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   Exhibit 10.10  


SUBLEASE AGREEMENT


I.

DEFINED TERMS  


Base
Rent: 



	 
	 	Months
 
	 	Base Rent



	 	 	1-Day Before Must-Take Date	 	$16,918.25 (18.50)
	 	 	Must-Take Date-12	 	$28,124.63 (18.50)
	 	 	13-24	 	$29,644.88 (19.50)
	 	 	25-42	 	$31,165.13 (20.50)





	

Base Year:	
 	

Calendar year 2001
	

Sublessor's Broker:	
 	

Spaulding & Slye and Colliers International
	

Sublessee's Broker:	
 	

Richards Barry Joyce & Partners
	

Building:	
 	

The Apple Hill III Office Building situated at 30 International Place,

Tewksbury, Massachusetts
	

Effective Date:	
 	

March 29, 2002
	

Expiration Date:	
 	

October 31, 2005, subject to the terms of Section 1.d below
	

Landlord:	
 	

NORTH TEWKSBURY COMMONS, L.L.C.
	

Master Lease:	
 	

That certain Lease dated December 1, 2000 between Landlord, as landlord, and Sublessee, as tenant, as amended by a First Amendment to Lease dated as of December     , 2000
	

Permitted Uses:	
 	

General office use
	

Premises:	
 	

Improved real property, as more particularly described in the Master Lease attached hereto as Exhibit A, consisting of approximately 36,368 rentable square feet known as Suites 100 and 200 of
the Building
	

Rent Commencement Date:	
 	

Upon occupancy of the Initial Sublet Space by Sublessee with the written consent of Landlord and Sublessor, but in no event later than May 1, 2002 (or such later date as Landlord shall have consent to this Sublease)
	

Must-Take Date:	
 	

Upon occupancy of the Must-Take Sublet Space by Sublessee with the written consent of Landlord and Sublessor, but in no event later than January 1, 2003
	

Security Deposit:	
 	

$59,289.76 which may be in cash or a Letter of Credit in a form and containing terms acceptable to Sublessor and issued by a financial institution acceptable to Sublessor
	 	 	 	 	 





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Sublessee:	
 	

STARENT NETWORKS, INC.
	

Sublessee's Address:	
 	

30 International Place

Tewksbury, MA 01876

Attn: Alice Barber
	

Sublessee's Share:	
 	

19.61% of the total Rentable Area of the Building, increasing to 32.61% of the total Rentable Area of the Building after the Must-Take Date, if applicable
	

Sublessor:	
 	

NETWORK APPLIANCE, INC., a California corporation
	

Sublessor's Address:	
 	

495 East Java Drive

Sunnyvale, California 94089

Attn: Stephen Caswell
	

Sublet Space:	
 	

That portion of the Premises on the first floor of the Building, as more particularly described in the Sublet Space Floor Plan attached hereto as Exhibit B, consisting of approximately 18,243
rentable square feet, consisting of approximately 10,974 rentable square feet of space shown on Exhibit B as the "Initial Sublet Space" and approximately 7,269 rentable square feet of space
shown on Exhibit B as the "Must-Take Space."
	

Term:	
 	

Approximately forty-two (42) months, subject to the terms of Section 1.d below
	

Exhibits:	
 	
Exhibit A—Master Lease
 Exhibit B—Sublet Space Floor Plan




II.  


        THIS SUBLEASE AGREEMENT ("Sublease") is entered as of the Effective Date by and between Sublessor and Sublessee. 


        THE PARTIES ENTER this Sublease on the basis of the following facts, understandings and intentions: 


        A.    Sublessor
is presently a lessee of the Premises in the Building pursuant to the Master Lease by and between Landlord and Sublessor. A copy of the Master Lease with all
exhibits and addenda thereto, is attached hereto as Exhibit A. 


        B.    Sublessor
desires to sublease the Sublet Space to Sublessee and Sublessee desires to sublease the Sublet Space from Sublessor on all of the terms, covenants and
conditions hereinafter set forth. 


        C.    All
of the terms and definitions in the Definitions section are incorporated herein by this reference. 



        NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties, the parties hereto agree as follows: 


        1.    Term.    



        a.    Initial Sublet Space.    The Term of this Sublease shall
commence with respect to the Initial Sublet Space on the Rent Commencement Date and end on the Expiration Date. 



        b.    Must-Take Space.    Sublessee hereby agrees and
acknowledges that, subject to the rights of Sublessor described in this subsection 1.b., Sublessee shall be obligated to sublease the Must-Take 



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Space,
and the Term of this Sublease shall commence with respect to the Must-Take Space on the Must-Take Date described in the Defined Terms. From and after the
Must-Take Date: (i) the Base Rent shall be adjusted as described in the Defined Terms, and (ii) Sublessee's Share shall be adjusted in accordance with the Defined Terms to
reflect the increased rentable square footage of the Premises. Notwithstanding the foregoing, Sublessee acknowledges and agrees that Sublessor shall have the right to continue to market the
Must-Take Space and sublease such Must-Take Space to third parties at any time prior to the Must-Take Date. If Sublessor enters into a letter of intent (the "Letter
of Intent") to sublet the Must-Take Space to a third party prior to the Must-Take Date, Sublessor shall promptly provide Sublessee and Sublessee's broker with a copy of such
Letter of Intent. Sublessee shall have a period of five (5) business days from receipt of such Letter of Intent in which to send Sublessor a written notice (the "Sublessee's Notice") that
Sublessee desires to sublet the Must-Take Space on all of the terms of that Letter of Intent except that the duration of the term for the Must-Take Space shall be
co-terminous with the then existing term hereof, in which event within five (5) business days after the date of the Sublessee's Notice, Sublessor and Sublessee shall enter into an
amendment to this Sublease evidencing the terms of such subletting, and the definition of the Base Rent, Term, Must-Take Date and Security Deposit described in the Defined Terms shall be
amended accordingly to reflect the terms of the Letter of Intent with respect to the Must-Take Space. If Sublessee fails to exercise Sublessee's rights in a timely manner pursuant to the
terms of this subsection 1.b., then Sublessor shall be free to sublease the Must-Take Space to a third party on substantially the same terms (and in no event for economic terms less than
90% of those set forth in the Letter of Intent) described in the Letter of Intent and Sublessee's rights to the Must-Take Space shall be null and void, in which event Sublessor and
Sublessee shall enter into an amendment to this Sublease adjusting the definitions of the Base Rent, Sublessee's Share and Security Deposit accordingly. However, the Sublease shall continue in full
force and effect with respect to the Initial Sublet Space. If Sublessor does not enter into a sublease for the Must-Take Space prior to the Must-Take Date, then Sublessee shall
be obligated to sublet the Must-Take Space on the Must-Take Date in accordance with the terms of this Sublease. 


        c.    Terms.    If for any reason Sublessor does not deliver
possession of the Initial Sublet Space to Sublessee on or before the Rent Commencement Date, or possession of the Must-Take Space by the Must-Take Date, then, except as
provided for in subsection 1.b. above and the following sentence, this Sublease shall not terminate. Sublessor will have no liability for such failure to deliver the Initial Sublet Space or the
Must-Take Space, but the applicable Base Rent and Additional Rent due hereunder for such space shall not commence until the date possession of the Initial Sublet Space or, subject to
subsection 1.b. above, the Must-Take Space is given to Sublessee. Notwithstanding the foregoing, if Sublessor fails to deliver the Initial Sublet Space on or before July 31, 2002,
then from and after such date and until Sublessor shall have delivered such possession, Sublessee shall have the right to terminate this Sublease by written notice to Sublessor. Sublessor shall
sublease to Sublessee, and Sublessee shall sublease from Sublessor the Sublet Space for the Term upon all of the terms, covenants and conditions herein contained. In addition, Sublessor shall lease to
Sublessee, and Sublessee shall lease from Sublessor, any and all permanent improvements
("Improvements") on the Sublet Space constructed and/or owned by Sublessor, upon all of the terms, covenants and conditions herein contained. As used herein, "Sublet Space" shall include the Sublet
Space and the Improvements. 


        d.    Option to Extend.    Provided that: (i) Sublessee is not
then in default hereunder beyond any applicable notice and cure period, (ii) Sublessee has not been in default under the terms of this Sublease beyond any applicable notice and cure period more
than two (2) times during the Term of this Sublease, (iii) Sublessee has not assigned this Sublease except as permitted under Section 18.7 of the Master Lease as incorporated
herein (a "Permitted Transfer"), (iv) Sublessee has not sublet more than forty percent (40%) of the Sublet Space (other than a Permitted Transfer) and Sublessee and or a transferee under a
Permitted Transfer is in physical possession of 



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at
least sixty percent (60%) of the Sublet Space, and (v) Sublessee has provided Sublessor with written notice thereof at least nine (9) months in advance, Sublessee shall have
the right to extend the Term of the Sublease until the "Lease Expiration Date" of the Master Lease. Such extension shall be on all of the terms and conditions of this Sublease, except that the Base
Rent due under this Sublease during such extension period shall be as follows: 



	Time Period
 
	 	Monthly Base Rent
	 	 

	11/1/05-2/14/06	 	$43,327.13	 	$	28.50
	

2/15/06-2/14/09	
 	

$46,367.62	
 	
$	

30.50
	

2/15/09-Lease Expiration Date	
 	

$47,887.88	
 	
$	

31.50






        2.    Condition of Sublet Space.    



        a.    Physical Condition.    As of the Effective Date, Sublessee shall
accept the Initial Sublet Space on an "as is" basis and acknowledges that Sublessor has made no representations of any kind in connection with improvements or physical conditions on, or bearing on,
the use of the Sublet Space. Sublessee shall rely solely on Sublessee's own inspection and examination of such items and not on any representations of Sublessor, express or implied. Sublessee further
recognizes and agrees that neither Sublessor nor Landlord shall be required to perform any work of construction, alteration or maintenance of or to the Sublet Space; provided, however, Sublessor shall
deliver the Sublet Space to Sublessee in broom clean condition and in the same arrangement and condition as the Sublet Space now is, reasonable wear and tear and casualty excepted. 


        b.    Further Inspection.    Sublessee represents and warrants to
Sublessor that as of the Effective Date Sublessee shall examine and inspect all matters with respect to taxes, income and expense data, insurance costs, bonds, permissible uses, the Master Lease,
zoning, covenants, conditions and restrictions and all other matters which in Sublessee's judgment bear upon the value and suitability of the Sublet Space for Sublessee's purposes. Sublessee has and
will rely solely on Sublessee's own inspection and examination of such items and not on any representations of Sublessor, express or implied. 




        3.    Sublease Subject to Master Lease.    



        a.    Inclusions.    It is expressly understood, acknowledged and
agreed by Sublessee that all of the other terms, conditions and covenants of this Sublease shall be those stated in the Master Lease except as excluded in Section 3.b herein, modified as
appropriate in the circumstances so as to make such Articles, and any Sections contained therein, applicable only to the subleasing hereunder by Sublessor of the particular Sublet Space covered
hereby. Whenever the word "Premises" is used in the Master Lease, for purposes of this Sublease, the words "Sublet Space" shall be substituted. Sublessee shall be subject to, bound by and comply with
all of said Articles and Sections of the Master Lease with respect to the Sublet Space and shall satisfy all applicable terms and conditions of the Master Lease for the benefit of both Sublessor and
Landlord, it being understood and agreed that wherever in the Master Lease the word "Tenant" appears, for the purposes of this Sublease, the word "Sublessee" shall be substituted, wherever in the
Master Lease the words "Tenant's Share" appear, for the purposes of this Sublease, the words "Sublessee's Share" shall be substituted; and wherever the word "Landlord" appears, for the purposes of
this Sublease, the word "Sublessor" shall be substituted; and that upon the breach of any of said terms, conditions or covenants of the Master Lease by Sublessee or upon the failure of Sublessee to
pay Rent or comply with any of the provisions of this Sublease, Sublessor may exercise any and all rights and remedies granted to Landlord by the Master Lease. In the event of any conflict between
this Sublease and the Master Lease, the terms of this Sublease shall control. It is further understood and agreed that Sublessor has no duty or obligation to Sublessee under the aforesaid Articles and
Sections of the Master Lease other than to maintain the Master Lease in full force 



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and
effect during the term of this Sublease; provided, however, that Sublessor shall not be liable to Sublessee for any earlier termination of the Master Lease which is not due to the fault of
Sublessor. Whenever the provisions of the Master Lease incorporated as provisions of this Sublease require the written consent of Landlord, said provisions shall be construed to require the written
consent of both Landlord and Sublessor. Sublessee hereby acknowledges that it has read and is familiar with all the terms of the Master Lease, and agrees that this Sublease is subordinate and subject
to the Master Lease and that any termination thereof without the fault of Sublessor shall likewise terminate this Sublease. 


        b.    Exclusions.    The terms and provisions of the following
Articles, Sections and portions of the Master Lease are not incorporated into this Sublease: 1.1, 1.2, 1.3, 1.4(c), 1.5, 1.7, 1.8, 1.9, 1.10, 1.11 (with respect to Exhibits C and E), the
first two sentences of 2.1, 2.4, 3, 4.1, 4.4, 4.5, 5, 6.7, Article 7, 10.2(a), (b) and (c), Landlord's indemnification of Tenant pursuant to Section 10.3, 11.1 (except to the extent of
Sublessor's obligations under Section 4(c) hereof), 12.2, 15.2.7, 15.12, the reference in Section 20.1 to "one hundred and twenty-five percent (125%)" is modified to
"one hundred seventy-five percent," and the reference to "one hundred fifty percent (150%)" is modified to "two hundred percent," 29.2.4 (except that Sublessor shall use reasonable
efforts to obtain standard lobby directory signage for Sublessee), 29.2.5 (except that Sublessor shall use reasonable efforts to obtain standard floor directory signage for Sublessee), 30.11, 30.22
and Exhibits C and E. 


        c.    Time for Notice.    The time limits provided for in the
provisions of the Master Lease for the giving of notice, making of demands, performance of any act, condition or covenant, or the exercise of any right, remedy or option, are amended for the purposes
of this Sublease by lengthening or shortening the same in each instance by five (5) days, as appropriate, so that notices may be given, demands made, or any act, condition or covenant
performed, or any right, remedy or option hereunder exercised, by
Sublessor or Sublessee, as the case may be, within the time limit relating thereto contained in the Master Lease. If the Master Lease allows only five (5) days or less for Sublessor to perform
any act, or to undertake to perform such act, or to correct any failure relating to the Premises or this Sublease, then Sublessee shall nevertheless be allowed three (3) days to perform such
act, undertake such act and/or correct such failure. 




        4.    Performance by Sublessor; Status of Master Lease.    



        a.    Sublessor's Performance Conditioned on Landlord's
Performance.    Sublessee recognizes that Sublessor is not in a position to render any of the services or to perform any of the obligations required of Landlord by
the terms of the Master Lease. Therefore, despite anything to the contrary in this Sublease, Sublessee agrees that performance by Sublessor of its obligations under this Sublease is conditioned on
performance by Landlord of its corresponding obligations under the Master Lease, and Sublessor will not be liable to Sublessee for any default of Landlord under the Master Lease. Sublessee will not
have any claim against Sublessor based on the Landlord's failure or refusal to comply with any of the provisions of the Master Lease unless that failure or refusal is a result of Sublessor's act or
failure to act. Despite Landlord's failure or refusal to comply with any of those provisions of the Master Lease, this Sublease will remain in full force and effect and Sublessee will pay the base
rent and additional rent and all other charges provided for in this Sublease without any abatement, deduction or setoff. Except as expressly provided in this Sublease, Sublessee agrees to be subject
to, and bound by, all of the covenants, agreements, terms, provisions, and conditions of the Master Lease, as though Sublessee was the Tenant under the Master Lease. 



        b.    Obtaining Landlord's Consent.    Whenever the consent of
Landlord is required under the Master Lease, and whenever Landlord fails to perform its obligations under the Master Lease, Sublessor agrees to use its reasonable, good faith efforts to obtain, at
Sublessee's sole cost and expense, that consent or performance on behalf of Sublessee. 



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        c.    Sublessor's Obligations.    Sublessor shall promptly pay to
Landlord all amounts owed by it under the Master Lease, and shall otherwise perform its obligations under the Lease not transferred to Sublessee pursuant to this Sublease. If Landlord shall default in
any of its obligations to Sublessor with respect to the Subleased Premises, upon Sublessee's request Sublessor shall use reasonable diligence to enforce Sublessor's rights against Landlord with
respect thereto. 




        5.    Rent.    



        a.    Base Rent.    Upon execution hereof, Sublessee shall deliver the
first month's Base Rent to Sublessor, to be applied against Sublessee's first obligation to pay Base Rent hereunder. Sublessee shall pay to Sublessor the Base Rent in advance on the first day of each
month of the Term, commencing on the Rent Commencement Date (except that the payment made upon the execution hereof shall be the payment for the first full month of the Term). In the event the first
day of the Teem shall not be the first day of a calendar month or the last day of the Term is not the last day of the calendar month, the Base Rent shall be appropriately prorated based on a thirty
(30) day month. All installments of Base Rent shall be delivered to Sublessor's Address, or at such other place as may be designated in writing from time to time by Sublessor, in lawful money
of the United States and without deduction or offset for any cause whatsoever. 



        b.    Additional Rental.    Sublessee shall be responsible for
Sublessee's Share of all costs and expenses of every kind and nature which may be imposed, at any time, on Sublessor pursuant to the Master Lease (except for Base Rent, as defined in the Master Lease)
including, but not limited to, Additional Rent, Direct Expenses, and Tax Expenses, all as defined in the Master Lease, in excess of such expenses paid by Sublessor during the Base Year. As hereinafter
used, "Rent" shall include Base Rent and all additional charges to be paid by Sublessee pursuant to this Section 5.b. 



        c.    Electricity.    Sublessee shall reimburse Sublessor for
Sublessee's share of the electricity used by Sublessee at the Sublet Space. Sublessor and Sublessee hereby deem Sublessee's share of such electricity costs to equal Thirty and Seventeen/Hundredths
Percent (30.17%) of the electrical costs for the Premises (increasing to Fifty and Sixteen/Hundredths Percent (50.16%) after the Must-Take Date, if applicable), provided that:
(i) Sublessee shall be exclusively responsible for one hundred percent (100%) of any and all charges or expenses associated with any overstandard or after-hours electrical use requested or used
by Sublessee, and (ii) if Sublessor, in Sublessor's reasonable discretion, determines that the sharing of electrical costs described above in this subsection 5.c is not an equitable arrangement
due to excessive electrical use by Sublessee, then Sublessor shall have the right, at Sublessor's expense, to have electricity submeters installed in the Sublet Space, whereupon Sublessee shall pay
its electrical costs directly to the electrical service provider. Any amounts due from Sublessee
to Sublessor pursuant to this subsection 5.c shall be "Additional Rent" and shall be paid within thirty (30) days of request therefor. 




        6.    Security Deposit.    Upon execution hereof, Sublessee shall
deposit the Security Deposit with Sublessor. The Security Deposit shall secure Sublessee's obligations under this Sublease to pay Base Rent and other monetary amounts, to maintain the Sublet Space and
repair damages thereto, to surrender the Sublet Space to Sublessor in clean condition and repair upon termination of this Sublease and to discharge Sublessee's other obligations hereunder. Sublessor
may use and commingle the Security Deposit with other funds of Sublessor. If Sublessee fails to perform Sublessee's obligations hereunder beyond any applicable notice and cure period, Sublessor may,
but without any obligation to do so, apply all or any portion of the Security Deposit towards fulfillment of Sublessee's unperformed obligations. If Sublessor does so apply any portion of the Security
Deposit, Sublessee's failure to remit to Sublessor a sufficient amount in cash to restore the Security Deposit to the original amount within five (5) days after receipt of Sublessor's written
demand to do so shall constitute an event of default. Upon termination of this Sublease, if Sublessee has then performed all of Sublessee's obligations hereunder, Sublessor shall return the Security
Deposit, or whatever amount remains of the Security 


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Deposit
after Sublessor applied all or a portion of the Security Deposit to perform Sublessee's obligations hereunder, to Sublessee without payment of interest. 


        7.    Use.    The Sublet Space is to be used for the Permitted Uses,
and for no other purpose or business without the prior written consent of Sublessor. In no event shall the Sublet Space be used for a purpose or use prohibited by the Master Lease. 


        8.    Indemnity.    Sublessee agrees to protect, defend, indemnify,
and hold Sublessor harmless from and against any and all liabilities, claims, expenses, losses and damages (including reasonable attorneys' fees and costs), that may at the time be asserted against
Sublessor by (a) Landlord for failure of Sublessee to perform any of the covenants, agreements, terms, provisions, or conditions contained in the Master Lease that Sublessee is obligated to
perform under the provisions of this Sublease; or (b) any person as a result of Sublessee's use or occupancy of the Sublet Space, except to the extent any of the foregoing is caused by the
negligence or willful misconduct of Sublessor. Sublessor agrees to protect, defend, indemnify, and hold Sublessor harmless from and against any and all liabilities, claims, expenses, losses and
damages (including reasonable attorneys' fees and costs), that may at the time be asserted against Sublessee by (a) Landlord for failure of Sublessor to perform any of the covenants,
agreements, terms, provisions, or conditions contained in the Master Lease that Sublessor is obligated to perform under the provisions of this Sublease; or (b) any person as a result of the
negligence or willful misconduct of Sublessor. The provisions of this Section 8 will survive the expiration or earlier termination of the Master Lease or this Sublease. 



        9.    Right to Cure Sublessee's Defaults.    If Sublessee shall at any
time fail to make any payment or perform any other obligation of Sublessee hereunder, then Sublessor shall have the right, but not the obligation, after the lesser of five (5) days' notice to
Sublessee or the time within which Landlord may act on
Sublessor's behalf under the Master Lease, or without notice to Sublessee in the case of any emergency, and without waiving or releasing Sublessee from any obligations of Sublessee hereunder, to make
such payment or perform such other obligation of Sublessee in such manner and to such extent as Sublessor shall deem necessary, and in exercising any such right, to pay any incidental costs and
expenses, employ attorneys and other professionals, and incur and pay reasonable attorneys' fees and other costs reasonably required in connection therewith. Sublessee shall pay to Sublessor upon
demand all sums so paid by Sublessor and all incidental costs and expenses of Sublessor in connection therewith, together with interest thereon at the Interest Rate. 


        10.    Damage and Destruction.    



        a.    Termination of Master Lease.    If the Sublet Space is damaged
or destroyed and Landlord or Sublessor exercises any option either may have to terminate the Master Lease, if any, this Sublease shall terminate as of the date of the termination of the Master Lease. 


        b.    Continuation of Sublease.    If the Master Lease is not
terminated following any damage or destruction as provided above, this Sublease shall remain in full force and effect. Despite anything contained in the Master Lease to the contrary, as between
Sublessor and Sublessee only, in the event of damage to or condemnation of the Sublet Space, all insurance proceeds or condemnation awards received by Sublessor under the Master Lease will be deemed
to be the property of Sublessor, and Sublessor will have no obligation to rebuild or restore the Sublet Space. 




        11.    Eminent Domain.    



        a.    Total Condemnation.    If all of the Premises is condemned by
eminent domain, inversely condemned or sold in lieu of condemnation, for any public or a quasi-public use or purpose ("Condemned" or "Condemnation"), this Sublease shall terminate as of the date of
title vesting in such proceeding, and Base Rent shall be adjusted to the date of termination. 



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        b.    Partial Condemnation.    If any portion of the Premises is
condemned, and Sublessor exercises any option to terminate the Master Lease, this Sublease shall automatically terminate as of the date of the termination of the Master Lease. If Sublessor has the
option to terminate the Master Lease, Sublessor shall promptly give Sublessee notice of such option and shall exercise such option if so directed by Sublessee subject to the relevant provisions of the
Master Lease and further provided that such partial condemnation renders the Premises unusable for Sublessee's business as reasonably determined by Sublessor. If this Sublease is not terminated
following any such Condemnation, this Sublease shall remain in full force and effect and Sublessor shall promptly restore the Premises to the extent of any
Condemnation proceeds recovered by Sublessor and, in addition, Sublessor shall diligently enforce any rights under the Master Lease to require Lessor to rebuild the Premises. Base Rent shall be
equitably adjusted to take into account interference with Sublessee's ability to conduct its operations on the Premises as a result of the Premises being Condemned. 


        c.    Sublessee's Award.    Subject to the provisions of the Master
Lease, Sublessee shall have the right to recover from the condemning authority, but not from Sublessor, such compensation as may be separately awarded to Sublessee in connection with costs and
removing Sublessee's merchandise, furniture, fixtures, leasehold improvements and equipment to a new location. 




