rent shall be determined byagreement between Landlord and Tenant, but if Landlord and Tenant are unable toagree upon the Fair Market rent within twenty (20) days after the date on whichTenant delivers notice of its exercise of its option to extend under Section15.2 below, then the Fair Market Rent shall be determined by appraisal made ashereinafter provided by a board of three (3) reputable independent commercialreal estate appraisers or brokers, each of whom shall have at least ten yearsof experience in the eastern Massachusetts rental market for comparableproperties and each of whom is hereinafter referred to as “appraiser”.  Tenant and Landlord shall each appoint onesuch appraiser and the two appraisers so appointed shall appoint the third appraiser.  The cost and expenses of each appraiserappointed separately by Tenant and Landlord shall be borne by the party whoappointed the appraiser.  The cost andexpenses of the third appraiser shall be shared equally by Tenant and Landlord.  Landlord and Tenant shall

 

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appoint their respectiveappraisers within fifteen (15) days after the expiration of such twenty (20)day period, and shall designate the appraisers so appointed by notice to theother party.  The two appraisers so appointedand designated shall appoint the third appraiser within fifteen (15) days aftertheir appointment, and shall designate such appraiser by notice to Landlord andTenant.  The board of three appraisersshall determine the Fair Market Rent of the space in question as of thecommencement of the period to which the Fair Market Rent shall apply and shallnotify Landlord and Tenant of their determinations within thirty (30) days oftheir appointment.  If thedeterminations of the Fair Market Rent of any two or all three of theappraisers shall be identical in amount, said amount shall be deemed to be theFair Market Rent of the Premises.  Ifthe determinations of all three appraisers shall be different in amount, theaverage of the two values nearest in amount shall be deemed the Fair MarketRent.  Notwithstanding the foregoing, ifeither party shall fail to appoint its appraiser within the period specifiedabove (such party referred to hereinafter as the “failing party”), the otherparty may serve notice on the failing party requiring the failing party toappoint its appraiser within five (5) days of the giving of such notice and ifthe failing party shall not respond by appointment of its appraiser within saidfive (5) day period, then the appraiser appointed by the other party shall bethe sole appraiser hereunder.  Tenantshall have the option, exercisable by written notice to Landlord within ten(10) days after determination of Fair Market Rent hereunder, to rescind itsexercise of its option to extend under Section 15.2 below, in which event thisLease shall expire at the end of the then current Term.  If Tenant does not timely deliver suchnotice of rescission, the determination of Fair Market Rent by the appraisershereunder shall be final and binding upon the parties.

 

15.2**         Optionsto Extend**

 

Tenant shall have the rightand option to extend the Term for two (2) additional periods (each, an“Extension Term”), in the case of the first Extension Term, commencing the dayafter the expiration of the Initial Term, and ending on the fifth anniversaryof the expiration of the Initial Term, and in the case of the second ExtensionTerm, commencing the day after the expiration of the first Extension Term andending on the fifth anniversary of the expiration of the first Extension Term,provided that Tenant shall give Landlord notice of Tenant’s exercise of eachsuch option no more than eighteen (18) months and no less than fifteen (15)months prior to the expiration of the then current Term, and provided furtherthat Tenant shall not be in default at the time of giving such notice or  at the commencement of the Extension Term inthe performance or observance of any of the terms and provisions of this Leaseon the part of the Tenant to be performed or observed.  Landlord shall deliver to Tenant at leastthirty (30) days and no more than sixty (60) days a reminder notice of itsright to extend the Term hereunder, provided that any delay in delivery of suchnotice after the sixteenth (16th) month prior to the expiration of the then currentterm shall result in a corresponding delay in all dates under this ArticleXV.  Prior to the exercise by Tenant ofthe first such option, the expression “Term” shall mean the Initial Term, andafter the exercise by Tenant of the subsequent option, the expression “Term”shall mean the Term as it has been then extended.  All of the terms, covenants, conditions, provisions andagreements in this Lease contained shall be applicable to the then ExtendedTerm, except as hereinafter set forth. If Tenant shall give notice of its exercise of this option to extend inthe manner and