        12.    Insurance.    All insurance policies required to be carried by
Sublessee, pursuant to the Master Lease, shall contain a provision whereby Sublessor and Landlord are each named as additional insureds under such policies. 


        13.    Brokerage Commission.    Sublessor shall pay a brokerage
commission to Sublessor's Broker for Sublessee's subletting of the Sublet Space as provided for in a separate agreement between Sublessor and Sublessor's Broker. Sublessor's Broker shall pay a
brokerage commission to Sublessee's Broker as provided for in a separate agreement between Sublessor's Broker and Sublessee's Broker. Sublessee warrants for the benefit of Sublessor that its sole
contact with Sublessor or the Sublet Space in connection with this transaction has been directly with Sublessor and Sublessee's Broker. Sublessee further warrants for the benefit of Sublessor that no
other broker or finder can properly claim a right to a commission or a finder's fee based upon contacts between the claimant and Sublessee with respect to the other party or the Sublet Space.
Sublessee shall indemnify, defend by counsel acceptable to Sublessor and hold Sublessor harmless from and against any loss, cost or expense, including, but not limited to, attorneys' fees and court
costs, resulting from any claim for a fee or commission by any broker or finder, other than any claims by Sublessee's Broker or Sublessor's Broker, in connection with the Sublet Space and this
Sublease. 


        14.    Right of First Offer.    Provided that: (i) Sublessee is
not then in default hereunder beyond any applicable notice and cure period, (ii) Sublessee has not been in default under the terms of this Sublease more than two (2) times during the
Term of this Sublease, (iii) Sublessee has not assigned this Sublease (except pursuant to a Permitted Transfer), and (iv) Sublessee has not sublet more than forty percent (40%) of the Sublet Space
(except pursuant to a Permitted Transfer) and Sublessee and or a transferee pursuant to a Permitted Transfer are in physical possession of at least sixty percent (60%) of the Sublet Space, then if
Sublessor determines, in Sublessor's sole and absolute discretion, that Sublessor shall no longer occupy space in the Premises, then prior to making such space available to any other parties for
sublease, Sublessor shall provide Sublessee with written notice thereof (the "Space Availability Notice"), and the terms on which Sublessor intends to make the premises available for subletting. If
Sublessee provides Sublessor with written notice (the "Acceptance Notice") within five (5) business days of the date of the Space Availability Notice of Sublessee's agreement to such subletting
terms, then the parties shall enter into an amendment of this Sublease within five (5) business days after the date of the Space Availability Notice (or five (5) business days after
receipt of the draft amendment, if later), subject to Landlord's consent under the Master Lease, pursuant to Sublessee's occupancy of such additional space shall be on all of the terms and conditions
of this 


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Sublease,
except that: (a) the Rent Commencement Date shall be the date specified in the Space Availability Notice, (b) the Base Rent for such space shall be the "Fair Market Rental
Value" therefore, as defined and determined in accordance with the terms of Section 4.5.2.1 of the Master Lease, and (c) the Security Deposit and Sublessee's Share shall be adjusted
accordingly. If Sublessee fails to deliver the Acceptance Notice, or deliver an executed amendment as provided for above, then Sublessor shall have the right to market such space on economic terms not
less than 90% of the terms set forth in the Space Availability Notice. 


        15.    Miscellaneous.    



        a.    Entire Agreement.    This Sublease contains all of the
covenants, conditions and agreements between the parties concerning the Sublet Space, and shall supersede all prior correspondence, agreements and understandings concerning the Sublet Space, both oral
and written. No addition or modification of any term or provision of this Sublease shall be effective unless set forth in writing and signed by both Sublessor and Sublessee. 


        b.    Captions.    All captions and headings in this Sublease are for
the purposes of reference and convenience and shall not limit or expand the provisions of this Sublease. 



        c.    Landlord's Consent.    This Sublease is conditioned upon
Landlord's written approval of this Sublease within thirty (30) days after the Effective Date. If Landlord refuses to consent to this Sublease, or if the thirty (30) day consent period
expires, this Sublease shall terminate and neither party shall have any continuing obligation to the other with respect to the Sublet Space; provided Sublessor shall return the Deposit and first
month's rent, if previously delivered to Sublessor, to Sublessee. 


        d.    Authority.    Each person executing this Sublease on behalf of a
party hereto represents and warrants that he or she is authorized and empowered to do so and to thereby bind the party on whose behalf he or she is signing. 


        e.    Attorneys' Fees.    In the event either party shall bring any
action or proceeding for damages or for an alleged breach of any provision of this Sublease to recover rents, or to enforce, protect or establish any right or remedy hereunder, the prevailing party
shall be entitled to recover reasonable attorneys' fees and court costs as part of such action or proceeding. 



        f.    Notices.    All notices, demands, consents and approvals which
may or are required to be given by either party to the other hereunder shall be in writing and either personally delivered, sent by commercial overnight courier, or mailed, certified or registered,
postage prepaid, and addressed to the party to be notified at the address for such party as specified in the Defined Terms or to such other place as the party to be notified may from time to time
designate by at least ten (10) days' notice to the notifying party. Notices shall be deemed served upon receipt or refusal to accept delivery. Sublessee appoints as its agent to receive the
service of all default notices and notice of commencement of unlawful detainer proceedings the person in charge of or apparently in charge of occupying the Sublet Space at the time, and, if there is
no such person, then such service may be made by attaching the same on the main entrance of the Sublet Space. 



9







 

        IN WITNESS WHEREOF, the parties hereto have executed one (1) or more copies of this Sublease, effective as of the Effective Date. 



	 	 	"Sublessor"
	

 	
 	
NETWORK APPLIANCE, INC.,

a California corporation
	

 	
 	

By:	


	 	 	Name:	    

	 	 	Title:	    

	

 	
 	
"Sublessee"
	

 	
 	

STARENT NETWORKS, INC.
	

 	
 	

By:	


	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

By:	


	 	 	Name:	    

	 	 	Title:	    






	ACCEPTED AND AGREED TO:	 	 
	
"Landlord"	
 	

 
	

NORTH TEWKSBURY COMMONS, L.L.C.	
 	

 
	By:	 	 	 	 	 
	 	 	
	 	 
	 	 	Its:	 	 	 
	 	 	 	
	 	 
	

By:	
 	

 	

 	
 	

 
	 	 	
	 	 
	 	 	Its:	 	 	 
	 	 	 	
	 	 




10








EXHIBIT A  


 MASTER LEASE  


[To Be Attached] 


EXHIBIT A








LEASE  


 NORTH TEWKSBURY COMMONS, L.LC.

Landlord  


 and  


 NETWORKS APPLIANCES, INC.

Tenant  


 December 1, 2000  







TABLE OF CONTENTS  



	Article 1    Summary of Basic Lease Information
	 	
 Section 1.1	
 	

Premises
	 	Section 1.2	 	Lease Term
	 	Section 1.3	 	Base Rent
	 	Section 1.4	 	Additional Rent
	 	Section 1.5	 	Security Deposit
	 	Section 1.6	 	Permitted Use
	 	Section 1.7	 	Addresses for Notice
	 	Section 1.8	 	Brokers
	 	Section 1.9	 	Guarantor
	 	Section 1.10	 	Tenant Improvement Allowance
	 	Section 1.11	 	Exhibits
	
Article 2    Real Property, Building and Premises
	 	
 Section 2.1	
 	

Lease of Premises
	 	Section 2.2	 	Appurtenant Rights
	 	Section 2.3	 	Landlord's Reservation of Rights
	 	Section 2.4	 	Preparation of Premises; Acceptance
	 	Section 2.5	 	Rentable Area and Usable Area
	
Article 3    First offer Right
	 	
 Section 3.1	
 	

Landlord's First offer Notice to Tenant
	 	Section 3.2	 	Terms of Lease
	 	Section 3.3	 	Non-applicability
	
Article 4    Lease Term
	 	
 Section 4.1	
 	

Lease Term
	 	Section 4.2	 	Confirmation of Lease Information
	 	Section 4.3	 	Lease Year
	 	Section 4.4	 	Delay in Scheduled Commencement Date
	 	Section 4.5	 	Option to Extend Term
	
Article 5    Base Rent
	 	
 Section 5.1	
 	

Definition of Base Rent
	 	Section 5.2	 	Initial Payment; Proration
	 	Section 5.3	 	Application of Payments
	
Article 6    Additional Rent
	 	
 Section 6.1	
 	

Additional Rent; Rent
	 	Section 6.2	 	Operating Expenses
	 	Section 6.3	 	Tax Expenses
	 	Section 6.4	 	Calculation and Payment of Additional Rent
	 	Section 6.5	 	Allocation of Direct Expenses
	 	Section 6.6	 	Taxes and Other Charges for Which Tenant is Directly Responsible
	 	Section 6.7	 	Landlord's Books and Records; Tenant's Audit Rights
	 	 	 








 

	
Article 7    Security Deposit
	 	
 Section 7.1	
 	

Delivery of Letter of Credit
	 	Section 7.2	 	Replacement Letter of Credit
	 	Section 7.3	 	Landlord's Right to Draw on Letter of Credit
	 	Section 7.4	 	Letter of Credit Security Deposit
	 	Section 7.5	 	Landlord's Transfer of Letter of Credit
	 	Section 7.6	 	Assignment or Encumbrance of Letter of Credit
	 	Section 7.7	 	Restoration of Letter of Credit and Security Deposit
	 	Section 7.8	 	Reduction in Letter of Credit Amount
	 	Section 7.9	 	Interest on Security Deposit
	 	Section 7.10	 	Return of Security Deposit
	
Article 8    Use
	 	
 Section 8.1	
 	

Permitted Use
	 	Section 8.2	 	Rules and Regulations
	 	Section 8.3	 	Additional Restrictions on Use
	
Article 9    Compliance with Laws
	 	
 Section 9.1	
 	

Definition of "Laws and Orders"
	 	Section 9.2	 	Repairs, Replacements, Alterations and Improvements
	 	Section 9.3	 	Collateral Estoppel
	
Article 10    Hazardous Material
	 	
 Section 10.1	
 	

Use of Hazardous Material
	 	Section 10.2	 	Warranties; Notice of Release or Investigation
	 	Section 10.3	 	Indemnification
	 	Section 10.4	 	Remediation Obligations
	 	Section 10.5	 	Definition of "Hazardous Material"
	
Article 11    Utilities and Services
	 	
 Section 11.1	
 	

Standard Tenant Utilities and Services
	 	Section 11.2	 	Overstandard Tenant Use
	 	Section 11.3	 	Interruption of Utilities
	 	Section 11.4	 	Utility Providers
	
Article 12    Repairs and Maintenance
	 	
 Section 12.1	
 	

Tenant's Repair and Maintenance Obligations
	 	Section 12.2	 	Landlord's Repair and Maintenance Obligations
	 	 	 



ii







 

	
Article 13    Alterations and Additions
	 	
 Section 13.1	
 	

Landlord's Consent to Alterations
	 	Section 13.2	 	Compliance of Alterations with Laws and Insurance Requirements
	 	Section 13.3	 	Manner of Construction
	 	Section 13.4	 	Payment for Alterations
	 	Section 13.5	 	Construction Insurance
	 	Section 13.6	 	Ownership of Alterations
	 	Section 13.7	 	Initial Improvements
	
Article 14    Covenant Against Liens
	
Article 15    Indemnification and Insurance
	 	
 Section 15.1	
 	

Definition of "Tenant Parties" and "Landlord's Parties"
	 	Section 15.2	 	Indemnification
	 	Section 15.3	 	Compliance with Insurer Requirements
	 	Section 15.4	 	Tenant's Liability Coverage
	 	Section 15.5	 	Tenant's Workers' Compensation and Employer Liability Coverage
	 	Section 15.6	 	Tenant's Property Insurance
	 	Section 15.7	 	Business Income and Extra Expense Coverage
	 	Section 18.5	 	Other Tenant Insurance Coverage
	 	Section 15.9	 	Form of Policies and Additional Requirements
	 	Section 15.10	 	Waiver of Subrogation
	 	Section 15.11	 	Exculpation
	 	Section 15.12	 	Landlord's Property Insurance
	
Article 16    Damage and Destruction
	 	
 Section 16.1	
 	

Repair of Damage by Landlord
	 	Section 16.2	 	Landlord's Notice
	 	Section 16.3	 	Landlord's Option to Terminate or Repair
	 	Section 16.4	 	Tenant's Option to Terminate
	 	Section 16.5	 	Rent Abatement Due to Casualty
	 	Section 16.6	 	Damage Near End of Term
	 	Section 16.7	 	Effective Date of Termination; Rent Apportionment
	
Article 17    Condemnation
	 	
 Section 17.1	
 	

Definition of "Condemnation"
	 	Section 17.2	 	Notice of Condemnation
	 	Section 17.3	 	Termination of Lease
	 	Section 17.4	 	Effect of Condemnation if Lease is Not Terminated
	 	Section 17.5	 	Allocation of Award
	 	 	 





iii







 

	
Article 18    Assignment and Subleasing
	 	
 Section 18.1	
 	

Restricted Transfers
	 	Section 18.2	 	Transfer Procedure
	 	Section 18.3	 	Landlord's Consent
	 	Section 18.4	 	Transfer Premium
	 	Section 18.5	 	Landlord's Option to Recapture Space
	 	Section 18.6	 	Right to Collect Rent
	 	Section 18.7	 	Transfers of Ownership Interests and Other Organizational Changes
	 	Section 18.8	 	Restrictions on Marketing the Space
	
Article 19    Surrender of Premises
	 	Section 19.1	 	Surrender of Premises
	 	Section 19.2	 	Removal of Tenant Property by Tenant
	
Article 20    Holding Over
	 	
 Section 20.1	
 	

Holdover Rent
	 	Section 20.2	 	No Consent or Waiver Implied
	
Article 21    Estoppel Certificates
	 	Section 21.1	 	Tenant's Obligation to Provide Estoppel Certificates
	 	Section 21.2	 	Additional Requested Documents or Instruments
	 	Section 21.3	 	Failure to Deliver
	
Article 22    Subordination, Non-disturbance and Attornment
	 	
 Section 22.1	
 	

Automatic Subordination
	 	Section 22.2	 	Subordination Agreement
	 	Section 22.3	 	Attornment
	
Article 23    Defaults and Remedies
	 	
 Section 23.1	
 	

Tenant's Default
	 	Section 23.2	 	Landlord's Remedies on Tenant's Default
	 	Section 23.3	 	Form of Payment after Default
	 	Section 23.4	 	Acceptance of Rent without Waiving Rights
	 	Section 23.5	 	Tenant's Remedies on Landlord's Default
	 	Section 23.6	 	Notice of Default; Right to Cure
	
Article 24    Landlord's Right to Perform Tenant's Obligations
	 	
 Section 24.1	
 	

Landlord's Right to Perform Tenant's Obligations
	 	Section 24.2	 	Reimbursement by Tenant
	
Article 25    Late Payments
	 	
 Section 25.1	
 	

Late Charges
	 	Section 25.2	 	Interest
	 	 	 



iv







 

	
Article 26    Non-waiver
	 	
 Section 26.1	
 	

Non-waiver
	 	Section 26.2	 	Acceptance and Application of Payment; Not Accord and Satisfaction
	
Article 27    Attorney Fees and Costs
	
Article 28    Landlord's Access to Premises
	 	
 Section 28.1	
 	

Landlord's Access to Premises
	 	Section 28.2	 	Tenant's Waiver
	 	Section 28.3	 	Method of Entry
	
Article 29    Signs
	 	
 Section 29.1	
 	

Building Name; Landlord's Signage Rights
	 	Section 29.2	 	Tenant's Signage Rights within Building
	
Article 30    Miscellaneous
	 	
 Section 30.1	
 	

Captions
	 	Section 30.2	 	Word Usage
	 	Section 30.3	 	Counting Days
	 	Section 30.4	 	Entire Agreement; Amendments
	 	Section 30.5	 	Exhibits
	 	Section 30.6	 	Reasonableness and Good Faith
	 	Section 30.7	 	Partial Invalidity
	 	Section 30.8	 	Binding Effect
	 	Section 30.9	 	Independent Covenants
	 	Section 30.10	 	Governing Law
	 	Section 30.11	 	Notices
	 	Section 30.12	 	Force Majeure
	 	Section 30.13	 	Time of the Essence
	 	Section 30.14	 	Modifications Required by Landlord's Lender
	 	Section 30.15	 	Recording; Memorandum of Lease
	 	Section 30.16	 	Liability of Landlord
	 	Section 30.17	 	Transfer of Landlord's Interest
	 	Section 30.18	 	Joint and Several Obligations of Tenant
	 	Section 30.19	 	Submission of Lease
	 	Section 30.20	 	Legal Authority
	 	Section 30.21	 	Right to Lease
	 	Section 30.22	 	Brokers
	 	
 Exhibit A	
 	

Lease Plan
	 	Exhibit B	 	Site Plan
	 	Exhibit C	 	Tenant Work Letter
	 	Exhibit D	 	Janitorial Schedule
	 	Exhibit E	 	Rules and Regulations
	 	Exhibit F	 	Intentionally deleted




v









 
 

OFFICE LEASE    
    


        THIS LEASE, made as of this 1st day of December, 2000, by and between North Tewksbury Commons, L.L.C., a
Massachusetts limited liability company, hereinafter referred to as "Landlord" and Network Appliance, Inc., a California corporation, hereinafter
referred to as "Tenant". 



        IN
CONSIDERATION of the rent to be paid and the covenants to be performed by Tenant, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, certain premises in
Landlord's Office Building, upon the terms and conditions hereinafter contained. 


 
 

ARTICLE 1
  SUMMARY OF BASIC LEASE INFORMATION    
    


        Each reference in this Lease to any provision in this Summary shall be construed to incorporate all the terms provided under that provision of the Summary. In the
event of any conflict between a provision in this Summary and a provision in the balance of the Lease, the latter shall control The basic terms of this Lease are: 


        Section 1.1    Premises.    (Article 2) 



	(a)
	Building:
The Apple Hill III Office Building situated at 30 International Place in the Town of Tewksbury, Massachusetts.



	(b)
	Premises:
Approximately 36,368 Rentable Square Feet of space located on the first and second floors of the Building as outlined in Exhibit A, known as Suites 100 and 200. 




        Section 1.2 Lease Term.    (Article 4) 



	(a)
	Lease
Term (Section 4.1): Ten (10) years plus the partial month, if any, commencing on the Lease Commencement Date.



	(b)
	Lease
Commencement Date (Section 4.1): The earlier of (a) the date on which Tenant takes possession of and occupies all or any portion of the Premises for the conduct of
Tenant's business therein (other than in connection with the installation of Tenant's equipment, furniture or fixtures pursuant to Section 6.6 of the Tenant Work Letter), or (b) the date
of Substantial Completion (as that term is defined in Section 5.1 of the Tenant Work better but subject to acceleration due to Tenant Delay as defined in Section 5.4 of the Tenant Work
better) of the Tenant Improvements by Landlord. The Term "Tenant Improvements" as used in this Lease is defined in Section 2.1 of the Tenant Work Letter. Landlord shall use its best efforts to
Substantially Complete construction of the Tenant Improvements by February 15, 2001 (the "Scheduled Commencement Date").



	(c)
	Lease
Expiration Date (Section 4.1): The last day of the month in which the tenth anniversary of the Lease Commencement Date occurs 




        Section 1.3    Base Rent    (Article 5). 



	(a)
	Lease
Years 1 through 3, the sum of $981,936.00 annually, payable in equal monthly installments of $81,828.00



	(b)
	Lease
Years 4 and 5, the sum of $1,036,488.00 annually, payable in equal monthly installments of $86,374.00



	(c)
	Lease
Years 6 through 8, the sum of $1,109,224.00 annually, payable in equal monthly installments of $92,435.33



	(b)
	Lease
Years 9 and 10, the sum of $1,145,592.00 annually, payable in equal monthly installments of $95,466.00 






        Section 1.4    Additional Rent    (Article 6). 



	(a)
	Base
Year: The calendar year 2001. 








 



	(b)
	Expense
Year: Each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires.



	(c)
	Tenant's
Share: Sixty-five percent (65%) 




        Section 1.5    Security Deposit    (Section 7.1): $163,656 


        Section 1.6    Permitted Use    (Section 8,1): General Office Use 



        Section 1.7    Addresses for Notices:    (subsection 30.11.3) 



	(a)
	Landlord's
address: 





c/o
The CW Companies, Inc.

600 Unicorn Park Drive

Woburn, Massachusetts 01801 


Fax:
(781) 932-3092 



	(b)
	Tenant's
address:



	(i)
	Prior
to Lease Commencement Date: 







495
East Java Drive

Sunnyvale, California 94089

Telephone: (480) 822-6000 



	(ii)
	After
Lease Commencement Date: 







30
International Place, Suite 100

Tewksbury, Massachusetts 01876

Telephone: (978) 




	
(c)
	Address
 of Landlord's lender:            [Address; fax numbed]



	(d)
	Tenant's
Tax Identification Number:



	(e)
	Landlord's
Tax Identification Number: 04-3401688 






        Section 1.8    Brokers    (Section 30.22): 



	Landlord' Broker:	 	Mark R. Reardon

Cushman & Wakefield of Massachusetts, Inc.

125 Summer Street, Suite 1500

Boston, Massachusetts 02110-1616
	

 	
 	

Telephone: (617) 330-6966

Fax: (617) 330-9499
	

Tenant's Broker:	
 	

 
	 	 	Cawley International/McCall & Almy, Inc.

One Post Office Square, Suite 3740

Boston, Massachusetts 02109
	

 	
 	

Telephone: (617) 542-4141

Fax: (617) 542-4499






        Section 1.9    Guarantor.    None 


2







 



        Section 1.10    Tenant Improvement Allowance    (Section 2.1 of Tenant Work
Letter)

$727,360.00 based upon $20.00 per Rentable Square Foot of the Premises 


        Section 1.11    Exhibits.    The Exhibits and Addenda, if any, listed in this Section
are incorporated herein by reference and are a part of this Lease: 



	Exhibit A	 	Lease Plan
	Exhibit B	 	Site Plan
	Exhibit C	 	Tenant Work Letter
	Exhibit D	 	Rules and Regulations
	Exhibit E	 	Janitorial Schedule
	Exhibit F	 	Intentionally deleted





 
 

ARTICLE 2
  REAL PROPERTY, BUILDING AND PREMISES    
    


        Section 2.1    Lease of Premises.    Landlord leases to Tenant and Tenant leases from
Landlord the Premises described in Section 1.1(b) which are located in the Building described in Section 1.1(a). The outline of the Premises is set forth in Exhibit A. The
Building, the areas servicing-the Building (including any adjacent parking area), and the land on which the Building and those areas are located (as shown on the Site Plan attached to this
Lease as Exhibit B) are sometimes collectively referred to as the "Real Property". Tenant acknowledges that Landlord has made no representation or warranty regarding the condition of the Real
Property except as specifically stated in this Lease. 


        Section 2.2    Appurtenant Rights.    Tenant is granted the right at all times during
the Lease Term to the nonexclusive use of the main lobby of the Building, common corridors and hallways, stairwells, elevators, restrooms, and other public or common areas located on the Real Property
including, but not limited to, driveways, sidewalks, parking areas and access roads. Landlord, however, has the sole discretion to determine the manner in which those public and common areas are
maintained and operated, and the use of those areas shall be subject to the Rules and Regulations, defined in Section 8.2. 


        Section 2.3    Landlord's Reservation of Rights.    The following rights are reserved
to Landlord: 



	(a)
	The
right to all of the Building, except for the space within the Premises;



	(b)
	The
right to change all elements of the Real Property except for the space within the Premises and except as otherwise provided in this Lease; and;



	(c)
	The
rights reserved to Landlord by provisions of this Lease or by operation of law; 




        Any
changes that Landlord makes to the Real Property as permitted by this Section 2.3 must be carried out in a manner that will not unreasonably interfere with Tenant's use of the
Premises 


        Section 2.4    Preparation of Premises.    The rights and obligations of the parties
regarding the construction of the Premises before the commencement of the Lease Term are stated in the Tenant Work Better attached to this Lease as Exhibit C. If this Lease conflicts with the
Tenant Work Letter, the provisions of the Tenant Work Better shall prevail. 