 

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within the time periodprovided aforesaid, the Term shall be extended upon the giving of such noticewithout the requirement of any further action on the part of either Landlord orTenant.  If Tenant shall fail to givetimely notice of the exercise of any such option as aforesaid, Tenant shallhave no right to extend the Term of this Lease, time being of the essence ofthe foregoing provisions.  It is acondition of the exercise of the second Extension Term that Tenant shall haveexercised its option for the first Extension Term.  The Annual Basic Rent Rate payable during each Extension Termshall be the greater of (a) the Annual Basic Rent Rate for the last year of theInitial Term, in the case of the first Extension Term, and for the last year ofthe first Extension Term, in the case of the second Extension Term, or (b) theFair Market Rent determined in accordance with Section 15.1 above, increased inthe case of either (a) or (b) by Fair Market Rent step increases as determinedin accordance with Section 15.1 above, on each anniversary of the extension ofthe Term.

 

ARTICLEXVI

***RIGHT OF EXPANSION***

 

Providedthat Tenant shall not be in default in the performance or observance of any ofthe terms and provisions of this Lease on the part of the Tenant to beperformed or observed, Tenant shall have a right of first offer to expand intothe remaining space on the first floor of the Building on the same terms andconditions as the Premises demised hereunder on the terms set forth herein,provided that (a) if such right is exercised within six (6) months after theCommencement Date, the Annual Basic Rent for such space shall be the rate setforth in Section 1.2 above, and Landlord shall provide to Tenant the same scopeof Landlord’s Work as is provided for the Premises under Article IV above, and(b) if such right is exercised thereafter, the Annual Basic Rent for such spaceshall be the Fair Market Rent determined in accordance with Section 15.1 above,and Landlord shall only be obligated to provide Landlord’s Work to the extentdetermined to be the market standard therefor, as determined in accordance withSection 15.1 above.  Landlord shallprovide written notice of the availability of the space to Tenant.  If Tenant fails to accept Landlord’s offeron the terms set forth therein within fifteen (15) business days from deliveryof Landlord’s notice, Tenant shall have no further rights hereunder, time beingof the essence of the foregoing provisions. This right of first offer is intended to be outstanding until the firstfloor space has been leased, whether to Tenant or a third party, after whichthis Article XVI shall have no further force or effect.  In the event that Tenant provides timelywritten acceptance of Landlord’s offer, the parties shall enter into anamendment to this Lease which incorporates the offered space into the Premiseson the terms set forth herein.

 

ARTICLEXVII

***LEASING RESTRICTION***

 

Landlord hereby agrees withTenant that Landlord shall not enter into a lease of (a) more than 1,000 squarefeet of space in the Building with a residential mortgage company, or (b) morethan 5,000 square feet of space in the Building with another bank, without theexpress written consent of Abington Savings Bank, provided that thisrestriction shall expire and have no further force or effect during the lasttwelve (12) months of the Term (unless Tenant shall have

 

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exercised any then existing options to extendthe Term pursuant to Article XV, in which event this restriction shall remainin effect until the last twelve (12) months of the Term as so extended).

 

[Signatureson Next Page]

 

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**IN WITNESS WHEREOF,** Landlord andTenant have caused this Lease to be duly executed, under seal, by personshereunto duly authorized, in multiple copies, each to be considered an originalhereof, as of the date first set forth above.

 
| **LANDLORD:**   |                                                      | **TENANT:**           |   |
|-----------------|-----------------------------------------------------------|-----------------------|--------|
| LIBBEY PARK LLC |                                                      | ABINGTON SAVINGS BANK |   |
|            |                                                      |                  |   |
| By:             | CAMPANELLI WEYMOUTH  ILLC                            |                  |   |   |
|            |                                                      |                  |   |   |
| By:             | Campanelli Associates II Limited  Partnership, its member |                  |   |   |
|            |                                                      |                  |   |   |
| By:             | Campanelli Associates II Corporation,  general partner    |                  |   |   |
|            |                                                      |                  |   |
|            |                                                      |                  |   |
| By:             | /s/ Daniel R DeMarco                                      |                  | By:    | /s/ Kevin M. Tierney |   |
|            | Name:  Daniel R. DeMarco                             |                  |   | Name:  Kevin M. Tierney |   |
|            | Title: President                                          |                  |   | Title: Executive VP &  Chief Operating Officer |   |
|            |                                                      |                  |   |   |
|                 |                                                           |                       |        |  |  |  |

 

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**EXHIBITS**

 
| Exhibit A:   |   | The  Land and Title Encumbrances      |   |
|--------------|--------|---------------------------------------|--------|
|         |   |                                  |   |
| Exhibit A-1: |   | Location of Reserved  Parking Spaces  |   |
|         |   |                                  |   |
| Exhibit A-2: |   | Locations and Dimensions  of Signage  |   |
|         |   |                                  |   |
| Exhibit A-3: |   | Location of Rooftop  Equipment        |   |
|         |   |                                  |   |
| Exhibit B:   |   | Floor Plan                            |   |
|         |   |                                  |   |
| Exhibit C:   |   | Landlord’s Work                  |   |
|         |   |                                  |   |
| Exhibit D:   |   | Schedule                              |   |
|         |   |                                  |   |
| Exhibit E:   |   | Cleaning Specifications               |   |
|         |   |                                  |   |
| Exhibit F:   |   | Items Included in  Operating Expenses |   |
|         |   |                                  |   |
| Exhibit G:   |   | Rules and Regulations                 |   |

 

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**EXHIBIT “C”**

03/25/2002

 

**Landlord’s Work**

 

**FOR**

 

**[LOGO] ABINGTON SAVINGS BANK**

 

**In**

 

***100,000*****SF**

**Weymouth Woods Office Building**

 

**AT**

 

***Libby Industrial Parkway***

***Weymouth, MA***

 

**Campanelli**

**Companies**

 

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**TABLE OF CONTENTS**

 

**PART I**

 
| **1.1**  |   | **General**                                    |       |
|----------|--------|------------------------------------------------|------------|
| **1.2**  |   | **Site**                                       |       |
| **1.3**  |   | **Structure**                                  | ** ** |
| **1.4**  |   | **Roof  System**                               | ** ** |
| **1.5**  |   | **Interior Finish**                            | ** ** |
| **1.6**  |   | **Doors and Hardware**                         | ** ** |
| **1.7**  |   | **Fire Protection**                            | ** ** |
| **1.8**  |   | **Plumbing Systems**                           | ** ** |
| **1.9**  |   | **Heating, Ventilating  and Air Conditioning** | ** ** |
| **1.10** |   | **Electrical**                                 | ** ** |
| **1.11** |   | **Elevators**                                  | ** ** |
| **1.12** |   | **Guarantees**                                 |       |

 

**PART II**

 
| **2.1** |   | **Tenant’s Build Out (Landlord’s Work)** |   |
|---------|--------|----------------------------------------------------|--------|

 

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**1.1 GENERAL**

 

A.                                   The officebuilding shall have 100,000 square feet of gross floor area.  There shall be four (4) floors as indicatedin the floor plans “FP1”, “FP2”, “FP3” and “FP4”. The Abington Savings spaceconsists of a total of 34,640 rentable square feet as follows;

 
| 1st  Floor |       | 9,565 r.s.f      |       |
|------------|------------|------------------|------------|
|       |       |             |       |
| 4th  Floor |       | 25,075 r.s.f     |       |
|       |       |             |       |
| **Total**  | ** ** | **34,640 r.s.f** | ** ** |

 

B.                                     The site layoutshall be in accordance with the attached Exhibit “A-1”, including 4 reservedparking spaces at the front of the building marked “Abington Savings BankReserved”.