        Section 2.5    Rentable Area and Usable Area.    



        2.5.1    Standard of Calculation.    For purposes of this Lease (a) "Useable Area" shall be calculated pursuant
to the Standard Method For Measuring Floor Area in Office Buildings (ANSI/BOMA Z65.1, 1996); and "Useable Square Feet" and "Useable Footage" shall have the same meaning as the term "Useable Area",
(b) "Rentable Area" shall be calculated by multiplying the Useable Area by 1.18, the 


3







 



agreed
upon R/U Ratio. "Rentable Square Feet" and "Rentable Footage" shall have the same meaning as "Rentable Area". 



        2.5.2    Verification of Usable Area of Premise.    The Usable Area of the Premises is subject to verification from
time to time by Landlord's architect. Tenant's architect may consult with Landlord's architect regarding that verification but the determination of Landlord's architect shall be conclusive and binding
on the parties. If Landlord's architect determines that the Rentable Area of the Premises calculated in the manner set forth in Section 2.5.1 is different from the Rentable Square Feet stated
Section 1.1(b), all Rent that is based on that incorrect amount shall be modified in accordance with that determination. If that determination is made, it shall be confirmed in writing by
Landlord to Tenant. 


 
 

ARTICLE 3
  FIRST OFFER RIGHT    
    


        Section 3.1    Landlord's First Offer Notice to Tenant.    Landlord shall provide
Tenant with written notice ("First Offer Notice") from time to time when Landlord determines that space ("First Offer Space[s]") becomes available in the Building for lease to
third parties. Such First Offer Notice shall (a) identify the First Offer Space(s) that will be available and (b) state the projected delivery date. If Tenant wishes to exercise its
First Offer Right with respect to such space, Tenant shall, within ten (10) business days after delivery of the First Offer Notice, deliver notice to Landlord of Tenant's intention to exercise
its First Offer Right with respect to such First Offer Space(s). If Tenant does not exercise its First Offer Right within said ten (10) day period, the First Offer Right shall terminate for
such First Offer Space(s) and Landlord shall thereafter be free to lease that First Offer Space(s) to anyone, at any time thereafter, and upon any terms without any obligation to provide Tenant with a
further right to lease such space. 


        The
First Offer Right shall be personal to the originally-named Tenant and any assignee of the Lease which is an affiliate of such Tenant, purchases a majority or controlling interest in
the ownership or assets of such Tenant or has merged or consolidated with such Tenant and not by any other assignee, sublessee, or other transferee of Tenant's interest in the Lease. 


        Tenant
shall not have the right to lease any such First Offer Space if (i) Tenant is in default under the Lease at the time set forth herein for exercise beyond any applicable
notice and cure period, (ii) at the time set forth herein for exercise, Tenant is not occupying the entire Premises for the Permitted Use, or (iii) if, at the time set forth for delivery
of the First Offer Space, less than three (3) full Lease Years remain in the Lease Term (unless Tenant, simultaneously with the exercise of its First Offer Right, exercises an existing option
which would extend the Lease Term for an additional period of five [5] lease years). If less than three (3) full Lease Years remain in the Lease Term, Landlord shall
provide Tenant simultaneously with the First Offer Notice an Option Rent Notice as provided in Section 4.5.3.2. If Tenant wishes to contest the Option Rent in the Option Rent Notice, Tenant
shall, at the time of delivery of notice to Landlord of Tenant's intention to exercise its First Offer Right with respect to such First Offer Space, deliver to Landlord an objection to Option Rent as
set forth in Section 4.5.3.4 and thereafter the parties will follow the procedures described in Section 4.5.3.4.1. If Tenant does not deliver an Objection to Option Rent, the Option Rent
shall be as set forth in the Option Rent Notice. 


        Section 3.2    Terms of Lease.    If Tenant exercises the First Offer Right in a timely
and valid manner, then Landlord shall deliver the First Offer Space to Tenant on the delivery date set forth in Landlord's notice and Tenant shall accept such space in its as-is condition
as of the delivery date. Landlord shall not be liable to Tenant or otherwise be in default if Landlord is unable to deliver the First Offer Space to Tenant on the projected delivery date due to the
failure of any other tenant to vacate and surrender the First Offer Space to Landlord in a timely manner. If Tenant exercises its First 


4







 



Offer
Right in a timely and valid manner, then Landlord and Tenant agree to enter into an amendment to this Lease providing that, as of the delivery date (and continuing for the balance of the Lease
Term), the First Offer Space shall be incorporated into and be a part of the Premises. Tenant's lease of the First Offer Space shall be on the same terms and conditions as apply, from time to time, to
the original Premises except that (a) the terms of Exhibit C (with the exception of Section 2.4 and Schedule 1) shall not be applicable to the First offer Space,
(b) any improvements alterations, additions or changes to the First Offer Space shall be made in accordance with Article 13 of the Lease (and Section 2.4 and Schedule 1 of
Exhibit C), (c) there shall be no Tenant Improvement Allowance payable by Landlord to Tenant relating to the First Offer Space, and (d) the Base Rent for the First Offer Space
shall be greater of (i) the Fair Market Rental Value of the First Offer Space determined in accordance with the provisions of Section 4.5.2.1  et.seq. of this Lease, or (ii) an amount
determined by multiplying the Rentable Area of the First Offer Space by the rental rate per Rentable
Square Foot then applicable to the original Premises as of the delivery date. The Base Rent applicable to the First Offer Space as so determined shall increase by the same amount (on a Rentable Square
Foot Basis) and at the same time as Base Rent for the original Premises. 


        Section 3.3    Non-applicability.    Notwithstanding the foregoing, any
First Offer Space shall not be deemed to have become available if Landlord enters into a new lease, a lease amendment or lease extension with the tenant of any such space. 


 
 

ARTICLE 4
  LEASE TERM    
    


        Section 4.1    Lease Term.    The provisions of this Lease shall be effective as of the
date hereof except that Tenant shall not be required to pay Base Rent or Tenant's Share of Direct Expenses prior to the Lease Commencement Date. The Lease Term shall be the period stated
Section 1.2(a). The Lease Term shall commence on the Lease Commencement Date stated in Section 1.2(b) and shall expire on the Lease Expiration Date stated in Section 1.2(c) unless
sooner terminated as provided in this Lease. 


        Section 4.2    Confirmation of Lease Information.    When the Lease Commencement Date
has been determined, Landlord and Tenant shall execute and acknowledge a written statement in recordable form specifying the Lease Commencement Date and the Lease Termination Date. 


        Section 4.3    Lease Year.    For purposes of this Lease, the term "Lease Year" means
each consecutive twelve (12) month period during the Lease Term. In the event that the Lease Commencement Date is other than the first day of a calendar month, the first Lease Year shall
commence on the Lease Commencement Date and end on the last day of the twelfth full calendar month thereafter. The second and each succeeding Lease Year shall commence on the first day of the next
calendar month. The last Lease Year ends on the Lease Expiration Date or earlier date of termination. 


        Section 4.4    Delay in Scheduled Commencement Date.    If Landlord is unable to
deliver possession of the Premises to Tenant with the Tenant Improvements Substantially Complete on or before the Scheduled Commencement Date as the result of fire or other casualty, acts of God,
labor difficulties, scarcity of or the inability to obtain labor or materials, or any other causes beyond Landlord's reasonable control ("Excused Delay"), the Scheduled Commencement Date shall be
extended for a period equal to the total of the duration of each such delay. If Landlord is unable to deliver possession of the Premises to Tenant with the Tenant Improvements Substantially Complete
on or before the Scheduled Commencement Date, as the same may be extended pursuant to this Section 4.4, Landlord shall not be subject to any liability for its failure to do so. This failure
shall not affect the validity of this Lease or the obligations of Tenant under it, but the Lease Commencement Date shall be determined in accordance with the provisions of Section 1.2(b). 


5







 



        4.4.1    Tenant's Termination Notice.    If the Lease Commencement Date shall not occur within
seventy-five (75) days following the Scheduled Commencement Date as the same may be extended as the result of Excused Delays as described in Section 4.4 or pursuant to
Section 4.4.2 hereof ("Outside Date"), Tenant's sole remedy shall be to terminate this Lease, effective on Landlord's receipt of written notice of termination from Tenant. Tenant's termination
notice must be delivered by Tenant to Landlord, if at all, no earlier than the Outside Date and no later than five (5) business days after the Outside Date. Landlord shall have the right to
suspend Tenant's termination for a period of fifteen (15) days following the Outside Date by delivering to Tenant, within five (5) business days after the Outside Date, a certificate of
the general contractor or Construction manager in charge of construction certifying that it is that contractor's best good-faith judgment that Substantial Completion of the Tenant
Improvements will occur within fifteen (15) days after the Outside Date. If Landlord provides this certificate and Substantial Completion of the Tenant Improvements within that fifteen
(15) day suspension period, Tenant's termination notice shall be of no further force or effect. If, however, Substantial Completion of the Tenant Improvements does not occur within that fifteen
(15) day suspension period, this Lease shall terminate as of the date of expiration of the fifteen (15) day period. 



        Section 4.5    Option to Extend Term.    Landlord grants to Tenant the option to extend
the Lease Term ("Extension Option") for one period of five (5) Lease Years (Option Term), subject to the conditions described in this Section 4.5. Tenant shall have no other right to
extend the term beyond the Option Term. 


        4.5.1.    Conditions of Option.    The Extension Option shall be subject to the following conditions: 



	(a)
	The
Extension Option may be exercised only by written notice delivered by Tenant to Landlord as provided in this Section 4.5 and only if, as of the date of delivery of the
notice, Tenant is not in default in the performance of any material term or condition of this Lease beyond the expiration of any applicable cure periods.



	(b)
	The
rights contained in this Section 4.5.1 shall be personal to and may be exercised only by the originally named Tenant (and any Transferee occupying the Premises pursuant to
a Permitted Transfer described in Section 18.7.2 and not any other assignee, sublessee, or other Transferee of Tenant's interest in this Lease) and only if at least seventy-five
percent (75%) of the Premises is being occupied as of the date the Extension Option is exercised.



	(c)
	If
Tenant properly exercises the Extension Option and is not in default in the performance of any material term or condition of this Lease beyond the expiration of any applicable cure
period the Lease Term, at the end of the initial Lease Term, then the Lease Term shall be extended for the Option Term upon all of the terms and conditions set forth in this Lease except
(i) Tenant shall have no further right to extend the Lease Term, and (ii) the Rent payable by Tenant for the Option Term shall be determined in the manner set forth in
Section 4.5.2 hereof. 



6













  




        4.5.2.    Option Rent.    The Rent payable by Tenant during the Option Term ("Option Rent") shall be equal to the Fair
Market Rental Value of the Premises as of the commencement of the Option Term but shall not be less than the Base Rent and Tenant's share of Direct Expenses payable by Tenant immediately before the
Option Term. Notwithstanding the foregoing the, annual Base Rent component of Rent payable during for the Option Term determined in accordance with this Section 4.5 shall be increased beginning
with the third Lease Year of the Option Term by multiplying the Base Rent payable during the second Lease Year of the Option Term by one hundred ten percent (110%). The annual Base Rent as increased
in accordance with the preceding sentence shall be the annual Base Rent for the last three Lease Years of the Option Term. 


        4.5.2.1    Fair Market Rental Value.    For purposes of this Section 4.5, Fair Market Rental Value of the
Premises shall be the rental rate, determined in accordance with Section 4.5.2, at which a sophisticated private sector tenant, in an arm's length transaction, would lease comparable space as
of the commencement of the Option Term. For this purpose, "comparable space" shall be office space that is: (a) not subleased, (b) not subject to another tenant's expansion rights,
(c) not leased to a tenant that holds an ownership interest in the landlord, (d) not leased to a tenant under a renewal or an extension of a lease, (e) comparable in size,
location, and quality to the Premises, (f) leased for a term comparable to the Option Term, and (g) located in office buildings in the Greater Boston Metropolitan Area which are
comparable in age, size, location, quality of construction, services and amenities ("Comparable Buildings"). 



        4.5.2.2.    Rental Rate of Comparable Space.    In determining the rental rate of comparable space, the parties shall
take into consideration all escalations and concessions as may then be customary in the market including: (a) rental abatement concessions, (b) tenant improvements or allowances provided
or to be provided for the comparable space, and Operating Expense and Tax Expense pass-throughs corresponding to those contained in this Lease and (c) the presence or absence of
brokerage commissions due with respect to the transaction.. 



        4.5.3.    Exercise of Option.    The Extension Option must be exercised by Tenant, if at all, only at the time and in
the manner provided in this subsection 4.5.3. 


        4.5.3.1. Interest Notice.    If Tenant wishes to exercise the Extension Option, Tenant shall deliver written notice (Interest
Notice) to Landlord no less than twelve (12) months before the expiration of the initial Lease Term. 


        4.5.3.2.    Option Rent Notice.    After receipt of Tenant's Interest Notice, Landlord shall deliver notice (Option
Rent Notice) to Tenant no less than ten (10) months before the expiration of the initial Lease Term, stating the Option Rent, based on Landlord's determination of the Fair Market Rental Value
of the Premises as of the commencement date of the Option Term. 


        4.5.3.3.    Exercise Notice.    If Tenant wishes to exercise the Extension Option, Tenant must, on or before the
earlier of (a) the date occurring nine (9) months before the expiration of the initial Lease Term or (b) the date occurring thirty (30) days after Tenant's receipt of the
Option Rent Notice, exercise the Extension Option by delivering written notice (Exercise Notice) to Landlord. 



        4.5.3.4.    Objection to Option Rent.    If the Option Rent stated in the Option Rent Notice exceeds the Base Rent
payable by Tenant during the last Lease Year of initial Lease Term, Tenant may contest the Option Rent stated in the Option Rent Notice by providing, with the Exercise Notice, written notice to
Landlord that Tenant objects to the stated Option Rent. If Tenant provides such written objection, the parties shall follow the procedure described in Section 4.5.3.4.1. 


        4.5.3.4.1    Arbitration.    Tenant shall deliver to Landlord with the Exercise Notice and Tenant's written notice of
objection the name of a real estate broker who has had at least ten (10) years of experience as a licensed real estate broker for the leasing of office space in Greater Boston 


7







 



Metropolitan
Area. Within ten (10) days after the receipt of such notice, Landlord shall provide Tenant in writing with the name of a real estate broker who meets the same criteria. Within
fifteen (15) days thereafter the two brokers shall together appoint a third broker who meets the same criteria and within and additional fifteen (15) days the three brokers shall jointly
determine the Fair Market Rental Value of the Premises using the criteria set forth in Sections 4.5.2.1 and 4.5.2.2. If the three brokers cannot agree, the determination of the broker who is the mean
of the two extremes shall be binding and conclusive. In no event shall the Fair Market Rental Value of the Premises as determined by the broker(s) be less than the Base Rent and Tenant's share of
Direct Expenses payable by Tenant immediately before the Option Term. The decision of the broker(s) shall be binding on both Landlord and Tenant. Each party shall pay all costs, fees and expenses of
the broker they select and the parties shall share equally the costs fees and expenses of the third broker. 



        4.5.3.5.    Failure To Deliver Timely Notice.    If Tenant fails to deliver a timely Interest Notice or Exercise
Notice, Tenant shall be considered to have elected not to exercise the Extension Option. 


        4.5.4.    Amendment to Lease.    If Tenant timely exercises its Extension Option, Landlord and Tenant shall, within
fifteen (15) days after the Option Rent is determined under Section 4.5.2, execute an amendment to this Lease extending the Lease Term on the terms and conditions set forth in this
Section 4.5. 


 
 

ARTICLE 5
  BASE RENT    
    


        Section 5.1    Definition of Base Rent.    Tenant shall pay to Landlord Base Rent in
equal monthly installments in the amount forth in Section 1.3, in advance on or before the first day of every calendar month during the Lease Term, without notice, demand, setoff or deduction.
Payment shall be made at Landlord's address set forth in Section 1.7 (a) or at any other place that Landlord may from time to time designate in writing. Payment must be in United States
dollars, either in the form of a check or via electronically transmitted funds. 


        Section 5.2    Initial Payment; Proration.    The Base Rent for the first full calendar
month of the Lease Term shall be paid when Tenant executes this Lease. If any payment date (including the Lease Commencement Date) for "Rent", as defined in Section 6.1, falls on a day other
than the first day of that calendar month, or if any Rent payment is for a period shorter than one calendar month, the Rent for that fractional calendar month shall accrue on a daily basis for each
day of that fractional month at a daily rate equal to 1/365 of the total annual Rent. All other payments or adjustments that are required to be made under the terms of this Lease and that require
proration on a time basis shall be prorated on the same basis. 


        Section 5.3    Application of Payments.    All payments received by Landlord from
Tenant shall be applied to the oldest payment obligation owed by Tenant to Landlord. No designation by Tenant, either in a separate writing or on a check or money order by way of endorsement or
otherwise, shall modify this clause or have any force or effect. 


 
 

ARTICLE 6
  ADDITIONAL RENT    
    


        Section 6.1    Additional Rent; Rent.    In addition to paying the Base Rent specified
in Article 5, Tenant shall pay as additional rent Tenant's Share of the annual Direct Expenses (meaning the Operating Expenses plus the Tax Expenses as those terms are hereinafter defined) that
are in excess of the amount of Direct Expenses applicable to the Base Year. That additional rent, together with other amounts of any kind (other than Base Rent) payable by Tenant to Landlord under the
terms of this Lease, shall be collectively referred to in this Lease as "Additional Rent". Base Rent and Additional 


8







 

Rent
are collectively referred to in this Lease as "Rent". Tenant's obligations to pay the Additional Rent provided for in this Article 6 survive the expiration of the Lease Term. 



        Section 6.2.    Operating Expenses.    "Operating Expenses" means all reasonable,
actual and necessary expenses, costs, and amounts of every kind that Landlord pays or incurs during any Expense Year (except that Landlord may use its normal accrual method of accounting) because of
or in connection with the ownership, operation, management, maintenance, repair, replacement, or restoration of the Real Property as determined under generally accepted accounting principles,
consistently applied, including, without limitation, any amounts paid or incurred for: 



	(a)
	The
cost of electricity, water and sewage, gas, fuel, telephone and other utility charges not billable to tenants;



	(b)
	The
cost of operating, managing, maintaining, and repairing the heating, ventilating, air-conditioning, electrical, plumbing, sanitary, storm drainage, elevator and other
utility and mechanical systems including the cost of supplies and tools and of equipment, maintenance and service contracts in connection with those systems;



	(c)
	The
cost of services (including all outside maintenance contractors) performed and supplies, materials, tools and equipment used in operating, managing, maintaining, repairing or
restoring the Real Property;



	(d)
	The
cost of licenses, certificates, permits and inspections;



	(e)
	The
cost of contesting the validity or applicability of any government enactments that may affect the Operating Expenses;



	(f)
	The
cost of insurance carried by Landlord, in amounts reasonably determined by Landlord;



	(g)
	Fees,
charges and other costs including management fees (not to exceed five percent [5%] of the gross revenues of the Real Property), consulting fees, legal
fees and accounting fees of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the operation, management, maintenance and repair of the Real Property;



	(h)
	The
cost of parking area maintenance, repair and restoration, including resurfacing, replacement, repainting, restriping, snow plowing and removal, landscaping and cleaning;



	(i)
	Wages,
salaries, and other compensation and benefits of all persons engaged in the operation, repair, management, maintenance, or security of the Real Property plus employer's Social
Security taxes, unemployment taxes, insurance, and any other taxes that may be levied on those wages, salaries, and other compensation and benefits. If any of Landlord's employees provides services
for more than one building of Landlord, only the prorated portion of those employees' wages, salaries, other compensation and benefits, and taxes reflecting the percentage of their working time
devoted to the Real Property shall be included in Operating Expenses.



	(j)
	Payments
under any easement, license, operating agreement, declaration, restrictive covenant, or instrument relating to the sharing of costs by the Building;



	(k)
	The
cost of acquiring or renting personal property used in the maintenance, repair, and operation of the Building and Real Property;



	(l)
	The
cost of capital improvements or other costs incurred in connection with the Real Property that (i) are intended as a labor-saving device or to effect other economies in the
maintenance or operation of all or part of the Real Property or (ii) are required under any government law or regulation but that were not required in connection with the Real Property when
permits for the construction of the Building were obtained. 



9







 



	(m)
	The
cost of replacement of any exterior window treatment provided by Landlord and any carpeting in the common areas. 




        6.2.1    Adjustment of Operating Expenses.    Operating Expenses shall be adjusted as follows: 


        6.2.1.1    Gross-Up Adjustment When Building Is Bess Than Fully Occupied.    If the occupancy of the
Building during any part of any Expense Year (including the Base Year) is less than ninety-five percent (95%), Landlord shall make an appropriate adjustment of the variable components of
Operating Expenses for that Expense Year, as reasonably determined by Landlord using sound accounting and management principles, to determine the amount of Operating Expenses that would have been
incurred had the Building been ninety-five percent (95%) occupied. This amount shall be considered to have been the amount of Operating Expenses for that Expense Year. For purposes of this
subsection 6.2.1.1, "variable components" include only those component expenses that are affected by variations in occupancy levels. In adjusting the variable components of Operating Expenses to
reflect ninety-five percent (95%) occupancy of the Building, Landlord shall fairly allocate variable Operating Expenses so that: 



	(a)
	Landlord
does not make a profit from that adjustment; and



	(b)
	the
Operating Expenses are no greater than the amount that would have been paid or incurred had the Building been one hundred percent (100%) occupied. 




        6.2.1.3    Adjustment for Cost Savings.    Intentionally deleted


        6.2.1.2    Adjustment When Landlord Does Not Furnish a Service to All Tenants.    If, during any part of any Expense
Year (including the Base Year), Landlord is not furnishing a particular service or work (the cost of which, if furnished by Landlord, would be included in Operating Expenses) to a tenant (other than
Tenant) that has undertaken to perform such service or work in lieu of receiving it from Landlord, Operating Expenses for that Expense Year shall be considered to be increased by an amount equal to
the additional Operating Expenses that Landlord would reasonably have incurred during this period if Landlord had furnished such service or work. 


        6.2.2    Exclusions From Operating Expenses.    Operating Expenses shall not include: 



	(a)
	Interest,
amortization, depreciation, attorney fees, costs of environmental investigations or reports, points, fees, and other lender costs and closing costs on any mortgage or
mortgages, ground lease payments, or other debt instrument encumbering the Building.



	(b)
	Legal
fees incurred in negotiating and enforcing tenant leases.



	(c)
	Real
estate brokers' leasing commissions, space-planning costs, attorney fees and costs, disbursements, and other expense incurred in connection with leasing, other negotiations, or
disputes with tenants, occupants, prospective tenants, or other prospective occupants of the Building.



	(e)
	The
cost of providing any service directly to and paid directly by any tenant.



	(f)
	Any
costs expressly excluded from Operating Expenses elsewhere in this Lease.



	(g)
	Costs
of any items for which Landlord receives reimbursement from insurance proceeds or a third party. Insurance proceeds shall be excluded from Operating Expenses in the year in
which they are received, except that any deductible amount under any insurance policy shall be included within Operating Expenses.



	(h)
	The
costs of capital improvement or capital replacements permitted hereunder shall be amortized in equal annual installments over the useful life thereof as determined by Landlord
using generally accepted accounting and management principles. 



10







 



	(i)
	Costs,
fees and compensation paid to Landlord, or to Landlord's subsidiaries or affiliates, for services in or to the Building to the extent that they exceed the charges for
comparable services rendered by an unaffiliated third party of comparable skill, competence, stature and reputation.



	(j)
	Costs
associated with:



	(i)
	Operation
of the business of the ownership of the Building or entity that constitutes Landlord or Landlord's property manager, as distinguished from the cost of Building
operations, including the costs of partnership or corporate accounting and legal matters; defending or prosecuting any lawsuit with any mortgagee, lender, ground lessor, broker, tenant, occupant or
prospective tenant or occupant; selling or syndicating any of Landlord's interest in the Building; and disputes between Landlord and Landlord's property manager;



	(ii)
	Landlord's
general corporate or partnership overhead and general administrative expenses, including the salaries of management personnel who are not directly related to
the Building and primarily engaged in the operation, maintenance, and repair of the Building, except to the extent that those costs and expenses are included in the management fees; or






	(k)
	Costs
incurred (including permit, license, and inspection fees but excluding utilities) or cash consideration paid in renovating or otherwise improving, decorating, painting or
redecorating space for tenants, prospective tenants, or other occupants or in renovating or redecorating vacant space available for those tenants, prospective tenants, or other occupants. This
exclusion does not apply to remove from Operating Expenses the costs of ordinary maintenance supplied to the tenants of the Building or the costs for renovating or otherwise improving, decorating,
painting or redecorating the common areas of the Building. 