 

C.                                     All engineeringdesign and inspection work involved in this project shall be done

by competent, registeredarchitects and engineers selected by Campanelli.

 

D.                                    Allconstruction shall be in accordance with state and local codes and recognizedstandards which apply to the type of work involved in this project.

 

E.                                      All labor inconnection with this work shall be open shop done by skilled craftsmen normallyemployed by the various construction trades. All materials specified are to be new and are intended to set a qualitystandard.

 

**1.2  SITE**

 

A.                                   Sanitary sewerand storm sewer shall be properly designed and constructed to adequatelyservice the building and the site.

 

B.                                     Domestic andfire protection water shall be adequately sized and connected directly to theexisting town water main in Libby Industrial Parkway, in accordance with stateand local codes.

 

C.                                     Gas andelectric, telephone and fire alarm utilities of proper size shall be brought tothe building and distributed by the Landlord. Services shall be sized to accommodate typical office use requirements.

 

**1.3 STRUCTURE**

 

A.            Foundation,walls and footings shall be reinforced concrete.

 

B.                                     Floor slabsshall be concrete and designed for live loads as follows: First floor/groundfloor - 150 P.S.F.; upper floors 100 P.S.F. Additional floor load capacity if required for Tenant’s use and orequipment shall be by Tenant.

 

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C.                                     Structuralframe shall be of composite construction consisting of steel columns, beams,joists, and or purlins.  Floor to floorheight shall be 15’-4” from ground floor 15’-4” to second floor and 14’-8”‘ atall others.

 

D.                                    Exterior skinshall be constructed to provide a thermal insulation barrier in accordance withthe Commonwealth of Massachusetts Energy Code. All aluminum shall be of a thermal break design. All glass shall be 1”insulating type and shall incorporate solar tinting or structural solarshading.

 

**1.4 ROOF SYSTEM**

 

A.            Theroof shall be insulated per the Massachusetts Building Code.  Roofing type to

be fully adhered single plyCarlisle EPDM rubber membrane or equal.

 

**1.5 INTERIOR FINISH**

 

A.            INTERIORWALL SURFACES:

 

All corridor and rated walls(except areas which may be exposed masonry) shall    be drywall on 3 5/8” metal studs at 16” on center, taped andsanded, ready to receive finish treatment. All other partitions shall be 1/2” drywall on 3-1/2” metal studs at 16”O.C., taped and sanded to receive finish treatment.  All corners to receive corner beads.  The common corridor wall shall extended to the slab above and beinsulated with sound attenuating blankets.

 

1.                                       All walls areto receive a prime and finish coats as required for complete coverage.  Paint colors in leased areas as selected byTenant.

 

2.                                       Interiorcolumns are to be boxed in and finished as per wall specifications.

 

3.                                       Toilet areasshall receive full height ceramic tile on all walls, with acoustic boardceilings, steel toilet partitions with baked enamel finish.

 

B.            INTERIORFLOOR SURFACES:

 

1.                                       Toilet areasshall receive ceramic tile with marble threshold.

'   

2.                                       Lobby floor tobe tile, color and style to be selected by Landlord’s architect.

 

3.                                       All othercommon areas and corridors to have carpet, color and style to be selected byLandlord’s architect.

 

4.                                       Servicecorridors to be VCT.

 

5.                                       Service dockand equipment rooms to be exposed concrete.

 

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C.            CEILINGS:

 

Ceilings in lobby andcorridor areas to be 2’x2’x 3/4” Armstrong Cortega textured acoustic lay-intile, Armstrong Second Look II or equal, in an exposed inverted T suspensionsystem.  Clear height to finishedceiling shall be 9’ minimum unless otherwise specified. 

 

D.            SPECIALINTERIOR FEATURES:

 

1.                                       Selectedinterior partitions shall receive fiberglass batt sound insulation as follows:

 

a.                                       Core area wallsincluding restrooms, mechanical rooms, and demising walls.