        Section 6.3    Tax Expenses.    "Tax Expenses" means all federal, state or local
government or municipal taxes, fees, charges or other impositions of every kind (whether general, special, ordinary or extraordinary) that are paid or incurred by Landlord during any Expense Year
(without regard to any different fiscal year used by any government or municipal authority) because of or in connection with the ownership, leasing and operation of the Real Property. These expenses
include taxes, fees and charges such as real property taxes, currently due installments of general and special assessments, transit taxes, leasehold taxes and taxes based on the receipt of rent
(including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant); personal property taxes imposed on the fixtures, machinery, equipment, apparatus,
systems and equipment; appurtenances; furniture; and other personal property used in connection with the Building. 



        6.3.1    Adjustment of Taxes.    For purposes of this Lease, Tax Expenses shall be calculated as if the tenant
improvements in the Building were fully constructed and the Real Property, the Building, and all tenant improvements in the Building were fully assessed for real estate tax purposes. Landlord
specifically agrees that the gross-receipts component of Tax Expenses for the Base Year and each subsequent year shall be calculated as if the Building were one hundred percent (100%) occupied with
rent-paying tenants. Accordingly, during the portion of any Expense Year occurring after the Base Year, Tax Expenses shall be considered to be increased appropriately. 



        6.3.2    Included Tax Expenses.    Tax Expenses shall include: 



	(a)
	Any
assessment, tax, fee, levy or charge in addition to, or in partial or total substitution of, any assessment, tax, fee, levy or charge previously included within the definition of
"real property tax"; any government or private assessments (or the Building's contribution toward a government or private cost-sharing agreement) for the purpose of augmenting or improving 



11







 


the
quality of services and amenities normally provided by government agencies. Tenant and Landlord intend that all new and increased assessments, taxes, fees, levies and charges and all similar
assessments, taxes, fees, levies and charges be included within the definition of "Tax Expenses" for purposes of this Lease. 



	(b)
	Any
assessment, tax, fee, levy or charge allocable to, or measured by, the area of the Premises or the rent payable under this Lease, including any gross income tax with respect to
the receipt of that rent, or on or relating to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the
Premises.



	(c)
	Any
assessment, tax, fee, levy or charge on this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises.



	(d)
	Any
possessory taxes charged or levied in place of real property taxes. 




        6.3.3    Contest Costs; Refunds.    Any expenses incurred by Landlord in attempting to protest, reduce or minimize Tax
Expenses shall be included in Tax Expenses in the Expense Year in which those expenses are paid. Tax refunds shall be deducted from Tax Expenses in the Expense Year in which they are received by
Landlord. 


        6.3.4    Excluded Taxes.    Despite any other provision of Section 6.3 (except as provided in subsection 6.3.4
or levied entirely or partially in lieu of Tax Expenses), the following shall be excluded from Tax Expenses: 



	(a)
	All
excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes applied or
measured by Landlord's general or net income (as opposed to rents, receipts, or income attributable to operations at the Building);



	(b)
	Any
items included as Operating Expenses; and



	(c)
	Any
items paid by Tenant under Section 6.6. 




        Section 6.4    Calculation and Payment of Additional Rent.    Tenant's Share of any
Direct Expenses for any Expense Year shall be calculated and paid as follows: 


        6.4.1    Calculation of Excess.    If Tenant's Share of Direct Expenses for any Expense Year ending or beginning
within the Lease Term exceeds Tenant's Share of the amount of Direct Expenses applicable to the Base Year, Tenant shall pay as Additional Rent to Landlord an amount equal to that excess, in the manner
stated in subsection 6.4.2. 


        6.4.2    Statement of Actual Direct Expenses and Payment by Tenant.    Landlord shall endeavor to give to Tenant on or
before the first day of April following the end of each Expense Year a statement setting forth the Direct Expenses incurred or accrued for that preceding Expense Year and indicating the amount, if
any, of any excess over Direct Expenses applicable to the Base Year. On receipt of the statement for each Expense Year ending during the Lease Term for which such an excess exists, Tenant shall pay,
with its next installment of Base Rent due, the full amount of such excess, less the amounts (if any) paid during that Expense Year as Estimated Excess (as defined in subsection 6.4.3).
Landlord's failure to furnish the statement for any Expense Year in a timely manner shall not prejudice Landlord from enforcing its rights under this Article 6. Even if the Lease Term has
expired and Tenant has vacated the Premises, if an excess exists when the final determination is made of Tenant's Share of the Direct Expenses for the Expense Year in which this Lease terminates,
Tenant shall immediately pay to Landlord the amount calculated under subsection 6.4.1. The provisions of this subsection 6.4.2 shall survive the expiration or earlier termination of the
Lease Term. 


12







 



        6.4.3    Statement of Estimated Direct Expenses.    Landlord shall give Tenant a yearly expense estimate statement
("Estimate Statement") stating: 



	(a)
	Landlord's
reasonable estimate ("Estimate") of the total amount of Direct Expenses for the then-current Expense Year; and



	(b)
	The
estimated excess ("Estimated Excess"). 




The
Estimated Excess shall be calculated by comparing estimated Direct Expenses (which shall be based on the Estimate) to the amount of Direct Expenses applicable to the Base Year. Landlord's failure
to furnish the Estimate Statement for any Expense Year in a timely manner shall not preclude Landlord from enforcing its rights to collect any Estimated Excess under this Article 6. If an
Estimated Excess is calculated for the then-current Expense Year, Tenant shall pay, with its next installment of Base Rent due, a fraction of that Estimated Excess for the
then-current Expense Year (reduced by any amounts paid as provided in the last sentence of this subsection 6.4.3). The numerator of that fraction shall be the number of months that have
elapsed in that current Expense Year (including the month of the payment), and the denominator shall be twelve (12). Until a new Estimate Statement is furnished, Tenant shall pay monthly, along with
the monthly Base Rent installments, an amount equal to one-twelfth of the total Estimated Excess stated in the previous Estimate Statement delivered by Landlord to Tenant. 


        6.4.4    Refund of Overpayment of Excess.    If the statement shows that the excess for any Expense Year ending or
beginning within the Lease Term is less than the Estimated Excess actually paid by Tenant for that Expense Year, Landlord shall credit Tenant's next payment of Estimated Excess with the amount by
which Tenant's payments of Estimated Excess exceed the actual excess due for that Expense Year. If that statement is provided to Tenant after the end of the Lease Term, Landlord shall include with the
statement a refund of the amount by which Tenant's payments of Estimated Excess exceed the actual excess due for that Expense Year. 


        Section 6.5    Allocation of Direct Expenses.    Despite any other provision of this
Article 6, in the calculation of Direct Expenses for the Base Year: 



	(a)
	Direct
Expenses shall not include any increase in Tax Expenses attributable to (i) special assessments, charges, costs or fees; or (ii) modifications or changes in
government laws or regulations; and



	(b)
	Operating
Expenses shall exclude (i) market-wide labor-rate increases arising from extraordinary circumstances (such as boycotts and strikes) and
(ii) utility rate increases arising from extraordinary circumstances (such as conservation surcharges, boycotts, embargoes, or other shortages). 




        Section 6.6    Taxes and Other Charges for Which Tenant Is Directly
Responsible.    Tenant shall reimburse Landlord, on demand, as Additional Rent, for any taxes required to be paid by Landlord that are not already included in Tax
Expenses, excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, regardless of whether such
taxes are now customary or within the contemplation of the parties to this Lease, when those taxes are: 



	(a)
	Measured
by or reasonably attributable to:



	(i)
	The
cost or value of Tenant's equipment, furniture, fixtures and other personal property located in the Premises; or



	(ii)
	The
cost or value of any leasehold improvements made in or to the Premises by or for Tenant (to the extent that the cost or value of those leasehold improvements
exceeds the 






13







 



cost
or value of a building-standard build-out, as determined by Landlord, regardless of whether title to those improvements is vested in Tenant or Landlord); 




	(b)
	Assessed
on or related to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of:



	(i)
	The
Premises;



	(ii)
	Any
portion of the Real Property; or






	(c)
	Assessed
either on this transaction or on any document to which Tenant is a party that creates or transfers an interest or an estate in the Premises. 




        Section 6.7    Landlord's Books and Records; Tenant's Audit Rights.    Tenant and its
authorized representatives may, on no less than thirty (30) days prior written notice, examine, inspect and audit the records of Landlord regarding each statement prepared by Landlord pursuant
to Section 6.4.2. The audit of Direct Expenses for any calendar year must be begun within one hundred eighty (180) days after Tenant's receipt of the statement for that year, or the
right to audit Direct Expenses for that year shall be deemed waived and the statement shall be considered as final and accepted by Tenant. Tenant's rights under this Section may be exercised only if
Tenant is not in default beyond any applicable cure period under this Lease. In no event shall this Section be deemed to allow inspection and audit of Landlord's records by any subtenant of Tenant. 



        Such
an audit shall be performed during regular business hours at Landlord's offices by a national certified public accounting firm whose primary business must be certified public
accounting. There shall be no more than one audit of Direct Expenses for any twelve (12) month period. Tenant agrees diligently to pursue and complete any audit begun by Tenant, and Landlord
agrees it shall not unreasonably interfere with the execution of Tenant's audit rights. Except as herein provided, Tenant shall bear all fees and costs of the audit. Pending resolution of any disputes
over Direct Expenses,
Tenant shall pay to Landlord any Additional Rent alleged to be due from Tenant as reflected on Landlord's statement or any invoice issued on the basis of Landlord's statement. If such audit reveals
that the amount that is Tenant's Share of the Direct Expenses has been overstated, then Landlord shall immediately refund the overpayment to Tenant. If overstated by more than four percent (4%),
Landlord shall promptly, upon demand, reimburse Tenant for the reasonable costs of such audit. Tenant shall keep any information gained from the inspection of Landlord's records confidential and shall
not disclose same to any other party except as required by law. 


        Tenant
agrees that the provisions of this Section shall be the sole method to be used by Tenant to dispute or contest any Direct Expenses payable by Tenant and Tenant hereby waives any
other rights at law or in equity regarding same. 


 
 

ARTICLE 7
  SECURITY DEPOSIT    
    


        Section 7.1    Delivery of Letter of Credit.    Concurrently with Tenant's execution of
this Lease, Tenant shall deliver to Landlord, and cause to be in effect during the Beast Term, an-irrevocable Better of Credit in the amount stated in Section 1.5. The Better of
Credit shall be in form and content acceptable to Landlord and shall be issued by a bank (the "Bank") selected by Tenant and acceptable to Landlord. The Better of Credit shall, by its terms, permit a
transfer or assignment to Landlord's mortgagee or transferee pursuant to the terms of Section 7.5 The Bank shall be a bank that accepts deposits, maintains accounts and has a Boston office that
will negotiate a Better of Credit, and deposits of which are insured by the Federal Deposit Insurance Corporation. Tenant shall pay all expenses, points or fees incurred by Tenant in securing and
maintaining the Better of Credit. If the term of the Better of Credit will expire prior to expiration of the Lease Term, Tenant shall deliver to Landlord, at least forty-five
(45) days prior to the expiration date, a renewal of the Better of Credit for a term not less than one year or a replacement Better of Credit which satisfies the conditions of
Section 7.2. 


14









  




        Section 7.2    Replacement Letter of Credit.    Tenant may, from time to time, replace
any existing Letter of Credit with a new Letter of Credit if the new Letter of Credit: 



	(a)
	becomes
effective at least thirty (30) days before expiration of the Better of Credit that it replaces;



	(b)
	is
in the amount required by Section 1.5 and this Article 7;



	(c)
	is
issued by a bank acceptable to Landlord;



	(d)
	is
for a term not less than one year; and



	(e)
	otherwise
complies with the requirements of this Article 7. 




        Section 7.3    Landlord's Right to Draw on Letter of Credit.    Landlord shall hold the
Better of Credit as security for the performance of Tenant's obligations under this Lease. If Tenant defaults under any provision of this Lease and fails to cure such default after any required notice
and prior to the expiration of any applicable cure period, Landlord may, without prejudice to any other remedy it has, draw all or any portion of the Letter of Credit and apply the proceeds to: 



	(a)
	any
Rent or other sum in default;



	(b)
	any
amount that Landlord may spend or become obligated to spend in exercising Landlord's rights under Article 23; or



	(c)
	any
expense, loss or damage that Landlord may suffer because of Tenant's default. 




        If
Tenant fails to renew or replace the Letter of Credit at least forty-five (45) days before its expiration, Landlord may, without prejudice to any other remedy it
has, draw on all or the Letter of Credit. Landlord may draw upon the Letter of Credit by notice to the Bank that (i) Tenant has defaulted under the Lease and that any applicable cure period has
expired, or (ii) that Tenant has failed to renew or replace the Letter of Credit within the time periods set forth in the Lease. Landlord's notice shall contain the amount which Landlord is
drawing under the Letter of Credit. No further documentation shall be required and the Bank shall be entitled to rely on Landlord's notice. 


        Section 7.4    Letter of Credit Security Deposit.    Any portion of the Letter of
Credit that is drawn on by Landlord but not applied by Landlord shall be held by Landlord as a security deposit (the "Security Deposit") which may be applied from time to time by Landlord for the
purposes described in Sections 7.3(a), (b) and (c). 


        Section 7.5    Landlord's Transfer of Letter of Credit.    If Landlord transfers or
mortgages its interest in the Premises, Landlord shall transfer or assign the Letter of Credit or any Security Deposit held pursuant to Section 7.4 to Landlord's mortgagee or transferee and
thereupon be relieved of further responsibility with respect to the Letter of Credit or Security Deposit so long as the transferee agrees in writing to hold the Letter of Credit or Security Deposit
under the provisions of this Article 7. 


        Section 7.6    Assignment or Encumbrance of Letter of Credit.    Tenant may not assign,
mortgage or encumber the Letter of Credit or Security Deposit without the consent of Landlord. Any attempt to do so shall be void and shall not be binding upon Landlord. 


        Section 7.7    Restoration of Letter of Credit and Security Deposit.    If Landlord
draws on any portion of the Letter of Credit, Tenant shall, within five (5) business days after demand by Landlord, either (a) deposit cash with Landlord in an amount that, when added to
the amount remaining under the Letter of Credit and the amount of Security Deposit, shall equal the amount required to be deposited under Section 1.5, or (b) deliver written
documentation executed by the Bank confirming that the Letter of Credit has been reinstated to the amount required under Section 1.5 and this Article 7. 


15







 



        If
Landlord applies any portion of the Security Deposit, Tenant shall, within five (5) business days after demand by Landlord, deposit cash with Landlord in an amount sufficient
to restore the Security Deposit to the amount required under Section 1.5 Any cash deposited by Tenant shall be held by Landlord as Security Deposit, which may be applied by Landlord for the
purposes described in Section 7.3(a), (b) and (c) of this Article 7. 


        Section 7.8    Interest on Security Deposit.    Tenant is not entitled to any interest
on the Security Deposit. 


        Section 7.9    Return of Security Deposit.    The unused portion of the Security
Deposit, if any, shall be returned to Tenant, or the last assignee of Tenant's interest under the Lease, within thirty (30) days following the expiration or termination of the Lease Term so
long as Tenant is not then in default of its lease obligations. 


 
 

ARTICLE 8
  USE    
    


        Section 8.1    Permitted Use.    Tenant shall use the Premises solely for the
"Permitted Use," as defined in Section 1.6 and for no other purpose or purposes. 


        Section 8.2    Rules and Regulations.    Tenant shall comply with the rules attached to
this Lease as Exhibit D and any amendments or additions promulgated by Landlord from time to time with respect to the safety, care, and cleanliness of the Premises, Building, and Real Property
or for the preservation of good order as long as: 



	(a)
	The
Rules and Regulations do not require Tenant to pay Additional Rent;



	(b)
	No
amendment or addition to the Rules and Regulations is binding on Tenant until the tenth business day after Tenant receives written notice of the change, and no amendment or
addition applies retroactively;



	(c)
	The
Rules and Regulations do not take precedence over the specific terms and conditions of this Lease. 




If
Landlord acts reasonably, in good faith, and in a nondiscriminatory manner in enforcing the Rules and Regulations, Landlord shall not be responsible to Tenant for the failure of any other tenants
or occupants of the Building to comply with the Rules and Regulations. 


        Section 8.3    Additional Restrictions on Use.    In addition to complying with other
provisions of this Lease concerning the use of the Premises: 



	(a)
	Tenant
shall not permit the occupancy of the Premises at any time during the Lease Term to exceed one person (including visitors) per one hundred fifty (150) Usable Square Feet
of space in the Premises;



	(b)
	Tenant
shall not use or knowingly allow any person to use the Premises for any purpose that is contrary to the Rules and Regulations, that violates any Laws and Orders, that
constitutes waste or nuisance, or that would unreasonably annoy other occupants of the Building or the owners or occupants of buildings adjacent to the Building; and



	(c)
	Tenant
shall not use or knowingly allow any person to use the Premises for any purpose that violates any recorded covenants, conditions, and restrictions that now or later affect the
Real Property of which Landlord has informed Tenant as long as Landlord does not modify, amend or enter into any covenants, conditions or restrictions that contravene the provisions of this Lease or
that otherwise adversely affect Tenant's use of the Premises or the conduct of its business on the Premises. Landlord represents and warrants that there are no covenants, 



16







 


conditions
or restrictions that would adversely and materially affect Tenant's use and occupancy of the Premises. 



	(d)
	Tenant
shall not use or knowingly allow any person to use the Premises in any way inconsistent with the maintenance of the Building as a first-class office building in the quality of
its upkeep, use and occupancy. 



 
 

ARTICLE 9
  COMPLIANCE WITH LAWS    
    


        Section 9.1    Definition of "Laws and Orders".    For purposes of this
Article 9, the term "Laws and Orders" includes all federal, state, county, city or government agency laws, statutes, ordinances, standards, rules, requirements or orders now in force or
hereafter enacted, promulgated, or issued. The term also includes government measures regulating or enforcing public access, occupational, health or safety standards for employers, employees,
landlords or tenants. 


        Section 9.2    Repairs, Replacements, Alterations, and Improvements.    Tenant shall
continuously and without exception repair and maintain the Premises, including Tenant Improvements, Alterations, fixtures, and furnishings, in an order and condition in compliance with all Laws and
Orders. Tenant, at Tenant's sole expense, shall promptly make all repairs, replacements, alterations, or improvements needed to comply with all Laws and Orders to the extent that the Laws and Orders
relate to or are triggered by (a) Tenant's use of the Premises, (b) the Tenant Improvements located in the Premises, or (c) any Alterations located in the Premises. 


        Landlord,
at Landlord's sole expense, shall promptly make all repairs, replacements, alterations or improvements needed to comply with all Laws and Orders to the extent that the Laws and
Orders relate to the Base Building. If, however, such compliance work on the Base Building is triggered by either Tenant Improvements or Alterations in and to the Premises made by Tenant, Tenant shall
bear all expense of such work on the Base Building. 


        Section 9.3    Collateral Estoppel.    The judgment of any court of competent
jurisdiction, or the admission of Tenant in any judicial or administrative action or proceeding that Tenant has violated any Laws and Orders shall be conclusive, between Landlord and Tenant, of that
fact, whether or not Landlord is a party to that action or proceeding. 


 
 

ARTICLE 10
  HAZARDOUS MATERIAL    
    


        Section 10.1    Use of Hazardous Material.    Tenant shall not cause or permit any
Hazardous Material, as defined in Section 10.5, to be generated, brought onto, used, stored or disposed of in or about the
Premises or the Real Property by Tenant or its agents, employees, contractors, subtenants or invitees, except for limited quantities of standard office and janitorial supplies containing chemicals
categorized as Hazardous Material. Tenant shall: 



	(a)
	Use,
store and dispose of all such Hazardous Material in strict compliance with all applicable statutes, ordinances and regulations in effect during the Lease Term that relate to
public health and safety and protection of the environment, including those identified in Section 10.5; and



	(b)
	Comply
at all times during the Lease Term with all environmental laws. 




        Section 10.2    Warranties; Notice of Release or Investigation.    Landlord warrants
and represents to Tenant that, to the best of Landlord's actual knowledge, as of the effective date of the Lease: 


17







 



	(a)
	There
has been no release onto or under the Premises or the Real Property of any Hazardous Material in violation of any environmental law;



	(b)
	The
Building contains no polychlorinated biphenyls (PCBs), PCB-contaminated electrical equipment, or asbestos-containing materials; and



	(c)
	Landlord
has received no notice that the Premises or the Real Property is in violation of any environmental law. 




If,
during the Lease Term (including any extensions), either Landlord or Tenant becomes aware of (a) any actual or threatened release of any Hazardous Material on, under, or about the Premises
or the Real Property or (b) any inquiry, investigation, proceeding, or claim by any government agency or other person regarding the presence of Hazardous Material on, under, or about the
Premises or the Real Property, that party shall give the other party written notice of the release or investigation within five (5) days after learning of it and shall simultaneously furnish to
the other party copies of any claims,
notices of violation, reports, or other writings received by the party providing notice that concern the release or investigation. 


        Section 10.3    Indemnification.    Landlord and Tenant shall, at that party's sole
expense and with counsel reasonably acceptable to the other party, indemnify, defend and hold harmless the other party and the other party's shareholders, directors, officers, employees, partners,
affiliates, agents and successors with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises or the Building, or the violation of any
environmental law, by that party or that party's agents, assignees, sublessees, contractors or invitees. This indemnification includes all losses, costs of characterization, costs of removal, remedial
actions, repairs, liabilities, obligations, penalties, fines, claims, actions (including remedial or enforcement actions of any kind and administrative or judicial proceedings, orders, or judgments),
damages (including consequential and punitive damages), and costs (including attorney, consultant and expert fees and expenses) resulting from the release or violation. This indemnification shall
survive the expiration or termination of this Lease. 


        Section 10.4    Remediation Obligations.    If the presence of any Hazardous Material
brought onto the Premises or the Real Property by Tenant or Tenant's employees, agents, contractors, or invitees results in contamination thereof or poses a realistic threat of liability, Tenant shall
promptly take all necessary actions to remove or remediate such Hazardous Materials, whether or not they are present at concentrations exceeding state or federal maximum concentration or action
levels, or any governmental agency has issued a cleanup order, at Tenant's sole expense, to remove such Hazardous Materials brought onto the Premises by Tenant or its employees, agents, contractors or
invitees. Tenant shall first obtain Landlord's approval of the proposed removal or remedial action. This provision does not limit the indemnification obligation set forth in Section 10.3. 



        Section 10.5    Definition of "Hazardous Material".    As used in this
Article 10, the term "Hazardous Material" shall mean any hazardous or toxic substance, material or waste at any concentration that is or becomes regulated by the United States, the Commonwealth
of Massachusetts, or any local government authority having jurisdiction over the Building. Hazardous Material includes, without limitation: 



	(a)
	Any
"hazardous substance", as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (CERCBA) (42 United States Code sections
9601-9675);



	(b)
	"Hazardous
Waste", as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCRA) (42 United States Code sections 6901-6992k); 



18







 



	(c)
	Any
pollutant, contaminant or hazardous, dangerous or toxic chemical, material or substance, within the meaning of any other applicable federal, state or local law, regulation,
ordinance or requirement (including consent decrees and administrative orders imposing liability or standards of conduct concerning any hazardous, dangerous, or toxic waste, substance or material, now
or hereafter in effect);



	(d)
	Petroleum
products;



	(e)
	Radioactive
material, including any source, special nuclear, or byproduct material as defined in 42 United States Code sections 2011-2297g-4;



	(f)
	Asbestos
in any form or condition; and



	(g)
	PCBs
and substances or compounds containing PCBs. 



 
 

ARTICLE 11
  UTILITIES AND SERVICES    
    


        Section 11.1    Standard Tenant Utilities and Services.    Subject to applicable
government rules, regulations and guidelines and the rules or actions of the public utility furnishing the service, Landlord shall provide the following utilities and services on all days during the
Lease Term, unless otherwise stated in the Lease: 


        11.1.1    Heating and Air-Conditioning.    Landlord shall provide medium pressure, conditioned air (with
morning warm up, when necessary, and night setback) for use in the Premises, on Mondays through Fridays from 8:00 a.m. through 6:00 p.m. and on Saturdays from 8:00 a.m. to
1:00 p.m. ("Building Hours") or such shorter periods as may be prescribed by any applicable policies or regulations adopted by any utility or governmental agency, and except for the dates of
observation of locally or nationally recognized holidays ("Holidays"). Electrical power for the operation of VAV and fan powered terminal boxes with electric heating coils situated in or exclusively
serving the Premises shall be on Tenant's
meter. Landlord shall also provide heating and air-conditioning for normal comfort in the common areas located in the Building including stairways, restrooms and lobbies. 


        11.1.2    Electricity.    Landlord shall provide electricity for the common areas located in the Building including
stairways, restrooms and lobbies and for the operation of the Building Systems (as defined in Section 12.2[d)). Electricity for the Premises (for lighting, equipment operation,
operation of VAV and fan-powered terminal boxes with electric heating coils, and other Tenant use) shall be separately metered. Such meter shall be located in the ground floor electrical
room. Any meter or security deposit shall be the responsibility of Tenant. Tenant shall pay to the electric service provider the entire cost of electricity consumed in the Premises on or before the
date that the same shall be due and payable. Landlord retains the right to designate the electric service provider supplying electricity to the Building and the Premises. The connected electrical load
for the Premises shall not exceed eleven (11) watt per Usable Square Foot of the Premises. 


        11.1.3    Water.    Landlord shall provide water for drinking, lavatory and toilet purposes in the common areas
located in the Building. 


        11.1.4    Janitorial Services.    Landlord shall provide janitorial services in and about the Premises and the
restrooms in the common areas serving the Premises on Mondays through Fridays, except on Holidays, in accordance with the specifications attached to this Lease as Exhibit E. Landlord shall not
be required to provide janitorial services to improvements installed in the Premises which exceed the Specifications for Building standard components as described Schedule 1 to the Tenant Work
Letter such as metallic trim, wood floor covering, glass panels, interior windows, kitchens, executive workrooms and shower facilities. 


19







 



        11.1.5    Passenger Elevator Service.    Landlord shall provide nonexclusive automatic passenger elevator service,
with all elevators in service (subject to normal maintenance and repair) during Building Hours and at least one elevator in service during non-Building Hours. 



        11.1.6    Security Services.    Landlord shall provide a card key access for the Building. Any other security systems
or devices deemed necessary by Tenant shall be installed by Tenant at it's sole cost and expense. 


        Section 11.2    Overstandard Tenant Use.    Tenant shall not, without Landlord's prior
written consent: (a) use heat-generating machines, machines other than normal office machines, or equipment; (b) lighting other than set forth in the Standard Improvement
Package; (c) allow occupancy of the Premises by more than one person for each one hundred fifty (150) square feet of Rentable Area; or
(4) make any other use of the Premises that may affect the temperature otherwise maintained by the heating, ventilating and air-conditioning system installed by Landlord to service
the Building as described in Section 1.2.2 of the Tenant Work Letter. Should Landlord consent to any such use, Landlord may make such modifications or additions to the Building Systems or
install such supplementary systems as Landlord, in its sole discretion, deems necessary as the result of such use. On billing by Landlord, Tenant shall pay the cost for such modifications, additions
and/or supplementary systems, including the cost of (a) installation, operation and maintenance of equipment; (b) increased wear and tear on existing equipment; and (c) other
similar charges. Any modifications or additions to the VAV and fan-powered terminal boxes located within the Premises required as the result of such use shall be done by Tenant at its sole
cost and expense. 


        Tenant's
use of electricity shall never exceed the capacity of the feeders serving the Building and Premises or the risers or wiring installation. If Tenant wishes to use heat,
ventilation, or air-conditioning during hours other than those for which Landlord is obligated to supply such utilities under Section 11.1, Tenant shall give Landlord such prior
notice as Landlord shall from time to time establish as appropriate, and Landlord shall endeavor to supply such services to Tenant at an hourly cost to Tenant as shall be calculated to reimburse
Landlord for the cost of supplying same. Amounts payable by Tenant to Landlord under this Section 11.2 for use of additional utilities shall be considered Additional Rent under this Lease and
shall be billed on a monthly basis. 


        Section 11.3    Interruption of Utilities.    Tenant agrees that Landlord shall not be
liable for damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service or for diminution in the quality or quantity of any service when the failure, delay, or
diminution is entirely or partially caused by: 



	(a)
	Breakage,
repairs, replacements, or improvements;



	(b)
	Strike,
lockout, or other labor trouble;



	(c)
	Inability
to secure electricity, gas, water, or other fuel at the Building after reasonable effort to do so;



	(d)
	Accident
or casualty;



	(e)
	Act
or default of Tenant or other parties; or



	(f)
	Any
other cause beyond Landlord's reasonable control. 




Such
failure, delay or diminution shall not be considered to constitute an eviction or a disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any
of its obligations under this Lease. 


        Landlord
shall not be liable under any circumstances for a loss of or injury to property or for injury to or interference with Tenant's business, including loss of profits through, in
connection with, or 


20







 



incidental
to a failure to furnish any of the utilities or services under this Article 11. Landlord may comply with mandatory or voluntary controls or guidelines promulgated by any government
entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or other emissions without creating any liability of Landlord to Tenant under this
Lease as long as compliance with voluntary controls or guidelines does not materially and unreasonably interfere with Tenant's use of the Premises. 


        Section 11.4    Utility Providers.    Landlord may, in Landlord's sole and absolute
discretion, at any time and from time to time, contract or require Tenant to contract, for utility services (including generation, transmission, or delivery of the utility service) with a utility
service provider(s) of Landlord's choosing. Tenant shall fully cooperate with Landlord and any utility service provider selected by Landlord. Tenant shall permit Landlord and the utility service
provider to have reasonable access to the Premises and the utility equipment serving the Premises, including lines, feeders, risers, wiring, pipes and meters. Tenant shall either pay or reimburse
Landlord for all costs associated with any change of utility service, including the cost of any new utility equipment, within thirty (30) days after Landlord's written demand for payment or
reimbursement. Under no circumstances shall Landlord be responsible or liable for any loss, damage, or expense that Tenant may incur as a result of any change of utility service, including any change
that makes the utility supplied less suitable for Tenant's needs, or for any failure, interference, or defect in any utility service. No such change, failure, interference or defect shall constitute
an actual or constructive eviction of Tenant, or entitle Tenant to any abatement of Rent, or relieve Tenant from any of Tenant's obligations under this Lease. 


 
 

ARTICLE 12
  REPAIRS AND MAINTENANCE    
    


        Section 12.1    Tenant's Repair and Maintenance Obligations.    During the tern of this
Lease Tenant shall, at Tenant's sole expense and in accordance with the terms of this Lease, maintain, keep in good order, repair and condition (wear and tear excepted) and make all replacements to: 



	(a)
	The
nonstructural portions of the Premises (including all Tenant Improvements, Alterations, fixtures and furnishings).



	(b)
	The
electrical, plumbing, fire/life safety, sanitary, data/communication, security and other mechanical systems that are located within or exclusively serve the Premises but excluding
those systems which Landlord is to maintain as specifically provided in Section 12.2 (e).



	(c)
	Repairs
or replacements to the Premises, the Building or the Real Property which would otherwise be Landlord's obligation under Section 12.2 required or necessitated as the
result of: (i) Tenant's misuse, (ii) any act, omission or negligence of Tenant, its agents, employees, invitees, licensees or contractors, or (iii) defects, failures, deficiencies, errors or
omissions in the design, or as the result of defective workmanship and materials pertaining to the heating, ventilating, and air conditioning system installed within the Premises by Tenant as a part
of Tenant Improvements. Any repair, maintenance or replacement work which shall be the obligation of Tenant under this Section 12.1 (c) affecting the structural integrity of the
Building, the Building Systems as defined in Section 12.2(d), the heating, ventilating, air conditioning and fire sprinkler systems within the Premises referred to in Section 12.2 (e),
or the exterior appearance of the Building shall be performed only by a contractor designated by Landlord to perform the work. 



21













  





If Tenant fails to maintain the Premises in accordance with the terms of this Section 12.1, or fails to make the required repairs or replacements thereto within thirty (30) days after
receipt of written notice from Landlord of the need for such repairs or replacements (or fails to commence any repair or replacement obligation for which the reasonable completion time exceeds thirty
(30) days, and to diligently prosecute this obligation to completion), Landlord may, but need not, perform such maintenance, repair or replacement obligation for and on behalf of Tenant. On
receipt of an invoice from Landlord, Tenant shall pay Landlord's reasonable out-of-pocket costs incurred in connection with such maintenance, repairs and replacements plus a
percentage of such costs, to be uniformly established for the Building (but not in excess of ten percent [10%]), sufficient to reimburse Landlord for all overhead, general
conditions, fees and other cost and expenses arising from Landlord's involvement with such maintenance, repairs and replacements. 



        The
provisions of this Section12.1 shall not apply in the event of damage or destruction by any Casualty or Condemnation in which event the obligations of Landlord and Tenant shall be as
set forth in Articles 16 and 17. 


        Section 12.2    Landlord's Repair and Maintenance Obligations.    Landlord shall, as a
part of Operating Expenses (to the extent permitted by Article 6), maintain, keep in good order, repair and condition (wear and tear excepted) and make all required replacements to: 



	(a)
	The
roof and structural portions of the Building;



	(b)
	Structural
portions of the Premises;



	(c)
	The
exterior portions of the Building (including windows and doors) and Real Property;



	(d)
	The
heating, ventilating, air conditioning, electrical, plumbing, fire/life safety, sanitary, storm drainage, elevator, security and other mechanical systems that serve the entire
Building but excluding those systems that are located within or exclusively serve the Premises or premises leased to others (the "Building Systems") except as specifically provided in
Section 12.2 (e).;



	(e)
	The
heating, ventilating, air conditioning and fire sprinkler systems located within the Premises or premises leased to others with the exception on any supplementary systems which
shall be governed by the provisions of Section 11.2.; and



	(f)
	All
other common areas located in the Building, or in or on the Real Property, including without limitation stairways, restrooms, lobbies, janitorial closets and the parking
facilities serving the Building 




Repairs
shall be made promptly when appropriate to keep the applicable portion of the Premises, Building, Real Property and other items which are the responsibility of Landlord hereunder in good order
condition and repair. Landlord shall not be in default of its repair and maintenance obligations under this Section 12.2 if Landlord performs the repairs and maintenance within thirty
(30) days following receipt of written notice from Tenant of the need therefor. If, due to the nature of the particular repair or maintenance obligation, more than thirty (30) days are
reasonably required to complete it, Landlord shall not be in default under this Section 12.2 if Landlord begins work with such thirty (30) day period and thereafter diligently prosecutes
such work to completion. 


        Notwithstanding
the forgoing, Landlord shall not be required to make any repairs or replacements required or necessitated as the result of (i) Tenant's misuse, (ii) any
act, omission or negligence of Tenant, its agents, employees, invitees, licensees or contractors, or (iii) defects, failures, deficiencies, errors or omissions in the design, or as the result
of defective workmanship and materials pertaining to the heating, ventilating, and air conditioning system installed within the Premises by Tenant as a part of Tenant Improvements. The provisions of
this Section 12.2 shall not apply in the event of damage or destruction by any Casualty or Condemnation in which event the obligations of Landlord shall be as set forth in Articles 16
and 17. 


22







 



        Except
as specifically provided in this Lease, no abatement of Rent and no liability of Landlord shall result for any injury to or interference with Tenant's business arising from the
making of or failure to make any repairs, replacements required by this Section 12.2. 


 
 

ARTICBE 13
  ALTERATIONS AND ADDITIONS    
    


        Section 13.1 Landlord's Consent to Alterations.    Tenant may not make any improvements,
alterations, additions or changes to the Premises ("Alterations") without first obtaining Landlord's prior written consent. Tenant's request for such consent must be accompanied by detailed and
complete plans and specifications for the proposed work. Tenant shall reimburse Landlord for the reasonable fees and costs of any architects, engineers or other consultants retained by Landlord to
review the proposed Alterations. The Alterations for which Landlord may reasonably withhold its consent include, without limitation, those that would or could: 



	(a)
	Affect
the structure of the Building or any portion of the Building other than the interior of the Premises;



	(b)
	Affect
the Building Systems in a materially adverse way;



	(c)
	Result
in Landlord's being required under Laws and Orders to perform any work that Landlord could otherwise avoid or defer ("Additional Required Work"), unless Tenant agrees in
writing to pay for the entire cost of the design and construction of the Additional Required Work;



	(d)
	Result
in a material increase in the demand for utilities or services that Landlord is required to provide, unless Tenant agrees to pay the additional cost;



	(e)
	Cause
an increase in the premiums for hazard or liability insurance carried by Landlord unless Tenant agrees to pay the amount of the increase in premiums; or



	(f)
	Diminish
or reduce the economic value of the Building below its value immediately before such Alterations. 




        Section 13.2    Compliance of Alterations with Laws and Insurance
Requirements.    Tenant shall cause all Alterations to comply with applicable Laws and Orders and applicable requirements of a fire-rating bureau or of
Landlord's hazard insurance carrier. Before beginning construction of any Alteration, Tenant shall obtain a valid building permit and any other permits required by any government entity having
jurisdiction over the Premises. Tenant shall provide copies of those permits to Landlord before the work begins. Tenant shall, at Tenant's sole expense, perform any Additional Required Work in the
Premises or the Building, which shall be subject to the same requirements as any Alteration. If any Additional Required Work must be performed outside the Premises, Landlord may elect to perform that
work at Tenant's expense. No consent by Landlord to any proposed work shall constitute a waiver of Tenant's obligations under this Section. 


        Section 13.3    Manner of Construction.    Tenant shall build Alterations entirely
within the Premises and in conformance with Landlord's construction rules and regulations, using only contractors and subcontractors approved in writing by Landlord. Any alterations affecting the
Building Systems, the structural integrity of the Building, the systems to be maintained by Landlord pursuant to Section 12.2, or the exterior appearance of the Building shall be performed only
by a contractor approved by Landlord to perform the work. All work relating to any Alterations shall be done in a good and workmanlike manner, using new materials equivalent in quality to those used
in the construction of the initial improvements to the Premises. All work shall be diligently prosecuted to completion. Tenant shall ensure that all work is performed in a manner that does not
obstruct access to or through the Building or its common areas and that does not interfere either with other tenants' use of their 


23







 



premises
or with any other work being undertaken in the Building. Tenant shall take all measures necessary to ensure that labor peace is maintained at all times. Within thirty (30) days after
completion of any Alterations, Tenant shall deliver to Landlord (a) a reproducible copy of the record drawings of Alterations as built made on a 4 mil polyester-based permanent mylar or
approved equal (or at Landlord's request, Auto CAD Disk File "As-Builts"), (b) a statement setting forth in reasonable detail the cost of construction of the Alterations (but
excluding signs, furniture, trade fixtures, office equipment and items of a like nature), (c) a certificate of occupancy or completion and (d) an assignment of the guaranty or guarantees
received by Tenant pertaining to any portion of the Alterations which Landlord shall be required to maintain and/or repair pursuant to Section 12.2 hereof. 


        Section 13.4    Payment for Alterations.    Tenant shall promptly pay all charges and
costs incurred in connection with any Alteration, as and when required by the terms of any agreements with contractors, designers or suppliers. On completion of any Alteration, Tenant shall deliver to
Landlord evidence of full payment and unconditional final waivers of all liens for labor, services, or materials. 



        Section 13.5    Construction Insurance.    Before construction begins, Tenant shall
deliver to Landlord reasonable evidence that damage to, or destruction of, the Alterations during construction will be covered either by the policies that Tenant is required to carry under
Article 15 or by a policy of builder's all-risk insurance in an amount approved by Landlord. If Landlord requires Tenant to provide builder's all-risk insurance for the
proposed Alterations, Tenant shall
provide a copy of the policy, any endorsements, and an original certificate of insurance that complies with subsection 15.9.2.Tenant shall cause each contractor and subcontractor to maintain all
workers' compensation insurance required by law and liability insurance (including property damage) in amounts reasonably required by Landlord. Tenant shall provide evidence of that insurance to
Landlord before construction begins. 


        Section 13.6    Ownership of Alterations.    Tenant shall be entitled to all
depreciation, amortization and other tax benefits with respect to Alterations that may be installed or placed in or about the Premises by Tenant at Tenant's sole cost and expense. Within five
(5) days following substantial completion of any such Alterations within the Premises, Tenant shall provide Landlord with a statement as provided in Section 1.3(b) above signed by Tenant
and the Architect/Engineer who designed the Alterations certifying to the cost thereof so that Landlord can insure the Alterations from destruction or damage arising from any Casualty as provided in
Section 16.1. In the event that Tenant fails to provide such statement and (a) Landlord's insurance carrier either refuses to provide coverage for such destruction or damage or
(b) Landlord is adjudged a co-insurer by Landlord's insurance carrier, then any losses or penalties Landlord shall sustain shall be borne by Tenant and shall be immediately paid by
Tenant upon receipt of an invoice and evidence of such loss. In addition, notwithstanding the provisions of Article 16 of this Lease, in the event of destruction or damage to the Alterations
arising from any Casualty, Landlord shall not be obligated to repair or restore any of the Alterations that are damaged or destroyed and the repair and restoration thereof shall be made by Tenant at
Tenant's sole cost and expense. By written notice to Tenant at the time consent therefor is given, Landlord may require Tenant, at Tenant's sole cost and expense, to remove any Alterations that cannot
be used for ordinary general office purposes and to restore the Premises to their configuration and condition before the Alterations were made. If Tenant fails to complete the restorations before the
expiration of the Lease Term or, in the case of earlier termination, within fifteen (15) days after written notice from Landlord requesting the restoration, Landlord may do so and charge the
cost of the restoration to Tenant. All Alterations (but excluding signs, furniture, trade fixtures, office equipment, special equipment specifically related to the conduct of Tenant's business
[a detailed description of which has been given to landlord at the time Tenant seeks Landlord's consent to the Alterations]) that may be installed or place in or about the
Premises from time to time shall be and become the property of Landlord upon the expiration or earlier termination of the Lease Term. 


24







 



        Section 13.7    Initial Improvements.    The construction of the initial improvements
to the Premises (the "Tenant Improvements") shall be governed by the terms of this Section 13.7 and the Tenant Work Letter, attached to this Lease as Exhibit C, and not the terms of any
other section of this Article 13. Landlord shall be entitled to all depreciation, amortization and other tax benefits with respect to the Tenant Improvements up to a value not exceeding the
Tenant Improvement Allowance as that term is defined in the Tenant Work Letter. Tenant shall be entitled to all depreciation, amortization and other tax benefits with respect to the Tenant
Improvements up to a value not exceeding the Over-Allowance Amount as that term is defined in the Tenant Work Letter. 


 
 

ARTICLE 14
  COVENANT AGAINST LIENS    
    


        Tenant shall not be the cause or object of any liens or allow such liens to exist, attach to, be placed on or encumber Landlord's or Tenant's interest in the
Premises, Building or Real Property by operation of law or otherwise. Tenant shall not suffer or permit any lien of mechanics, material suppliers, or others to be placed against the Premises, Building
or Real Property with respect to work or services performed or claimed to have been performed for Tenant or materials furnished or claimed to have been furnished to Tenant or the Premises. If any such
lien attaches or Tenant receives notice of any such lien, Tenant shall cause the lien to be immediately released and removed of record on the earlier of five (5) days after Tenant receives
notice of any such lien or five (5) days after Landlord delivers written notice of the lien to Tenant. Despite any other provision of this Lease, if the lien is not released and removed within
ten (10) days after Landlord delivers notice of the lien to Tenant, Landlord may immediately take all action necessary to release and remove the lien, without any duty to investigate the
validity of it. All expenses (including reasonable attorney fees) incurred by Landlord in connection with the lien shall be considered Additional Rent under this Lease and be immediately due and
payable by Tenant. 


 
 

ARTICLE 15
  INDEMNIFICATION AND INSURANCE    
    


        Section 15.1    Definition of "Tenant Parties" and "Landlord Parties".    For purposes
of this Article 15, the term "Tenant Parties" refers singularly and collectively to Tenant and Tenant's officers, members, partners, agents, employees and independent contractors as well as to
all persons and entities claiming through any of these persons or entities. The term "Landlord Parties" refers singularly and collectively to Landlord and the partners, venturers, trustees and
ancillary trustees of Landlord and the respective officers, directors, shareholders, members, parents, subsidiaries, and any other affiliated entities, personal representatives, executors, heirs,
assigns, licensees, invitees, beneficiaries, agents, servants, employees and independent contractors of these persons or entities. 


Section 15.2    Indemnification.  


        15.2.1    Tenant's Indemnification of Landlord Parties.    To the fullest extent permitted by law, Tenant shall, at
Tenant's sole expense and with counsel reasonably acceptable to Landlord, indemnify, defend and hold harmless Landlord Parties from and against all claims, losses, costs, damage, expenses,
liabilities, liens, actions, causes of action (whether in tort or contract, law or equity, or otherwise), charges, assessments, fines and penalties of any kind (including consultant and expert
expenses, court costs and attorney fees actually incurred) from any cause, arising out of or relating (directly or indirectly) to this Lease, the tenancy created under this Lease, or the Premises,
including: 



	(a)
	The
use or occupancy, or manner of use or occupancy, of the Premises or Building by Tenant Parties; 



25







 



	(b)
	Any
omission, fault, negligence or other misconduct of Tenant Parties or of any invitee, guest or licensee of Tenant in, on or about the Real Property;



	(c)
	Tenant's
conducting of its business;



	(d)
	Any
Alterations, activities, work or things done, omitted or permitted, by Tenant Parties in, at or about the Premises or Building, including the violation of or failure to comply
with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, decrees or judgments in existence on the Lease Commencement Date or enacted, promulgated or issued after the date
of this Lease; and



	(e)
	Any
breach or default in performance of any obligation on Tenant's part to be performed under this Lease, including obligations which survive expiration or earlier termination of this
Lease. 




        15.2.3    Type of Injury or Loss.    This indemnification extends to and includes claims for: 



	(a)
	Injury
to any persons (including death at any time resulting from that injury);



	(b)
	Loss
of, injury or damage to or destruction of property (including all loss of use resulting from that loss, injury, damage or destruction); and



	(c)
	All
economic losses and consequential or resulting damage of any kind. 




        15.2.4    Indemnification: Landlord Parties Gross Negligence and Willful Misconduct.    Despite any other provision of
this Lease, Tenant's indemnification shall not apply to any claim caused by or arising out of any omission, fault, negligence or other misconduct of Landlord Parties, except for damage to the Tenant
Improvements or Tenant's personal property, fixtures, furniture and equipment in the Premises to the extent that such damage is covered by insurance that Tenant is required to carry under this Lease
(or would have been covered had Tenant carried the insurance required under this Lease). 


        15.2.5    Indemnification Independent of Insurance Obligations.    The indemnification provided in this
Article 15 may not be construed or interpreted as in any way restricting, limiting, or modifying Tenant's insurance or other obligations under this Lease and is independent of Tenant's
insurance and other obligations. Tenant's compliance with the insurance requirements and other obligations under this Lease shall not in any way restrict, limit or modify Tenant's indemnification
obligations under this Lease. 


        15.2.7    Landlord's Indemnification of Tenant.    Subject to the provisions of Section 15.10 hereof with
respect to waiver of subrogation, Landlord shall indemnify and hold harmless Tenant Parties from and against: 



	(a)
	All
claims for damage to property outside the Premises to the extent that such claims are covered by insurance required to be maintained by Landlord under this Lease (or would have
been covered had Landlord carried the insurance required under this Lease).



	(b)
	All
claims resulting from any omission, fault, negligence or other misconduct of Landlord Parties in connection with Landlord Parties' activities in, on or about the Real Property or
Building, except to the extent that such claim is for damage to the Tenant Improvements and Tenant's personal property, fixtures, furniture and equipment in the Premises and is covered by insurance
that Tenant is required to obtain under this Lease (or would have been covered had Tenant carried the insurance required under this Lease). 