 

**1.6 DOORS AND HARDWARE**

 

A.                                   All commoncorridor doors shall be solid core, oak veneer, stained and finished with clearpolyurethane. The frames for these doors shall be painted metal. Interior doorsshall be similar 3’ -0” x 7’ -0” x 1-3/4” doors in metal frames.

 

1.                                       All doors shallbe rated as required by code.

 

2.                                       All hardwarewill be commercial duty, Best Brand or equal to receive Best Brand cores.  Installation to include constructioncores.  Keying of within tenant spacesis by Tenant.

 

3.                                       All commoncorridor doors shall receive one and one-half pair of heavy- duty hinges,closer and lever-type handles.  Generaloffice doors to receive one and half pair of butts and medium duty cylindricallever type latch sets.

 

4.                                       All doors shallreceive stops and checks are required.

 

**1.7 FIRE PROTECTION**

 

A.                                   Fire sprinklersystem shall be wet-type covering the entire building in accordance withrequirements of local codes and local fire department.  Sprinkler heads in common areas shall bedrop down type with flat cover matching ceiling color all others; chromependant with chrome escutcheons.

 

B.                                     Fire alarm pullstations, horns, smoke detectors, and hose stations shall be installed inaccordance with the requirements of local codes as approved by the localgoverning fire department.

 

C.                                     Central alarmsupervision for fire protection shall be brought to an annunciator panel asrequired by code.

 

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**1.8 PLUMBING SYSTEMS**

 

A.                                   Common toiletareas complying with ADA requirements shall be provided for both sexes on eachfloor.

 

B.                                     One (1)electric water coolers will be provided at each floor, located to be accessibleby all Tenants.

 

C.                                     Toilets shallhave flushometer type fixtures, wall hung. Hot and cold water supply shall be provided to all lavatories andjanitor sinks.  There shall be one (1)janitor’s closet and janitors sink per floor.

 

D.                                    Provide wallcleanouts for toilet headers on every floor.

 

E.                                      Hot water willbe supplied from janitors room on each floor with electric water heaters.

 

**1.9 HEATING,VENTILATING AND AIR CONDITIONING**

 

A.            Designconditions shall be in accordance with the Massachusetts Energy Code asfollows:

 

1.                                       Winter -Heating shall be designed to produce an inside temperature of 72 degrees F.,coincident with an outside temperature of 6 degrees F.

 

2.                                       Summer -Cooling shall be designed to produce an inside temperature of 72 degrees F.,dry bulb, maximum 65 degrees F. wet bulb, coincident with an outsidetemperature of 87 degrees F. and 50% relative humidity, dry bulb and 74 degreesF. wet bulb.

 

3.                                       Fresh air shallbe provided in accordance with state code.

 

B.            General

 

1.                                       The facilitywill be designed in accordance with applicable National, State and localcodes.  These codes include, but are notlimited to, BOCA Building Code, NFPA Standards and ASHRAE Guides. 

 

2.                                       The spaceswithin the building will be mechanically heated, cooled and ventilated, whererequired, in accordance with the above codes and good practice.

 

3.                                       In general,conditioned air and heating by VAV rooftop DX evaporative condensing airhandling units.  The units will belocated on the roof directly over duct shafts. Heating will be by gas fired hotwater located in the Mechanical Room.

 

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C.            AirHandling Units

 

1.                                       The buildingwill be provided with multiple VAV rooftop DX evaporative condensing airhandling units.

 

2.                                       Each unit willinclude return fan, pre-filters, supply fan, cooling coil, gas fired heatingsection, down discharge section an evaporative condenser section.  Units will be double wall construction withno exposed insulating materials.

 

3.                                       Each unit’ssupply and return fan shall be capable of delivering variable air volume bymeans of variable frequency drives.

 

4.                                       The units willbe located on the roof directly over duct shafts. Each unit shall have 12” highroof curbs.