        15.2.8    Attorney Fees.    The prevailing party shall be entitled to recover its actual attorney fees and court costs
incurred in enforcing the indemnification clauses set forth in this Section 15.2. 


26







 

        15.2.9    Survival of Indemnification.    The clauses of this Section 15.2 shall survive the expiration or
earlier termination of this Lease until all claims involving any of the indemnified matters are fully, finally and absolutely barred by the applicable statutes of limitations. 


        15.2.10    Duty To Defend.    Tenant's duty to defend Landlord Parties is separate and independent of Tenant's duty to
indemnify Landlord Parties. The duty to defend applies regardless of whether the issues of negligence, liability, fault, default, or other obligation on the part of Tenant Parties have been
determined. 


        Section 15.3    Compliance with Insurer Requirements.    Tenant shall, at Tenant's sole
expense, comply with all reasonable requirements, guidelines, rules, orders, regulations and similar mandates and directives pertaining to the use of the Premises and the Building, whether imposed by
Tenant's insurers, Landlord's insurers, or the American Insurance Association (formerly the National Board of Fire Underwriters) or any similar body.. If Tenant's business operations, conduct, or use
of the Premises or the Building cause any increase in the premium for any insurance policies carried by Landlord, Tenant shall, within ten (10) business days after receipt of written notice
from Landlord, reimburse Landlord for the increase. 


        Section 15.4    Tenant's Liability Coverage.    Tenant shall obtain and maintain
Commercial General Liability insurance written on an "occurrence" policy form, covering bodily injury, property damage, personal injury, and advertising injury arising out of or relating (directly or
indirectly) to Tenant's business operations, conduct, assumed liabilities, or use or occupancy of the Premises or the Building with a limit of not less than Five Million Dollars ($5,000,000) per
occurrence/ annual aggregate. 


        Tenant's
liability coverage shall include all the coverages typically provided by the Broad Form Comprehensive General Liability Endorsement, including broad form property damage
coverage (which shall include coverage for completed operations). Tenant's liability coverage shall further include premises-operations coverage, products-completed operations coverage, owners and
contractors protective coverage (when reasonably required by Landlord), and the broadest available form of contractual liability coverage. It is the parties' intent that Tenant's contractual liability
coverage provide coverage to the maximum extent possible of Tenant's indemnification obligations under this Lease. 


        15.4.1    Additional Insureds.    Landlord, the building management company and any lender of Landlord shall be named
by endorsement as additional insureds under Tenant's Commercial General Liability policy. The additional insured endorsement must be on ISO Form CG 20 11 11 85 or an equivalent acceptable to Landlord,
with such modifications as Landlord may require. Tenant's policies shall be further endorsed as needed to provide that the insurance afforded by those policies to the additional insureds is primary
and that all insurance carried by Landlord is strictly excess and secondary and shall not contribute with Tenant's liability insurance. The coverage afforded to Landlord and any lender of Landlord
must be at least as broad as that afforded to Tenant and may not contain any terms, conditions, exclusions or limitations applicable to Landlord or any lender of Landlord that do not apply to Tenant. 


        15.4.2    Concurrency of Primary, Excess and Umbrella Policies.    Tenant's liability insurance coverage may be
provided by a combination of primary, excess blanket and umbrella policies, but those policies must be absolutely concurrent in all respects regarding the coverage afforded by the policies. The
coverage of any excess or umbrella policy must be at least as broad as the coverage of the primary policy. Tenant shall, at Tenant's sole expense, procure a "per location" endorsement or equivalent
reasonably acceptable to Landlord so that the general aggregate and other limits apply separately and specifically to the Premises. 


        15.4.3    Construction of Tenant Improvements and Alterations.    Whenever Tenant shall undertake the construction of
Tenant Improvements as defined in Exhibit C or any Alterations to the Premises, the coverage afforded pursuant to Section 15.4 must be extended to and include bodily injury, property
damage and personal injury arising in connection with such construction. 


27









  




        Section 15.5    Tenant's Workers' Compensation and Employer Liability
Coverage.    Tenant shall procure and maintain workers' compensation insurance as required by law and employer's liability insurance with limits of no less than Five
Hundred Thousand Dollars ($500,000) each accident, Five Hundred Thousand Dollars ($500,000) disease policy limit, and Five Hundred Thousand Dollars ($500,000) disease—each employee. 


        Section 15.6    Tenant's Property Insurance.    Tenant shall procure and maintain
property insurance coverage for all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant's property in, on, at or about the Premises and the Building,
including property installed by, for, or at the expense of Tenant. 


        Tenant's
property insurance must fulfill the following requirements: 



	(a)
	It
must be written on Special Form (formerly known as "all-risk" policy) or an equivalent form acceptable to Landlord;



	(b)
	It
must include an agreed-amount endorsement for no less than one hundred percent (100%) of the full replacement cost (new without deduction for depreciation) of the covered items and
property; and



	(d)
	The
amounts of coverage must meet any coinsurance requirements of the policy or policies. 




It
is the parties' intent that Tenant shall structure its property insurance program so that no coinsurance penalty shall be imposed and there shall be no valuation shortfalls or disputes with any
insurer or with Landlord. The property insurance coverage shall include vandalism and malicious mischief coverage and sprinkler leakage coverage. 


        Section 15.7    Business Income and Extra Expense
Coverage.    Intentionally deleted


        Section 15.8    Other Tenant Insurance
Coverage.    Intentionally deleted.


        Section 15.9    Form of Policies and Additional Requirements.    


        15.9.1    Insurance Independent of Indemnification.    The insurance requirements set forth in Section 15.4
through Section 15.8 are independent of Tenant's indemnification and other obligations under this Lease and shall not be construed or interpreted in any way to restrict, limit or modify
Tenant's indemnification, and other obligations or to limit Tenant's liability under this Lease. 


        15.9.2    Form of Policies.    The insurance required of Tenant under this Article 15 must: 



	(a)
	Name
Landlord and the holder of any mortgage encumbering the Building or the Real Property, the Property Manager and the ground lessor (if any) of the Real Property, by endorsement,
as an additional insured;



	(b)
	Be
issued by an insurance company with a rating of no less than A-VIII in the current Best's Insurance Guide, or that is otherwise acceptable to Landlord, and admitted to
engage in the business of issuing insurance in the Commonwealth of Massachusetts;



	(c)
	Be
primary insurance for all claims under it and provide that any insurance carried by Landlord is strictly excess, secondary and non-contributing with any insurance
carried by Tenant; and



	(d)
	Provide
that insurance may not be canceled, non-renewed, or the subject of material change in coverage or available limits of coverage, except on thirty (30) days'
prior written notice to Landlord and Landlord's lenders. 






        15.9.3    Certificate of Insurance.    Tenant shall deliver to Landlord at the time or times set forth in subsection
15.9.4, original certificates of insurance, executed by an authorized agent of the insurer or 


28







 

insurers,
evidencing compliance with the insurance requirements set forth in this Article 15. The certificate(s) shall provide for no less than thirty (30) days' advance written notice
to Landlord from the insurer or insurers of any cancellation, non-renewal, or material change in coverage or available limits of liability and shall confirm compliance with the liability
insurance requirements in this Lease. Such certificates shall be on an Accord 27 Form or an equivalent acceptable to Landlord. If an Accord 27-S Form is used to evidence liability
coverage, the "endeavor to" and "failure to mail such notice shall impose no obligation or liability of any kind upon the Company" and "This certificate is issued as a matter of information only and
confers no rights upon the certificate holder" language and any similar language shall be stricken from the certificate. 


        15.9.4    Tenant's Delivery of Endorsements and Certificates.    Tenant shall deliver the endorsements to such policy
or policies and certificates required by this Article 15, to Landlord: 



	(a)
	On
or before the earlier of the Lease Commencement Date or the date Tenant enters the Premises to perform work;



	(b)
	At
least thirty (30) days before the expiration date of any policy; and



	(c)
	On
renewal of any policy. 




        15.9.5    Deductibles and Self-Insured Retentions.    All deductibles and self-insured
retentions under Tenant's policies are subject to Landlord's prior written approval which shall not be unreasonably withheld or delayed 



        Section 15.10    Waiver of Subrogation.    Landlord and Tenant agree to cause the
insurance companies issuing their respective property (first party) insurance to waive any subrogation rights that those companies may have against Tenant or Landlord, respectively, as long as the
insurance is not invalidated by the waiver. If the waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant waive any right that either may have against the
other on account of any loss or damage to
their respective property to the extent that the loss or damage is insured under their respective insurance policies. 



        Section 15.11    Exculpation.    To the fullest extent permitted by law, Tenant Parties
hereby waive and knowingly and voluntarily assume the risk of any and all claims against Landlord Parties for loss or damage to property of any Tenant Party occasioned by theft, the acts or omission
of any other occupant of the Building, by the breaking, bursting, stoppage or leaking of electric cables and wires, water, sewer gas or steam pipes, the construction of any private, public or
quasi-public work or any like matter. 


        Section 15.12    Landlord's Property Insurance.    Landlord shall, as a part of
Operating Expenses, procure and maintain during the Lease Term Special Form coverage insurance against loss or damage to the Building (but excluding those items covered by insurance required to be
maintained by Tenant under this Lease) from all-risk perils. Such coverage shall be in such amounts, from such companies and upon such other terms and conditions and contain such
endorsements as Landlord may from time to time reasonably determine. At Landlord's option, such insurance coverage may include, without limitation, the risks of earthquake, flood damage or other
perils; business income (rental loss) and extra expense coverage; and loss payee endorsements in favor of the holders of any mortgages encumbering the interest of Landlord in the Building or the Real
Property. Any coverage maintained by Landlord hereunder may be provided under a blanket policy or a separate policy therefor and may be subject to such deductibles as Landlord, in its sole discretion,
shall determine. Despite the provisions of this Section, the coverage and amounts of insurance carried by Landlord in connection with the Building and the Real Property shall at minimum be comparable
to the coverage and amounts of insurance that are carried by reasonable prudent landlords of comparable buildings. On inquiry by Tenant from time to time, Landlord shall inform Tenant of all such
insurance carried by Landlord. 


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ARTICLE 16
  DAMAGE AND DESTRUCTION    
    


        Section 16.1    Repair of Damage by Landlord.    Tenant agrees to notify Landlord in
writing promptly of any damage to the Premises resulting from fire, or any other identifiable event of a sudden, unexpected, or unusual nature ("Casualty"). If the Premises are damaged or any Building
System serving the Premises is rendered inoperable by a Casualty or any common areas of the Building providing access to the Premises are so damaged to the extent that Tenant does not have reasonable
access to the Premises and if neither Landlord nor Tenant has elected to terminate this Lease under Section 16.3 or 16.4, Landlord shall promptly and diligently restore the Premises (including
all Tenant Improvements and Alterations but specifically excluding office furniture, trade fixtures, office equipment all other items of Tenant's property), the Building Systems and such common areas
to substantially the same condition as
existed before the Casualty, except for modifications required by building codes and other laws and except for any other modifications to the common areas considered desirable by Landlord. In making
these modifications, Landlord shall not materially impair Tenant's access to the Premises. Landlord's obligation to restore is subject to reasonable delays for insurance adjustment and other matters
beyond Landlord's reasonable control. If Tenant requests that Landlord modify the Tenant Improvements in connection with the rebuilding, Landlord may condition its consent to those modifications on: 



	(a)
	Tenant's
payment to Landlord before construction is begun of any sums in excess of the amount of insurance proceeds received by Landlord that are needed to complete the Tenant
Improvements; and



	(b)
	Confirmation
by Landlord's architect or contractor that the modifications will not increase the scope of work or the time necessary to complete the Tenant Improvements. 




        Section 16.2    Landlord's Notice.    Landlord shall, within the later of
(a) thirty (30) days after the date on which Landlord determines the full extent of the damage caused by the Casualty or (b) thirty (30) days after Landlord has determined
the extent of the insurance proceeds available to effectuate repairs, provide written notice to Tenant indicating the anticipated period for repairing the Casualty. Such notice shall also state, if
applicable, Landlord's election either to repair or to terminate the Lease under Section 16.3. 



        Section 16.3    Landlord's Option to Terminate or Repair.    Landlord may elect either
to terminate this Lease or to effectuate repairs if: 



	(a)
	The
estimated period for repairing the Casualty exceeds one hundred eighty (180) days from the date of the commencement of the repair;



	(b)
	The
estimated repair cost exceeds the insurance proceeds, if any, available for such repair (not including the deductible, if any, on Landlord's property insurance), plus any amount
that Tenant is obligated or elects to pay for such repair;



	(c)
	The
estimated repair cost of the Premises or the Building, even though covered by insurance, exceeds fifty percent (50%) of the full replacement cost; or



	(d)
	The
Building cannot be restored except in a substantially different structural or architectural form than existed before the Casualty. 




        Section 16.4    Tenant's Option to Terminate.    If Landlord's indicates that the
anticipated period for repairing the Casualty exceeds one hundred and eighty (180) days, Tenant may elect to terminate this Lease by providing written notice to Landlord within ten
(10) business days after receiving Landlord's notice. If Tenant does not elect to terminate within this ten (10) business day period, Tenant shall be considered to have waived the option
to terminate. 


30







 



        Section 16.5    Rent Abatement Due to Casualty.    Landlord and Tenant agree that, if
the Casualty was not the result of the negligence or willful misconduct of Tenant or Tenant's employees, contractors, licensees or invitees, Tenant shall be provided with a proportionate abatement of
Rent based on the Rentable Square Footage of the Premises rendered unusable (due to physical damage to the Premises, the Building Systems or the unavailability of access to the Premises) and not used
by Tenant. That proportional abatement, if any, shall be provided during the period beginning on the later of (a) the date of the Casualty or (b) the date on which Tenant ceases to
occupy the Premises and ending on the date of Substantial Completion of Landlord's restoration obligations as provided in this Article 16. Subject to Section 16.4, the Rent abatement
provided in this Section 16.5 is Tenant's sole remedy due to the occurrence of the Casualty. Landlord shall not be liable to Tenant or any other person or entity for any direct, indirect, or
consequential damage (including but not limited to lost profits of Tenant or loss of or interference with Tenant's business), whether or not caused by the negligence of Landlord or Landlord's
employees, contractors, licensees, or invitees, due to, arising out of, or as a result of the Casualty (including but not limited to the termination of the Lease in connection with the Casualty). 


        Section 16.6    Damage Near End of Term.    Despite any other provision of this
Article 16, if the Premises or the Building is destroyed or damaged by a Casualty during the last twelve (12) months of the Lease Term, Landlord and Tenant each shall have the option to
terminate this Lease by giving written notice to the other of the exercise of that option within thirty (30) days after that damage or destruction, unless Tenant exercises Tenant's Extension
Option provided for in Section 4.5 hereof. 


        Section 16.7    Effective Date of Termination; Rent Apportionment.    If Landlord or
Tenant elects to terminate this Lease under this Article 16 in connection with a Casualty, this termination shall be effective thirty (30) days after delivery of notice of such election.
Tenant shall pay Rent, properly apportioned up to the date of the Casualty. After the effective date of the termination, Landlord and Tenant shall be discharged of all future obligations under this
Lease, except for those provisions that, by their terms, survive the expiration or earlier termination of the Lease. 


 
 

ARTICLE 17
  CONDEMNATION    
    


        Section 17.1    Definition of "Condemnation".    As used in this Lease, the term
"Condemnation" means a permanent taking through (a) the exercise of any government power (by legal proceedings or otherwise), by any public or quasi-public authority or by any other party
having the right of eminent domain (Condemnor) or (b) a voluntary sale or transfer by Landlord to any Condemnor, either under threat of exercise of eminent domain by a Condemnor or while legal
proceedings for condemnation are pending. 


        Section 17.2    Notice of Condemnation.    Landlord shall notify Tenant in writing of
any Condemnation within thirty (30) days the filing of a complaint by Condemnor. 


        Section 17.3    Termination of Lease.    



        17.3.1    Definition of "Termination Date".    The "Termination Date" shall be the earliest of: 



	(a)
	The
date on which Condemnor takes possession of the property that is subject to the Condemnation;



	(b)
	The
date on which title to the property subject to the Condemnation is vested in Condemnor;



	(c)
	If
Landlord elects to terminate pursuant to subsection 17.3.3 hereof, the date on which Landlord requires possession of the property in connection with the Condemnation, as specified
in written notice delivered to Tenant no less than thirty (30) days before that date; or 



31







 



	(d)
	If
Tenant elects to terminate pursuant to subsection 17.3.4 hereof, thirty (30) days after Landlord's receipt of written notice of termination from Tenant. 




        17.3.2    Automatic Termination.    If the Premises are totally taken by Condemnation during the Lease Term, this
Lease shall terminate as of the Termination Date. 


        17.3.3    Landlord's Right to Terminate.    Landlord shall have the option to terminate this Lease by providing thirty
(30) days written notice to Tenant if: 



	(a)
	Ten
percent (10%) or more of the Rentable Square Feet of the Building or the Premises is taken through Condemnation;



	(b)
	Any
portion of the Building or Real Property necessary for Landlord to operate the Building efficiently or economically is taken through Condemnation; or



	(c)
	Any
areas providing access to the Premises or Building are taken through Condemnation. 




        If
Landlord does not elect to terminate under this subsection 17.3.3, Landlord shall, subject to subsection 17.3.4, be obligated to the extent of damages received by Landlord from the
condemnor to restore, to the extent feasible, the Premises or access to the Premises, subject to Landlord's obtaining all necessary approvals, permits and authorizations relating to such work. 



        17.3.4    Tenant's Right to Terminate.    Tenant shall have the option to terminate this Lease by providing thirty
(30) days' written notice to Landlord if one or more of the following are taken through Condemnation: 



	(a)
	Any
portion of the Premises providing that the remaining portion thereof (after reconstruction) would not be reasonably suitable for Tenant to continue its business operations in
substantially the same manner it had prior to Condemnation; or



	(b)
	Any
portion of the Building or adjacent Common Area that provides Tenant with its access to the Premises and that, if taken, would materially affect Tenant's access to the Premises. 




        Tenant's
notice must be given within thirty (30) days after Tenant's receipt of the Condemnation Notice required by Section 17.2. 


        17.3.5    Landlord's Restoration Notice.    Despite Tenant's termination right, this Lease shall continue in full
force and effect if Landlord gives Tenant written notice ("Restoration Notice") within thirty (30) days after the date on which the nature and extent of the Condemnation are finally determined,
stating that: 



	(a)
	Landlord
shall, at Landlord's sole expense, reconfigure the remaining Premises or provide alternative, reasonable access to Tenant so that the area of the Premises shall be
substantially the same after the Condemnation and Tenant shall have reasonable access to the Premises after the Condemnation;



	(b)
	Landlord
shall begin the restoration as soon as reasonably practicable; and



	(c)
	Landlord
has reasonably determined that such restoration can be completed within ninety (90) days after the date of the notice. 




        17.3.6.    Proration of Rent.    If this Lease is terminated under this Article 17, the termination shall be
effective on the Termination Date, and Landlord shall prorate Rent to that date. Tenant shall be obligated to pay Rent for the period up to, but not including, the Termination Date as prorated by
Landlord. Landlord shall return to Tenant prepaid Rent allocable to any period on or after the Termination Date. 


32







 



        Section 17.4    Effect of Condemnation if Lease Is Not Terminated.    If any part of
the Premises is taken by Condemnation and this Lease is not terminated, Rent shall be proportionately reduced based on the Rentable Square Footage of the Premises taken. Landlord and Tenant agree to
enter into an
amendment to this Lease within thirty (30) days after the partial taking, confirming the reduction in Rentable Square Footage of the Premises and the reduction in Rent. If Landlord gives Tenant
a timely Restoration Notice under subsection 17.3.4.2, this Lease shall continue in full force and effect without any reduction of Rent (unless the Premises as restored are smaller than the existing
Premises, in which case Rent shall be proportionately reduced based on the reduced Rentable Square Footage), except that Rent shall be abated for the portion of the Premises not usable by Tenant until
Landlord completes the restoration as provided in the Restoration Notice. 


        Section 17.5    Allocation of Award.    


        17.5.1    Landlord's Right to Award.    Except as provided in subsection 17.5.2, Landlord shall be entitled to receive
all compensation and anything of value awarded, paid, or received in settlement or otherwise in any Condemnation proceeding and Tenant irrevocably assigns and transfers to Landlord all rights to and
interests thereto and fully releases and relinquishes any claim to, right to make a claim on, or interest therein. 



        17.5.2    Tenant's Right to Compensation.    Despite subsection 17.5.1, Tenant shall have the right to make a separate
claim in the Condemnation proceeding, as long as the Award payable to Landlord is not reduced thereby, for: 



	(a)
	The
taking of any of Tenant's personal property or fixtures; and



	(b)
	Relocation
costs. 



 
 

ARTICLE 18
  ASSIGNMENT AND SUBLEASING    
    


        Section 18.1    Restricted Transfers.    


        Section 18.1.1    Consent Required.    Except as otherwise provided by this Article 18, Tenant shall
obtain Landlord's written consent before entering into or permitting any Transfer. Landlord's consent to any
such Transfer shall not be unreasonably withheld or delayed. A "Transfer" consists of any of the following, whether voluntary or involuntary and whether effected by death, operation of law, or
otherwise: 



	(a)
	Any
assignment, mortgage, pledge, encumbrance, or other transfer of any interest in this Lease;



	(b)
	Any
sublease or occupancy of any portion of the Premises by any persons other than Tenant and its employees; and



	(c)
	Any
of the changes (e.g., a change of ownership or reorganization) defined in Section 18.7 if applicable to Tenant. 




Any
person to whom any Transfer is made or sought to be made is a "Transferee". 


        Section 18.1.2    Landlord's Remedies.    If a Transfer fails to comply with this Article 18, it shall
be void and, at the option of Landlord shall constitute a default under this Lease. 


        Section 18.2    Transfer Procedure.    


        Section 18.2.1    Transfer Notice.    Before entering into or permitting any transfer, Tenant shall provide to
Landlord a written notice at least thirty (30) days before the proposed effective date of the Transfer. The notice shall include all of the following: 


33







 



	(a)
	Information
regarding the proposed Transferee, including the name, address, and ownership of Transferee; the nature of Transferee's business; and Transferee's current financial
statements (certified by an officer, a partner, or an owner of Transferee);



	(b)
	All
the terms of the proposed Transfer, including the consideration payable by Transferee; the portion of the Premises that is subject to the Transfer a general description of any
planned alterations or improvements to the Premises; the proposed use; the effective date of the Transfer; a calculation of the "Transfer Premium", as defined in Section 18.4, payable in
connection with the Transfer; and a copy of all documentation concerning the proposed Transfer; and



	(c)
	Any
other information or documentation reasonably requested by Landlord. 




        Section 18.2.2    Landlord Expenses.    Within thirty (30) days after Landlord's written request, Tenant
shall pay as Additional Rent any reasonable legal fees that Landlord incurs in reviewing and processing the Tenant's request. 



        Section 18.2.3    Limits of Consent.    If Landlord consents to any Transfer and does not exercise its rights
under Section 18.5, the following apply: 



	(a)
	Landlord
does not agree to waive or modify the terms and conditions of this Lease.



	(b)
	Landlord
does not consent to any further Transfer by either Tenant or Transferee.



	(c)
	Tenant
remains liable under this Lease, and any guarantor of the Lease remains liable under the guaranty.



	(d)
	Tenant
may enter into that Transfer in accordance with this Article 18 if:



	(1)
	The
Transfer occurs within six (6) months after Landlord's consent (in the event of a sublease of all or a portion of the Premises, the Transfer shall be deemed to have
occurred upon execution of the sublease agreement so long as the Transferee takes possession of and occupies the Premises within nine (9) months following the date of Landlord's consent);



	(2)
	The
Transfer is on substantially the same terms as specified in Tenant's notice; and



	(3)
	Tenant
delivers to Landlord, promptly after execution, an original, executed copy of all documentation pertaining to the Transfer in a form reasonably acceptable to Landlord
(including Transferee's agreement to be subject and subordinate to the Lease and to assume Tenant's obligations under the Lease to the extent applicable). 







        Section 18.3    Landlord's Consent.    



        Section 18.3.1    Reasonable Consent.    Reasonable grounds for Landlord's denying consent to any transfer
shall include any of the following: 



	(a)
	Transferee's
character, reputation, credit history or business is not consistent with the character or quality of the Building;



	(b)
	Transferee's
intended use of the Premises is inconsistent with the Permitted Use or will materially and adversely affect Landlord's interest;



	(c)
	Transferee's
financial condition is or may be inadequate to support the Lease obligations of Transferee under the Transfer documents;



	(d)
	The
Transfer would cause Landlord to violate another lease or agreement to which Landlord is a party or would give a Building tenant the right to cancel its lease; or 



34













  



	(e)
	Transferee
is negotiating with Landlord to lease space in the Building, or has negotiated with Landlord during the three (3) months immediately preceding the Transfer Notice
and vacant space is available within the Building to satisfy such Transferee's space needs; or



	(f)
	Tenant
is in default under the terms of this Lease. 




        Section 18.4    Transfer Premium.    


        Section 18.4.1    Transfer Premium Payment.    As a reasonable condition to Landlord's consent to any Transfer
other than a Permitted Transfer under Section 18.7.2, Tenant shall pay to Landlord, as Additional Rent, fifty percent (50%) of any "Net Profits" that Tenant actually receives from such
Transfer. The term "Net Profits" shall mean the excess of (a) rent payable to Tenant as the result of such Transfer over (b) the rent payable under this Lease, and brokerage commissions,
legal fees, tenant improvement costs and other concessions granted or incurred by Tenant in connection with such Transfer. 


        Section 18.5    Landlord's Option to Recapture Space.    


        Section 18.5.1    Landlord's Recapture Right.    Despite any other provision of this Article 18,
Landlord has the option, by written notice to Tenant within fifteen (I5) days after receiving Tenant's notice of a proposed Transfer other than a Permitted Transfer under Section 18.7.2 or a
sublease of not more than twenty-five percent (25%) of the Premises (in the aggregate) for a term not exceeding five (5) Lease Years, to recapture the Premises by terminating this
Lease as to the portion of the Premises Tenant intends to transfer. If Landlord exercises such termination right, Tenant shall surrender possession of the Premises on the date of the intended transfer
in accordance with the provisions of Section 19.2. 


        Section 18.5.2    Consequences of Recapture.    To determine the new Base Rent under this Lease if Landlord
recaptures any portion of the Premises pursuant to Section 18.5.1, the original Base Rent under the Lease shall be multiplied by a fraction, the numerator of which is the Rentable Square Feet
of the Premises retained by Tenant after Landlord's recapture and the denominator of which is the total Rentable Square Feet of the Premises before Landlord's recapture. Tenant's Share of Additional
Rent
as set forth in Section 1.4(c) shall be reduced to reflect the Rentable Square Feet of the Premises retained by Tenant after Landlord's recapture in relationship to the Rentable Square Feet of
the Premises before Landlord's recapture. This Lease as so amended shall continue thereafter in full force and effect for the remaining Premises only. Either party may require written confirmation of
the amendments to this Lease necessitated by Landlord's recapture. If Landlord recaptures a portion of the Premises pursuant to Section 18.5.1, Landlord shall, at Landlord's sole expense,
construct any partitions required to segregate the subject space from the space retained by Tenant including painting, covering or otherwise decorating the surfaces of the partitions facing the
remaining Premises retained by Tenant. 


        Section 18.6    Right to Collect Rent.    Intentionally
deleted.  


        Section 18.7    Transfers of Ownership Interests and Other Organizational Changes.    



        Section 18.7.1    Change of Ownership: Reorganization.    For purposes of this Article 18, if Tenant is
a closely held corporation (i.e., one whose stock is not publicly held and not traded through an exchange or over the counter), the term "Transfer" also includes: 



	(a)
	The
sale or transfer within a twelve (12) month period of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members
by reason of gift or death), or



	(b)
	The
dissolution, merger, consolidation or other reorganization of Tenant (except as provided in Section 18.7.2) 



35







 





A
Transfer under Article 18 shall not, however, include a sale or transfer described in this Section 18.7.1 if Tenant's Net Worth does not decrease as a result of that sale or transfer
or the Transfer is made in connection with an initial public offering of Tenant's voting shares. 



        Section 18.7.2    Permitted Transfers.    Despite any other provision of this Lease, Landlord's consent is not
required for any Transfer to an Affiliate, as defined in subsection 18.7.3, or to a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization or
government action or to a purchaser of all or a majority of Tenant's stock or assets, as long as the following conditions are met: 



	(a)
	At
least ten (10) business days before the Transfer, Landlord receives written notice of the Transfer (as well as any documents or information reasonably requested by Landlord
regarding the Transfer or Transferee);



	(b)
	The
Transfer is not a subterfuge by Tenant to avoid its obligations under the Lease;



	(c)
	If
the Transfer is an assignment, Transferee assumes in writing all of Tenant's obligations under this Lease relating to the Subject Space; and



	(d)
	Tenant
remains liable under this Lease and any Guarantor remains liable under any Guaranty.



	(e)
	In
the event of any Transfer to a successor entity to Tenant resulting from merger, consolidation, non-bankruptcy reorganization or government action or to a purchaser of
all or a majority of Tenant's stock or assets, the Transferee has a tangible net worth, as evidenced by financial statements delivered to Landlord and certified by an independent certified public
accountant in accordance with generally accepted accounting principles that are consistently applied (Net Worth), sufficient in Landlord's opinion, reasonably exercised, to fulfill the obligations of
Tenant under the Lease. 




        Section 18.7.3    Definition of "Affiliate".    An "Affiliate" means any entity that controls, is controlled
by, or is under common control with Tenant. "Control" means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote
more than fifty percent (50%) of the voting interest in the ordinary direction of the entity's affairs. 


        Section 18.8    Restrictions on Marketing the Space.    Tenant may not market the
Premises to transferees, other than those described in Sections 18.7.1 and 18.7.2 above, at a rate less than the rate then being quoted by Landlord for like space in the building. 


ARTICLE 19

SURRENDER OF PREMISES  


        Section 19.1    Surrender of Premises.    No act of Landlord or its authorized
representatives shall constitute Landlord's acceptance of a surrender of the Premises by Tenant unless that intent is specifically acknowledged in writing signed by Landlord. 


        Section 19.2    Removal of Tenant Property by Tenant.    On the expiration or earlier
termination of the Lease Term, Tenant shall quit the Premises and surrender possession to Landlord free and clear of all tenants and occupants in accordance with this Section 19.2. Tenant shall
leave the Premises, including all Tenant Improvements constructed therein (and any replacements therefor) and any Alterations that may have been installed or placed in or about the Premises (except as
provided in Section 13.6 of this Lease or in subparagraph [d] below) in good order and condition, except for reasonable wear and tear, acts of God, casualties and
condemnation and repairs. On expiration or termination, Tenant shall, without expense to Landlord, remove or cause to be removed from the Premises: 


36







 



	(a)
	All
debris and rubbish;



	(b)
	Any
items of furniture, equipment, freestanding cabinet work and other articles of personal property owned by Tenant;



	(c)
	Any
similar articles of any other persons claiming under Tenant that Landlord, in Landlord's sole discretion, requires to be removed; and



	(d)
	Any
Alterations that Tenant is permitted or required to remove under Article 13. 






Tenant
shall, at Tenant's sole expense, repair all damage or injury that may occur to the Premises or the Building caused by Tenant's removal of those items and shall restore the Premises and Building
to their original condition. 


ARTICLE 20

HOLDING OVER  


        Section 20.1    Holdover Rent.    If Tenant remains in possession of the Premises after
expiration or earlier termination of this Lease with Landlord's express written consent, Tenant's occupancy shall be a tenancy at will at a rent agreed on by Landlord and Tenant but in no event less
than the Base Rent and Additional Rent payable under this Lease during the last full month before the date of expiration or earlier termination of this Lease. The tenancy at will shall be on the terms
and conditions of this Lease except as provided in the preceding sentence. Landlord's acceptance of rent after such holding over with Landlord's written consent shall not result in any other tenancy
or in a renewal of the original term of this Lease. If Tenant remains in possession of the Premises after expiration or earlier termination of this Lease without Landlord's consent, Tenant's continued
possession shall be on the basis of a tenant at sufferance and Tenant shall pay as rent during the holdover period an amount equal to the greater of: 



	(a)
	One
hundred and twenty-five percent (125%) of the fair market rental (as reasonably determined by Landlord) for the Premises; or



	(b)
	One
hundred fifty percent (150%) of the Base Rent and Additional Rent payable under this Lease for the last full month before the date of expiration or termination. 




        Section 20.2    No Consent or Waiver Implied.    Nothing in this Article 20
shall be construed as implied consent by Landlord to any holding over by Tenant. Landlord expressly reserves the right to require Tenant to surrender possession of the Premises to Landlord as provided
in this Lease on expiration or other termination of this Lease. In the event that Tenant fails to surrender the Premises upon such expiration or earlier termination, then Tenant shall indemnify and
hold Landlord harmless against all losses or liability resulting from or arising out of Tenant's failure to surrender the Premises. This includes, but is not limited to, any amounts required to be
paid or damages incurred due to the loss of any tenant or prospective tenant who was to have occupied the Premises after such termination or expiration and any related attorney fees and brokerage
commissions. The provisions of this Article 20 shall not be considered to limit or constitute a waiver of any other rights or remedies of Landlord provided in this Lease or at law and shall
survive the expiration or earlier termination of this Lease. 


ARTICLE 21

ESTOPPEL CERTIFICATES  


        Section 21.1    Tenant's Obligation to Provide Estoppel Certificates.    Within fifteen
(15) days after receipt of a written request by Landlord, Tenant shall execute and deliver to Landlord an estoppel certificate, certifying (a) that the Lease is unmodified and in full
force and effect, (b) the Lease 


37







 

Commencement
Date and the Lease Termination Date, (c) the dates to which Rent has been paid, and (d) that there are no uncured defaults by Landlord. Tenant may indicate in the
certificate any exceptions to the statements in the certificate that may exist at that time. The certificate shall also contain any other information reasonably requested by Landlord or any existing
or prospective lender, mortgagee or purchaser of the Building. 


        Section 21.2    Additional Requested Documents or Instruments.    Within fifteen
(15) days after receipt of a written request by Landlord, Tenant shall execute and deliver whatever other documents or instruments may be reasonably required for sale or financing purposes,
including (if requested by Landlord) a current financial statement and financial statements for the two (2) years preceding the current financial statement year. Those statements shall be
prepared in accordance with generally accepted accounting principles and shall be audited by an independent certified public accountant. 


        Section 21.3    Failure to Deliver.    Tenant's failure to execute or deliver an
estoppel certificate or other document or instrument required under this Article 21 in a timely manner shall be a material breach of this Lease. 


ARTICLE 22

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT  


        Section 22.1    Automatic Subordination.    Tenant agrees that this Lease shall be
subject and subordinate to: 



	(a)
	The
lien of any mortgages, deeds of trust or other encumbrances ("Encumbrances") of the Building and Real Property;



	(b)
	All
present and future ground or underlying leases ("Underlying Leases") of the Building and Real Property now or hereafter in force against the Building and Real Property;



	(c)
	All
renewals, extensions, modifications, consolidations and replacements of the items described in subparagraphs (a) and (b); and



	(d)
	All
advances made or hereafter to be made on the security of the Encumbrances. 




Despite
any other provision of this Article 22, any Encumbrance holder or lessor may elect that this Lease shall be senior to and have priority over that Encumbrance or Underlying Lease whether
this Lease is dated before or after the date of the Encumbrance or Underlying Lease. 


        Section 22.2    Subordination Agreement.    Tenant shall, within fifteen
(15) days after receipt of Landlord's written request, execute any instruments or assurances in recordable form that Landlord reasonably considers necessary to evidence or confirm the
subordination of this Lease to any Encumbrances or Underlying Leases; provided that the holder of each such Encumbrance or the lessor of such Underlying Lease shall agree to recognize the rights of
Tenant to use and occupy the Premises upon the payment of Rent under this Lease and the performance by Tenant of Tenant's obligations under this Lease. Tenant's failure to execute or deliver
instruments or assurances required under this Article Section 22.2 in a timely manner shall be a material breach of this Lease. 


        Section 22.3    Attornment.    Tenant covenants and agrees to attorn to the transferee
of Landlord's interest in the Real Property by foreclosure, deed in lieu of foreclosure, exercise of any remedy provided in any Encumbrance or Underlying Lease, or operation of law (without any
deductions or setoffs), if requested to do so by the transferee, and to recognize the transferee as the lessor under this Lease. The transferee shall not be liable for: 



	(a)
	Any
acts, omissions or defaults of Landlord that occurred before the sale or conveyance; or



	(b)
	The
return of any Security Deposit except for deposits actually paid to the transferee. 



38








 




ARTICLE 23

DEFAULTS AND REMEDIES  


        Section 23.1    Tenant's Default.    The occurrence of any of the following shall
constitute a default by Tenant under this Lease: 



	(a)
	Tenant's
failure to pay when due any Rent or other amount required to be paid under this Lease and such failure continues for five (5) days following written notice from
Landlord to Tenant; provided, however, that should Tenant fail to pay Base Rent when due on two (2) occasions within a twelve (12) month period, for a period of twenty-four
(24) months thereafter, Tenant's failure to pay Base Rent when due shall constitute a default by Tenant under this Lease if such failure continues for five (5) days after the same is due
without the necessity of Landlord giving written notice of such failure as herein provided;



	(b)
	Tenant's
failure to perform or observe any other term, condition, covenant or obligation contained in this Lease if the failure continues for fifteen (15) days after written
notice thereof from Landlord to Tenant unless such default shall be of such a nature that the same cannot be cured within such fifteen (15) day period in which event Tenant's failure shall
constitute a default unless Tenant undertakes to cure the failure within fifteen (15) days after such notice and diligently and continuously attempts to complete the cure as soon as reasonably
possible;



	(c)
	To
the extent permitted by law:



	(i)
	A
general assignment by Tenant or any guarantor of the Lease for the benefit of creditors;



	(ii)
	The
filing by or against Tenant, or any guarantor, of any proceeding under an insolvency or bankruptcy law, unless (in the case of an involuntary proceeding) the
proceeding is dismissed within sixty (60) days;



	(iii)
	The
appointment of a trustee or receiver to take possession of all or substantially all the assets of Tenant or any guarantor, unless possession is unconditionally
restored to Tenant or that guarantor within thirty (30) days and the trusteeship or receivership is dissolved;



	(iv)
	Any
execution or other judicially authorized seizure of all or substantially all the assets of Tenant located on the Premises, or of Tenant's interest in this Lease,
unless that seizure is discharged within thirty (30) days; 







        Section 23.2    Landlord's Remedies on Tenant's Default.    On the occurrence of a
default by Tenant, or at any time thereafter while such default remains uncured, Landlord shall have the right to pursue any one or more of the following remedies in addition to any other remedies now
or later available to Landlord at law or in equity. These remedies are not exclusive but cumulative. 


        23.2.1    Right to Bring Suit.    Landlord may bring suit for damages or specific performance, for the collection of
unpaid Rent or for the performance of any term, condition, covenant or obligation to be performed by Tenant under this Lease (or to recover any costs incurred by Landlord in performing any obligation
on behalf of Tenant pursuant to Article 24 of this Lease) all either without entering into possession of the Premises or terminating this Lease. 


        23.2.2    Right to Reenter.    Landlord, without demand or notice, and with or without having terminated the Lease,
(a) reenter the Premises and remove Tenant and all goods, chattels, fixtures, furniture, office equipment and other personal property of Tenant therefrom and to store such property in a public
warehouse or elsewhere at the cost of and for the account of Tenant, and (b) alter locks or other security devices at the Premise, without evidence of notice or resort to legal process and
without 


39







 



being
deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby. To the fullest extent permitted by law, Tenant hereby waives claims for damages by reason of
Landlord's reentry, repossession, removal of personal property or alteration of locks and other security devices. Landlord may, without further notice to Tenant, sell such property of Tenant whether
exempt or not from sale under execution or attachment (it being agreed that such property shall at all times be bound with a lien in favor of Landlord and shall be chargeable for all Rent and for the
fulfillment of the other terms, conditions, covenants and obligations contained in the Lease) and shall apply the proceeds: first, to the payment of all costs and expenses of conducting the sale or
caring for or storing said property; second, to the payment of all Rent which may be or may become due from Tenant to Landlord; third, to the payment of any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform obligations under this Lease, including brokerage commissions and advertising expenses, expenses of remodeling the
Premises for a new tenant (whether for the same or a different use), and any special concessions made to obtain a new tenant; and, fifth, to pay the remaining balance, if any, to Tenant. 



        23.2.3    Termination of Lease.    Landlord may terminate this Lease by written notice to Tenant and recover
possession of the Premises. Tenant acknowledges that the foregoing default notice is in lieu of, and in substitution for, any statutory notice to terminate, vacate or quit the Premises. Once Landlord
has terminated this Lease, Tenant shall immediately surrender the Premises to Landlord. 


        23.2.3.1    Continuing Obligation of Tenant.    Tenant covenants and agrees, as an additional and independent
obligation notwithstanding such termination, to pay and be liable for, on the days fixed herein for payment thereof, amounts equal to the Rent which Tenant would, under the terms of this Lease, have
become liable for had this Lease not been terminated, and to pay within fifteen (15) days of such termination an amount equal to the Rent that would have been due and payable by Tenant but for
any Rent concessions (such as free Rent, reduced Rent and the like), but in the event the Premises or any portion thereof shall be relet by the Landlord, the Tenant shall be entitled to a credit in
the net amount of the Rent received by Landlord in reletting the Premises after deducting any amount necessary to compensate Landlord for all expenses incurred by Landlord proximately caused by
Tenant's failure to perform obligations under this Lease, expenses incurred in reletting the Premises (including, without limitation, advertising expenses, expenses of remodeling the Premises for a
new tenant [whether for the same or a different use], remodeling and fixturing allowances, attorney fees, brokerage commissions and the like), and any expenses incurred by
Landlord in collecting the Rent in connection therewith. 


        23.2.3.2    Reletting of Premises.    If the Landlord relets the whole or any part of the Premises from time to time,
such reletting may be at such rental rates and upon such conditions (which may include free rent periods, remodeling and fixturing allowances, and other concessions) as Landlord in its sole discretion
may determine. Landlord shall in no way event be liable for refusal or failure to relet the whole or any part of the Premises, or in the event of any reletting the failure to collect any Rent due upon
reletting, and no such failures or refusals shall operate to relieve Tenant from any liability hereunder. Amounts received by Landlord after reletting and for the remainder of what would have been the
Lease Term had Tenant fully complied with the terms of this Lease (and no other special event allowing termination had occurred) shall first be applied against Landlord's expenses (as set forth in
Section 23.2.3.1), until the same are recovered, and until such recovery Tenant shall pay, as of each day a payment would fall due under this Lease, the amount which the Tenant is obligated to
pay under the terms of this Lease (Tenant's liability prior to any such reletting and any such recovery not in any way to be diminished as a result of the fact that such reletting might be for a Rent
higher than the Rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received for reletting by the Landlord as have not previously been applied shall
be credited against the Tenant's obligations as of each day when a payment would fall due under this Lease, with any balance to be kept by Landlord. 


40









  




        23.2.3.3    Rent Acceleration.    As an alternative, at the election of Landlord made at any time after such
termination, the Tenant shall pay to Landlord within fifteen (15) days of billing therefore as liquidated damages, and whether or not Landlord has received any payments under
Section 23.2.3.1, an amount equal to: (a) any amounts which were due prior to the date of such termination; plus (b) an amount equal to the Rent that would have been due and
payable by Tenant under this Lease but for any rent concessions (such as free Rent reduced Rent and the like); plus (c) the present value, discounted at the discount rate of the Federal Reserve
Bank of Boston at the time of such demand plus one percent (1%) of the difference between (i) all Rent which would have been payable from the date of termination of the Lease until what would
have been the last day of the Lease Term had Tenant fully complied with the terms of this Lease (and no other special event allowing termination had occurred), less (ii) the fair rental value
of the Premises for the same period; plus (d) an amount necessary to compensate Landlord for all expenses incurred by Landlord proximately caused by Tenant's failure to perform obligations
under this Lease, including brokerage commissions and advertising expenses, expenses of remodeling the Premises for a new tenant (whether for the same or a different use), and any special concessions
made to obtain a new tenant; less (e) payments made by Tenant pursuant to Section 23.2.3.1. For the purpose of this Section 23.2.3.3, if the Landlord elects to accelerate the
payment of Rent in accordance with the terms hereof, the total Rent shall be calculated assuming that Tenant's Share of Direct Expenses for each Expense Year included within the balance of the
unexpired Lease Term would be an amount equal to Tenant's Share of Direct Expenses for the Expense Year immediately preceding the exercise by Landlord of its election hereunder. 


        Section 23.3    Form of Payment After Default.    If Tenant fails to pay Rent or any
other amount due under this Lease within five (5) days after the due date or if Tenant draws a check on an account with insufficient funds, Landlord shall have the right to require that any
subsequent amounts paid by Tenant to Landlord under this Lease (to cure a default or otherwise) be paid by a cashier's or certified check drawn on an institution acceptable to Landlord, or other form
of payment approved by Landlord despite any prior practice of accepting payments in a different form. 


        Section 23.4    Acceptance of Rent Without Waiving Rights.    Under Article 26,
Landlord may accept Tenant's payments without waiving any rights under this Lease, including rights under a previously served notice of default. If Landlord accepts payments after serving a notice of
default, Landlord may nevertheless commence and pursue an action to enforce rights and remedies under the previously served notice of default. 



        Section 23.5    Tenant's Remedies on Landlord's Default.    Landlord shall in no event
be in default in the performance or observation of any of Landlord's obligations under this Lease unless and until Landlord shall have failed to perform such obligations within thirty
(30) days, or such additional tine as is reasonably necessary to promptly and diligently cure any such default, after written notice from Tenant giving in reasonable detail the nature and
extent of the alleged default and identifying the lease provision(s) containing Landlord's obligations. To the fullest extent permitted by law, Tenant hereby
waives any right to terminate this Lease, to vacate the Premises, to make any repairs or perform any acts at Landlord's expense or to withhold, setoff against or make any deduction from Rent payable
by Tenant hereunder in the event of Landlord's default under this Lease except and to the extent that such rights are expressly granted to Tenant by the terms of this Lease. Tenant's sole remedy on
Landlord's default is an action for damages or injunctive or declaratory relief provided that notice is first given to Landlord and any lender of whose address Tenant has been notified, and an
opportunity is granted to Landlord and that lender to correct those violations as provided herein and in Section 23.6. 


        Section 23.6    Notice of Default; Right to Cure.    If notified in writing of the
identity and address of Landlord's lender or ground or underlying lessor, Tenant agrees to give written notice of any default by Landlord to that lender or ground of underlying lessor. Tenant agrees
that, before it exercises any 


41







 



rights
or remedies under the Lease, the lender or lessor shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an
additional thirty (30) days. Tenant agrees that this cure period shall be extended by the time necessary for the lender to begin foreclosure proceedings and to obtain possession of the Building
or Real Property, as applicable. 


 
 

ARTICLE 24
  LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS    
    


        Section 24.1    Landlord's Right to Perform Tenant's Obligations.    All obligations to
be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant's failure to perform an obligation continues for fifteen (15) days after notice
to Tenant, Landlord may perform the obligation on Tenant's behalf, without waiving Landlord's rights for Tenant's failure to perform any obligations under this Lease and without releasing Tenant from
such obligations. The cure period provided herein shall not apply in the event of an emergency in which event Landlord may perform such obligations on Tenant's behalf after reasonable notice which may
be given by telephone, fax or Email. 


        Section 24.2    Reimbursement by Tenant.    Within fifteen (15) days after
receiving a statement from Landlord, Tenant shall pay to Landlord the amount of expense reasonably incurred by Landlord, under Section 24.1, in performing Tenant's obligation. 


 
 

ARTICLE 25
  LATE PAYMENTS    
    


        Section 25.1    Late Charges.    If any Rent payment is not received by Landlord or
Landlord's designee within five (5) days after that Rent is due, Tenant shall pay to Landlord a late charge equal to five percent (5%) of the Rent payment which is past due as liquidated
damages, in lieu of actual damages (other than interest under Section 25.2 and attorney fees and costs under Article 28). The parties agree that this late charge represents a reasonable
estimate of the expenses that Landlord will incur because of any late payment of Rent (other than interest and attorney fees and costs). Landlord's acceptance of any liquidated damages shall not
constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the rights and remedies available to Landlord under this Lease. Tenant shall pay
the late charge as Additional Rent with the next installment of Rent. 