 

5.                                       All airhandling units will have outside air economizer capability.

 

6.                                       Air serving thefollowing areas will be exhausted to the outdoors via separate exhaust fans:Toilet Rooms, Mechanical Room, Electric Rooms and Janitors closets. Any specialexhaust system required for tenant equipment or systems shall be by the tenant.

 

D.            Supplyand Return Air Distribution System

 

1.                                       All supply airwill be distributed through medium pressure to fan powered air terminal devicesand ductwork air diffusers. Ductwork will be distributed to serve all occupiedspaces.  Supply air ductwork will bethermally insulated.  Ductwork will beacoustically lined downstream of all terminal units and within 20 feet upstreamand downstream of all fans, including plenums.

 

2.                                       Each floorshall be provided with a supply air ring duct. Return air will be via return air plenum.

 

3.                                       All areas shallbe provided with constant volume, pressure independent fan powered terminalboxes with hot water heating coils.

 

E.             HotWater System

 

1.                                       To handle theheating load, gas fired hot water boilers sized at 67% of total load each, willbe provided. Hot water will be piped to reheat coils in fan powered terminals.

 

2.                                       The system willinclude the boilers, two circulation pumps, distribution piping, reheat coils,valves and accessories, expansion tank, controls and flue stacks.

 

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3.                                       Combustion airventilation will be provided for the boiler room via wall louvers.

 

4.                                       The boilerswill be located in the Mechanical Room.

 

F.                                      Automatic TemperatureControls

 

1.                                       Building willbe provided with a new computer based automatic temperature control system(DDC) that will control multiple functions/systems to maintain properenvironmental conditioners at all times.

 

2.                                       The rooftop airhandling units will be provided with controls to discharge air temperature,modulate supply, return and outside air volume, control and optimization ofenergy management as appropriate.

 

3.                                       Zones will becontrolled to specified temperature through local zone sensors.

 

4.                                       Exhaust fanswill be interlocked to run with associated supply air handling unit.

 

G.                                     Sound &Vibration Control

 

1.                                       All mechanicalequipment, ductwork and piping shall be seismically restrained per BOCA.

 

2.                                       Pumps will bemounted on inertial blocks and spring isolators.

 

3.                                       Airdistribution systems will be provided with central acoustical silencers on allsupply main ducts and return section of roof curbs.

 

4.                                       Other equipmentwill be treated as required to maintain required level of noise and vibration.

 

H.                                    SpecialtySpaces/Systems

 

1.                                       All otherentryways will have hot water floor mounted cabinet unit heaters.

 

2.                                       Mechanical Roomwill have ceiling mounted horizontal hot water unit heaters.

 

3.                                       Any specialtycooling required for tenant equipment, Computer Room, Tel Com Rooms shall beseparate split system air conditioning systems shall be by the tenant atlocations approved by the Landlord.

 

8

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**1.10  ELECTRICAL**

 

A.                                   Generalillumination in corridors, lobbies and common areas will be provided through 2‘ x 4 ‘ , three lamp recessed fluorescent troffers with parabolic reflectorswith T-8 lamps and electronic ballasts. Accent and wall wash lighting will be provided in Lobbies, and waitingareas.

 

C.                                     120/208V and (1)480/277V power panels connected to Building power shall be provided, sufficientto provided ten (10) watts of power per square foot of floor area for tenantuse beyond lighting and HVAC requirements.

 

D.                                    TelephoneSystem:  Tenant will supply and install alltelephone wiring.  Landlord will provideconduit to suitable central telephone closet location on each floor.  All telephone wiring shall be run abovecorridor ceilings only within dedicated spaces allocated by the Landlord.

 

E.                                      SecuritySystem: a card key access system shall be installed to control general buildingaccess only.

 

F.                                      Emergency PowerGenerator:

 

1.                                  The emergencypower generator shall be sized to accommodate building life safetyrequirements.

 

2.                                  Additionalemergency/backup power shall be by tenant.

** **

**1.11  ELEVATORS**

 

A.                                   Verticalpassenger transportation will be provided by means of two (2) hydraulicpassenger elevators at 3,000 pounds capacity each.  Stops at each floor.

 

1.                                  Speed 150 feetper minute minimum, in accordance with industry standard.

 

2.                                  Cab standardpackage.

 

B.                                     Verticalservice transportation will be provided by means of (1) 4,500 lb. 125 feet perminute hydraulic passenger/service elevator shall be provided with stops ateach floor.

** **

**1.12  GUARANTEES**

 

A.                                   The Landlordguarantees against all defects in materials and workmanship for a period oftwenty four (24) months from the date of initial occupancy.

 

9

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**PART II**

 

**2.1  TENANT FITUP**

** **

**A.****                         ****GENERAL**

 

Landlordshall approve the construction documentation and the construction of TenantImprovements (“Landlord’s Work”) in accordance with mutually approvedpreliminary space plans as provided by Tenant, prepared by DRL Assoc. Inc.,dated 3/09/2002.  These preliminaryspace plans are basic in nature and are intended only to give guidance toLandlord’s architect/engineer in preparing full permit/constructiondocumentation and plans.

 

GeneralContractor:  The general contractorshall be Campanelli Associates Construction Corporation.

 

TheLandlord, its general contractor and the subcontractors agree to furnish allthe material and perform all work necessary to complete the construction andexecution of Landlord’s Work to the Premises and to render Premises acceptablefor occupancy by the Tenant and to furnish all architectural, engineering andcontracting services, structures, equipment, working/permit drawings, labor,materials, taxes and other facilities and to do all other things necessary,proper or incidental thereto, all in strict accordance with Landlord’s Work andany future changes thereto.

 

Landlordagrees to execute all Landlord’s Work in compliance with all applicablebuilding, zoning, fire department, utility company(s) and telephone companyrules/regulations, requirement or ordinances and provide when required allmaterials, labor, permits, inspections, approvals and the like, for all work,including but not limited to: structural, electrical, plumbing, sprinklers,heating, ventilating, air conditioning, security, ingress and egress.

 

Tenantshall approve all working drawings and finishes prior to commencement ofconstruction.  Tenant shall appoint anindividual as Tenant’s Representative to make decisions or changes to the plan.  The general contractor shall submit shopdrawings and data sheets for all fabricated items and equipment, and samples ofall finishes to Tenant’s Representative for approval prior toinstallation.  No extra work, change,amendment, revision or other directive shall be made unless so ordered andauthorized in writing by the Tenant’s Representative.

 

Landlordto provide Tenant with copies of “Certificate of Occupancy” or “TemporaryCertificate of Occupancy”.

 

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B.**            OFFICEAREAS**

 

Tenant improvements shall beconstructed generally as shown on the preliminary space plans as referenced insection A above, and as more specifically described below.

 

1.                                       Drywallpartitions shall be provided per the preliminary space plans.  Partition height shall be 10’ , unlessotherwise noted.

 

Partitionsshall be steel studs with 5/8” gypsum drywall each side taped and painted.

 

a.                                       Wallboard shallcomply with Federal Specifications SS-L-30d and furnished in 48 inch widths andin such lengths as will result in a minimum number of joints.

 

b.                                      Steel studs andtracks shall be channel type, zinc coated.

 

c.                                       Walls ofoffices abutting mechanical rooms, toilets, elevators, lobbies, copy rooms,vending rooms and demising partitions shall be full height to the ceiling deckand shall receive fiberglass batt sound insulation.

 

2.                                       Interior glassand glazing allowance shall include a total of 150 sq. ft. of interiorglass/sidelights.

 

3.                                       Ceilings shallbe 24” x 48” x 3/4” on suspended metal grid at 9’ height, Armstrong Second LookTile II or equal.

 

a.                                       Acousticalmaterials shall be installed in accordance with procedure endorsed byAcoustical and Insulating Materials Association.  Suspension shall be installed in accordance with ASTM C636.

 

b.                                      A total of 5%of the gross ceiling area shall be drywall soffit construction.

 

4.                                       Flooring(except as otherwise specified) shall be provided as follows:

 

a.                                       Office areas,with a carpet material allowance of $15.00/SY

 

b.                                      Lunch room andcoffee station floors (590 SF) shall be Vinyl Composition Tile (VCT).

 

c.                                       Lobby flooringallowance is carried at $15.00 per sq. ft. over 480 sq. ft.

 

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5.                                       Interiorpassage doors exclusive of core area doors, shall be provided the preliminaryspace plans.

 

Interior passage doors,shall be 1-3/4” solid core, oak veneer, stained and finished with clearpolyurethane, in metal frames.

 

a.                                       All hardwarewill be commercial duty, Best Brand or equal to receive Best Brand cores.  Installation to include constructioncores.  Keying of within tenant spacesis by Tenant.

 

6.                                       Glass entrancedoors shall be provided at the following locations:

 

a.                                       Single door atfirst floor branch bank.

 

b.                                      Double door atthe first floor bank office area.

 

c.                                       Double door atthe forth floor board room entrance.

 

7.                                       Painting andwall coverings; all interior partitions, door frames and trim shall be painteda primer and 2 finish coats.  Anallowance for wall coverings beyond paint has been included at the rate of$0.10/rentable sq. ft.

 

8.                                       Electrical;Building power shall be provided to the tenant space, sufficient to providedten (10) watts of power per square foot of floor area for tenant use beyondlighting and HVAC requirements.

 

a.                                       Generalillumination will be provided through 2 ' x 4 ' , three lamp recessedfluorescent troffers with parabolic reflectors with T-8 lamps and electronicballasts, so as to provide a lighting level of 70 foot candles measured at deskheight.

 

b.                                      120 V. duplexreceptacles in the office area shall be provided in partitions at the rate 1per each 15 linear feet of wall space in private offices and at the rate of oneoutlet per 150 sf in open areas.

 

c.                                       Emergencylighting shall be provided in accordance with state and local codes.

 

d.                                      A fire alarmsystem shall be provided per state and local code requirements.

 

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9.                                       HVAC controlsand final distribution shall be designed to accommodate the tenant space basedupon the above described partition density. See article IX for performance design specifications.

 

a.                                       Office areasshall have a plenum type return air system.

 

b.                                      Any specialexhaust system required for tenant equipment or systems shall be by the tenant.

 

c.                                       Zones will becontrolled to specified temperature through local zone sensors.

 

d.                                      Any specialtycooling required for tenant equipment, Computer Room, Tel Com Rooms shall beseparate split system air conditioning systems and shall be by the tenant atlocations approved by the Landlord.

 

10.                                 Plumbing shallbe provided for the kitchen area, including one (1) with sink, and Tenantsupplied dishwasher.

 

11.                                 Window blindsshall be provided on all exterior windows as manufactured by Laserlite, modelV-3000, color #136 white.  Tenant mayselect either solid or perforated slats.

 

12.                                 Floor loadcapacity upgrades required by Tenant’s use and or equipment are excluded, andif required shall be by Tenant.

 

C.**            ALLOWANCES**

 

The following allowances areincluded in Landlord’s Work:

 
| 1.     |   | Carpet  Material allowance $15.00/ sq. yd.;                                   |   | $      | 46,800.00 |   |
|--------|--------|-------------------------------------------------------------------------------|--------|--------|-----------|--------|
|   |   |                                                                          |   |   |      |
| 2.     |   | Special  wall treatments beyond paint @ $0.10/sq. ft. of rentable floor area; |   | $      | 3,269.00  |   |
|   |   |                                                                          |   |   |      |
| 3.     |   | Interior glass and glazing  (approx. 150 sq. ft.;)                            |   | $      | 3,000.00  |   |
|   |   |                                                                          |   |   |      |
| 4.     |   | Lobby flooring allowance @  $15.00 (480 sq. ft.)                              |   | $      | 7,200.00  |   |

 

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