        Section 25.2    Interest.    If any Rent payment is not received by Landlord or
Landlord's designee within five (5) days after that Rent is due, Tenant shall pay to Landlord interest on the past-due amount, from the date due until paid, at the rate of five
percent (5%) above the prime interest rate then in effect at Fleet Bank, Boston, Massachusetts per year. Despite any other provision of this Lease, the total liability for interest payments shall not
exceed the limits, if any, imposed by the usury laws of the Commonwealth of Massachusetts. Any interest paid in excess of those limits shall be refunded to Tenant by application of the amount of
excess interest paid against any sums outstanding in any order that Landlord requires. If the amount of excess interest paid exceeds the sums outstanding, the portion exceeding those sums shall be
refunded in cash to Tenant by Landlord. To ascertain whether any interest payable exceeds the limits imposed, any non-principal payment (including late charges) shall be considered to the
extent permitted by law to be an expense or a fee, premium, or penalty rather than interest. 


42







 


 
 

ARTICLE 26
  NON-WAIVER    
    


        Section 26.1    Non-waiver.    No waiver of any provision of this Lease
shall be implied by any failure of Landlord to enforce any remedy for the violation of that provision, even if that violation continues or is repeated. Any waiver by Landlord of any provision of this
Lease must be in writing.
Such written waiver shall affect only the provision specified and only for the time and in the manner stated in the writing. 


        Section 26.2    Acceptance and Application of Payment; Not Accord and
Satisfaction.    No receipt by Landlord of a lesser payment than the Rent required under this Lease shall be considered to be other than on account of the earliest
amount due, and no endorsement or statement on any check or letter accompanying a payment or check shall be considered an accord and satisfaction. Landlord may accept checks or payments without
prejudice to Landlord's right to recover all amounts due and pursue all other remedies provided for in this Lease. 


        Landlord's
receipt of monies from Tenant after giving notice to Tenant terminating this Lease shall in no way reinstate, continue, or extend the Lease Term or affect the Termination
Notice given by Landlord before the receipt of those monies. After serving notice terminating this Lease, filing an action, or obtaining final judgment for possession of the Premises, Landlord may
receive and collect any Rent due, and the payment of that Rent shall not waive or affect such prior notice, action, or judgment. 


 
 

ARTICLE 27
  ATTORNEY FEES AND COSTS    
    


        If either party undertakes litigation against the other party arising out of or in connection with this Lease, the prevailing party shall be entitled to recover
from the other party reasonable attorney fees and court costs incurred. 


 
 

ARTICLE 28
  LANDLORD'S ACCESS TO PREMISES    
    


        Section 28.1    Landlord's Access to Premises.    Landlord and its agents shall have
the right at all reasonable times and after reasonable notice to enter the Premises to inspect the Premises, show the Premises to prospective purchasers, mortgagees or tenants (during the last twelve
[12] months of the Term) or to ground lessors or underlying lessors or upon prior notice to Tenant (except in the event of an emergency) to make repairs, replacements,
alterations, or improvements to the Premises or Building that Landlord considers necessary or desirable. 


        Despite
any other provision of this Article 28, Landlord may enter the Premises as elsewhere provided in this Lease at any time to perform or provide those services required to be
performed or provided by Landlord pursuant to Article II, take possession due to any breach of this Lease; or perform any covenants of Tenant that Tenant fails to perform. 



        Section 28.2    Tenant's Waiver.    Landlord may enter the Premises without the
abatement of Rent and may take steps to accomplish the stated purposes, provided that Landlord shall use commercially reasonable efforts to cause the least possible interference to Tenant and Tenant's
use of the Premises. Tenant waives any claims for damages caused by Landlord's entry, including damage claims for injuries, inconvenience to or interference with Tenant's business, lost profits and
loss of occupancy or quiet enjoyment of the Premises. 


        Section 28.3    Method of Entry.    For entry as permitted by this Article 28,
Landlord shall at all times have a key or, if applicable, a card key with which to unlock all the doors in the Premises, 


43







 



excluding
Tenant's vaults, safes, and special security areas designated. In an emergency situation, Landlord shall have the right to use any means that Landlord considers proper to open the doors in
and to the Premises. Any such entry into the Premises by Landlord shall not be considered a forcible or unlawful entry into, or a detainer of, the Premises or an actual or constructive eviction of
Tenant from any portion of the Premises. 


 
 

ARTICLE 29
  SIGNS    
    


        Section 29.1    Building Name; Landlord's Signage Rights.    Landlord may at any time
change the name of the Building and install, affix and maintain all signs on the exterior and interior of the Building as Landlord may, in Landlord's sole discretion, desire. Tenant shall not have or
acquire any property right or interest in the name of the Building. Tenant may use the name of the Building or pictures or illustrations of the Building in advertising or other publicity during the
Lease Term. Tenant shall have the right, notwithstanding any other provisions of this Article 29t, at its sole cost and expense, to install a sign on the exterior of the Building which will be
limited to Tenant's name and established publicly-recognized logo. The dimensions, material, color, design, content, location and method of fastening to the Building shall be subject to the review of
Landlord's Architect and to landlord's written approval which approval shall not be unreasonably withheld or delayed. 



        Section 29.2    Tenant's Signage Rights within Building.    


        29.2.1    Single-Tenant Floor.    If the Premises comprise an entire floor of the Building, Tenant may, at Tenant's
sole expense, install identification signs (including its logo) anywhere in the Premises, including the elevator lobby of the Premises, subject to the following requirements: 



	(a)
	Tenant
must obtain Landlord's prior written approval for such signs, which Landlord may, in Landlord's reasonable discretion, grant or deny;



	(b)
	All
signs must be in keeping with the quality, design and style of the Building; and



	(c)
	No
sign may be visible from the exterior of the Building. 




Notwithstanding
the foregoing, Landlord shall have the right, in its sole discretion, to grant or deny Tenant signage (other than as provided in Section 29.2.4) in the elevator lobby, corridors
and other common areas located on the ground floor of the Building. 



        29.2.2    Multi-Tenant Floor.    If other tenants occupy space on the floor on which the Premises are located,
Tenant's identifying signs shall be provided by Landlord at Tenant's expense. The signs shall be comparable to those used by Landlord for other similar floors in the Building and shall comply with
Landlord's Building standard signage program. 


        29.2.3    Prohibited Signs and Other Items.    Tenant may not display any signs on the exterior or roof of the
Building or in the common areas of the Building or the Real Property. Tenant may not install or display any signs, window coverings, blinds (even if located behind the Landlord-approved window
coverings for the Building), or other items visible from the exterior of the Premises without Landlord's prior written approval, which Landlord may, in Landlord's sole discretion, grant or withhold.
Any signs, notices, logos, pictures, names or advertisements that are installed by or for Tenant without Landlord's approval may be removed without notice by Landlord at Tenant's expense. 


        29.2.4    Lobby Directory.    Landlord shall provide and maintain a directory on the ground floor of the Building
exclusively for the display of the names and suite numbers of tenants in the building. Tenant is entitled to display its trade name in the directory without any expense to Tenant. 



        29.2.5    Floor Directories.    If other tenants occupy space on the floor on which the Premises are located, Landlord
shall provide and maintain a directory in the elevator lobby of that floor (other than the ground floor) for the display of the names and suite numbers of tenants on the floor. 


44







 
 
 

ARTICLE 30
  MISCELLANEOUS    
    


        Section 30.1    Captions.    The captions of articles and sections and the table of
contents of this Lease are for convenience only and have no effect on the interpretation of the provisions of this Lease. 



        Section 30.2    Word Usage.    Unless the context clearly requires otherwise: 



	(a)
	The
plural and singular numbers shall each be considered to include the other;



	(b)
	The
masculine, feminine and neuter genders shall each be considered to include the others;



	(c)
	"Shall",
"will", "must", "agrees" and "covenants" are each mandatory;



	(d)
	"May"
is permissive;



	(e)
	"Or"
is not exclusive; and



	(f)
	"Includes"
and "including" are not limiting. 




        Section 30.3    Counting Days.    Days shall be counted by excluding the first day and
including the last day. If the last day is a Saturday, Sunday or Holiday, it shall be excluded. Any act required by this Lease to be performed by a certain day shall be timely performed if completed
before 11:59 p.m. local time on that date. If the day for performance of any obligation under this Lease is a Saturday, Sunday or Holiday, the time for performance of that obligation shall be
extended to 11:59 p.m. local time on the first following date that is not a Saturday, Sunday or Holiday. 


        Section 30.4    Entire Agreement; Amendments.    This Lease and all exhibits, schedules
and addenda referred to in Section 30.5 constitute the final, complete and exclusive statement of the terms of the agreement between Landlord and Tenant pertaining to Tenant's lease of space in
the Building and supersedes all prior and contemporaneous understandings or agreements of the parties. Tenant has not been induced to enter into this Lease by, and is not relying on, any
representation or warranty outside those expressly set forth in this Lease. This Lease may be amended only by an agreement in writing signed by Landlord and Tenant. 


        Section 30.5    Exhibits.    The Exhibits, Schedules and Addenda, if applicable,
attached to this Lease are a part of this Lease and incorporated herein by reference. 


        Section 30.6    Reasonableness and Good Faith.    Except as limited elsewhere in this
Lease, whenever this Lease requires Landlord or Tenant to give its consent or approval to any action on the part of the other, such consent or approval shall not be unreasonably withheld or delayed. 


        Subject 30.7    Partial Invalidity.    If a court or arbitrator of competent jurisdiction
holds any Lease clause to be invalid or unenforceable in whole or in part for any reason, the validity and enforceability of the remaining clauses, or portions of them, shall not be affected. 


        Section 30.8    Binding Effect.    Subject to Article 18 and Sections 30.16 and
30.17, this Lease shall bind and benefit the parties to this Lease and their legal representatives and successors in interest. 


        Section 30.9    Independent Covenants.    This Lease shall be construed as though the
covenants between Landlord and Tenant are independent and not dependent. Tenant expressly waives the benefit of any statute to the contrary. 


        Section 30.10    Governing Law.    This Lease shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts. 


        Section 30.11    Notices.    All notices (including requests, demands, approvals, or
other communications) under this Lease shall be in writing. 


45







 



        30.11.1    Method of Delivery.    Notice shall be sufficiently given for all purposes as follows: 



	(a)
	When
personally delivered to the recipient, notice is effective on delivery.



	(b)
	When
mailed by registered or certified mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt;



	(c)
	When
delivered by a commercially recognized overnight courier service with charges prepaid or charged to the sender's account, notice is effective on delivery if delivery is confirmed
by the delivery service; or



	(d)
	When
sent by fax to the last fax number of the recipient known to the party giving notice, notice is effective on receipt as long as (i) a duplicate copy of the notice is
promptly given by first-class or certified mail or by overnight delivery or (ii) the receiving party delivers a written confirmation of receipt. Any notice given by telex or fax shall be
considered to have been received on the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-business day. 




        30.11.2    Refused.    Unclaimed or Undeliverable Notices. Any correctly addressed notice that is refused, unclaimed,
or undeliverable because of an act or omission of the party to be notified shall be considered to be effective as of the first date that the notice was refused, unclaimed, or considered undeliverable
by the postal authorities, messenger or overnight delivery service. 



        30.11.3    Addresses.    Addresses for purposes of giving notice are set forth in Section 1.7 of the Summary of
Basic Lease Information. Either party may change its address or fax number by giving the other party notice of the change in any manner permitted by this Section 30.11. 


        Section 30.12    Force Majeure.    If performance by a party of any portion of this
Lease is made impossible by any prevention, delay or stoppage caused by strikes; lockouts; labor disputes; acts of God; inability to obtain services, labor, or materials or reasonable substitutes for
those items; government actions; civil commotions; fire or other casualty; or other causes beyond the reasonable control of the party obligated to perform, performance by that party for a period equal
to the period of that prevention, delay or stoppage is excused. Tenant's obligation to pay Rent, however, is not excused by this Section 30.12. 


        Section 30.13    Time of the Essence.    Time is of the essence of this Lease and each
of its provisions. 


        Section 30.14    Modifications Required by Landlord's Lender.    If any lender of
Landlord or ground lessor of the Real Property requires a modification of this Lease that will not increase Tenant's cost or expense or materially or adversely change Tenant's rights and obligations,
this Lease shall be so modified and Tenant shall execute whatever documents are required and deliver them to Landlord within fifteen (15) business days after the request. 


        Section 30.15    Recording; Memorandum of Lease.    Except as provided in this
Section 30.15, neither this Lease nor any memorandum, affidavit or other writing relating to this Lease may be recorded by Tenant or anyone acting through, under, or on behalf of Tenant.
Recordation in violation of this provision constitutes an act of default by Tenant. Each party agrees, on the request of the other, to execute and acknowledge before a notary public, a statutory short
form of Lease for recordation, containing (among other customary provisions) the names of the parties and a description of the Premises and the Lease Term. In the event of a termination of this Lease,
Tenant agrees to execute a recordable instrument setting forth the fact of and the date of such termination 


        Section 30.16    Liability of Landlord.    Except as otherwise provided in this Lease
or applicable law, for any breach of this Lease the liability of Landlord (including all persons and entities that comprise Landlord, and any successor landlord) and any recourse by Tenant against
Landlord shall be limited to the interest of Landlord and Landlord's successors in interest in and to the Building and Real Property. On behalf of itself and all persons claiming by, through or under
Tenant, Tenant expressly waives and releases Landlord from any personal liability for breach of this Lease. 


46









           Section 30.17    Transfer of Landlord's Interest.    Landlord has the
right to transfer
all or part of its interest in the Building and Real Property and in this Lease. On such a transfer, Landlord shall automatically be released from all liability accruing under this Lease, and Tenant
shall look solely to that transferee for the performance of Landlord's obligations under this Lease after the date of transfer, subject to Section 7.2. Landlord may assign its interest in this
Lease to a mortgage lender as additional security. This assignment shall not release Landlord from its obligations under this Lease, and Tenant shall continue to look to Landlord for the performance
of its obligations under this Lease. 


        Section 30.18    Joint and Several Obligations of Tenant.    If more than one
individual or entity comprises Tenant, the obligations imposed on each individual or entity that comprises Tenant under this Lease shall be joint and several. 


        Section 30.19    Submission of Lease.    Submission of this document for examination or
signature by the parties does not constitute an option or offer to lease the Premises on the terms in this document or a reservation of the Premises in favor of Tenant. This document is not effective
as a lease or otherwise until executed and delivered by both Landlord and Tenant. 


        Section 30.20    Legal Authority.    


        30.20.1    Corporate Authority.    If Tenant is a corporation: 



	(a)
	Each
individual executing this Lease on behalf of that corporation represents and warrants that each of them is authorized to execute and deliver this Lease on behalf of that
corporation and that this Lease is binding on that corporation in accordance with its terms. 




        30.20.2    Partnership Authority.    If Tenant is a partnership, each individual executing this Lease on behalf of the
partnership represents and warrants that: 



	(a)
	The
individual(s) is/are duly authorized to execute and deliver this Lease on behalf of the partnership in accordance with the partnership agreement, or an amendment to the
partnership agreement, now in effect;



	(b)
	This
Lease is binding on that partnership in accordance with its terms; and



	(c)
	The
partnership is a duly organized and legally existing partnership and has filed all certificates required by law. 





        30.20.3    Limited Liability Company Authority.    If Tenant is a limited liability company, each individual executing
this Lease on behalf of that company represents and warrants that: 



	(a)
	The
individual(s) executing this Lease on behalf of the company has/have full power and authority under the company's governing documents to execute and deliver this Lease in the name
of and on behalf of the company and to cause the company to perform its obligations under this Lease;



	(b)
	The
company is a limited liability company duly organized and validly existing under the laws of the State of its formation; and



	(c)
	The
company has the power and authority under applicable law and its governing documents to execute and deliver this Lease and to perform its obligations under this Lease. 




        Section 30.21    Right to Lease.    Landlord reserves the absolute right to contract
with any other person or entity to be a tenant in the Building as Landlord, in Landlord's sole business judgment, determines best to promote the interests of the Building. Tenant does not rely on the
expectation, and Landlord does not represent, that any specific tenant or type or number of tenants will, during the Lease Term, occupy any space in the Building. 


47







 



        Section 30.22    Brokers.    Landlord and Tenant each represents to the other that it
has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, except for the real estate brokers or agents specified in Summary of Basic Lease Information
Section 1.8 ("Brokers") and that they know of no other real estate broker or agent who is entitled to a commission or finder's fee in connection with this Lease. Each party shall indemnify,
protect, defend and hold harmless the other party against all claims, demands, losses, liabilities, lawsuits, judgments and costs and expenses (including reasonable attorney fees) for any leasing
commission, finder's fee, or equivalent compensation alleged to be owing on account of the indemnifying party's dealings with any real estate broker or agent other than the Brokers. The terms of this
Section 30.22 shall survive the expiration or earlier termination of the Lease Term. 


        IN
WITNESS WHEREOF, Landlord and Tenant have executed this lease as a sealed instrument as of the day and year first above written. 



	 	 	LANDLORD:
	    	 	 	 	 
	 	 	NORTH TEWKSBURY COMMONS, L.L.C.

a Massachusetts limited liability company
	    	 	 	 	 
	 	 	By:	 	/s/  JAMES T. CHADWICK      
 Name:  James T. Chadwick

Title:    Member
	    	 	 	 	 
	    	 	 	 	 
	    	 	 	 	 
	 	 	TENANT:
	    	 	 	 	 
	 	 	NETWORK APPLIANCE, INC.

a California corporation
	    	 	 	 	 
	    	 	 	 	 
	    	 	 	 	 
	 	 	By:	 	/s/  THOM BRYANT      
 Name: Thom Bryant

Title: VP W/R




48










  









  









 
 

Exhibit C    
    
    TENANT WORK LETTER    



        This
Tenant Work Letter shall set forth the terms and conditions relating to the construction of the Tenant Improvements in the Premises. This Tenant Work Letter is essentially organized
chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction. All references in this Tenant Work Letter to
Articles or Sections of "the Lease" shall mean the relevant portion of Office Lease to which this Tenant Work Letter is attached as Exhibit C and of which this Tenant Work Letter forms a part. 


 
 

Section 1    
    
    Landlord's Initial Construction In The Premises    
    


        Landlord has constructed, or will construct, at its sole cost and expense, in accordance with all applicable codes and laws as of the Lease Commencement Date the
base building consisting of (i) the Building Structure (ii) the Building Systems (iii) the Core Improvements, and (iv) Landlord's Premises Work (collectively, the "Base
Building"). The Base Building shall include the following items. 


        1.1    Building Structure.    



        1.1.1    Structural System.    Design load capabilities shall be as follows: Concrete floor with trowelled finish,
smooth and level. First floor to be slab on grade; second and third floors-one hundred (100) pounds per square foot live load. The floor-to-floor height will be 13'4"
allowing for an approximately 9'0" finished ceiling height. Typical bay spacing is 25'0" × 30'0". 


        1.1.2    Exterior Materials    


	
(a)
	Exterior Walls:    Brick veneer with split face block feature strips, light gauge initial framing and gypsum
sheathing back-up. All exterior wall insulation shall conform to a Thermal Resistance Rating (R-value) of 19.



	
(b)
	Window System:    Horizontal strip windows shall be Kawneer SM4OOT and shall consist of 4.5" deep thermally
broken, colored anodized aluminum with 1" factory-sealed, clear insulating glass. Window height is to be 6'0".The full-height glazed curtain wall systems shall be Kawneer 1600 and shall
consist of 2" × 6" colored anodized aluminum with 1" factory-sealed clear insulating glass            



	
(c)
	Entrances:    Glazed entrance doors shall be Kawneer Narrow Style with colored anodized aluminum framing. The
doors shall be fully equipped with push-pulls, ADA approved closures, thresholds, locks and cylinder.



	
(d)
	Roof:    The roof shall consist of a Factory Mutual approved 0.060 non-reinforced
single-ply fully-adhered EPDM membrane over mechanically-fastened 2.8" polysocyanurate insulation providing an "R" value of approximately 20. 




        1.2    Building Systems.    



        1.2.1    Elevators.    Two (2) three 3-stop hydraulic, 125 FPM passenger elevators: (i) one
3500 pound capacity with inside cab dimensions of approximately 5'5" × 6'8, and (ii) one 2500 pound capacity with inside cab dimensions of approximately
4'3" × 6'8". The hoistway door opening is to be approximately 3'6" × 7'0".Interior cab finishes of elevators are to include front panel, hand rail
and ceiling, painted frames and plastic laminate side wall panels. 


        1.2.2    Heating, Ventilation and Air Conditioning (HVAC).    Two (2) 90-ton rooftop packaged
electric cooling, gas heating variable air volume units to serve the Core Improvements and the future Tenant spaces. The heating system is designed to maintain 72°F when the outside
temperature is 0°F. The air-conditioning system is designed to maintain 78°F/50% RH when the 








 




outdoor
temperature is 91°F DB/73°F WB. Air-conditioning loads have been calculated utilizing the following: 


	(a)
	1.5
watts/square foot lighting



	(b)
	0.5
watts/square foot task lighting



	(c)
	3.5
watts/square foot equipment power



	(d)
	150
square foot/person occupancy



	(e)
	20
CFM/person ventilation 




        The
units shall have vibration (isolation) roof curbs, rectangular duct silencers in supplies and returns, gas heating sensors for morning warm-up and night setback, one
hundred percent (100%) outside air economizer, one hundred percent (100%) power exhaust, and supply air temperature controls. Supply duct distribution shall consist of supply and return ducts from
rooftop unit stubbed out 3 feet on each floor for future distribution by Tenant as a part of Tenant Improvements. 



        1.2.3    Electrical.    A 1,200 amp, 277/480 volt, 3-phase, 4-wire, secondary service from the
pad-mounted transformer to meter socket at the main switchboard located in the first floor electrical room. Landlord has divided each floor of the Building into four (4) quadrants
with a separate meter socket being furnished for each quadrant. Landlord will provide conduits and power feeder cables from the meter socket in the first floor Electrical Room to a location within the
Premises mutually acceptable to Landlord and Tenant. Except as provided herein Tenant shall install a separately metered distribution system sized at 11 watts per square foot as part of Tenant
Improvements. Tenant's distribution system shall begin at the meter socket (and shall include the meter).Tenant's electrical power allocation breakdown is as follows: 


	(a)
	1.5
watts/SF for lighting



	(b)
	0.5
watts/SF for task lighting



	(c)
	3.5
watts/SF for equipment power



	(d)
	5.5
watts/SF for HVAC, VAV and fan-powered terminal boxes with electric heating coils 




        1.2.4    Telephone:    All conduit, sleeves, wiring and equipment required for the installation of future Tenant
telephone systems is a part of the Tenant Improvements. Main point of entry for telephone service is the telephone/data communications room on the first floor of the Building.. 


        1.2.5    Security:    Card Access System: Base building card access system has been installed to provide
off-hours security of the building perimeter doors. Card access system is "proximity" type with card readers at each of the four (4) exterior main entrance doors. 




        1.3    Core Improvements.    



        1.3.1    Toilet Rooms.    The men's and women's toilet rooms (on each floor of the Building) shall be complete with
high quality plumbing fixtures, accessories and all mechanical, plumbing and lighting services. 


        1.3.2    Passenger Elevator Lobbies.    The passenger elevator lobbies shall be complete with (i) finished
ceiling, (ii)floor covering, (iii) walls, wall covering and base, (iv) elevator doors and frames, (v) all mechanical, and electrical services, (vi) emergency and exit
lighting systems, and (vii) fire alarm system 


        1.3.3    Public Corridors.    (Relating only as to that portion of the Premises, if any, which occupies a portion of a
floor rather than the entire floor of the Building and adjoins a public corridor) Landlord shall construct the corridor walls consisting of studs, insulation and drywall (on 



ii







 




the
common area side of the corridor wall). Tenant will install, or reimburse Landlord for the cost of installation of drywall on the interior (Premises) side of the corridor wall. Landlord shall
install (i) a finished ceiling, (ii) floor covering, (iii) wall finishes and base, (iv) lighting and mechanical services, and (v) emergency and exit lighting systems
in the public corridors. 




        1.4    Landlord's Premises Work.    



        1.4.1    Floor.    Concrete floor with trowelled finish, smooth and level, ready to receive carpeting or tile, without
additional Tenant preparation. 


        1.4.2    Ceiling.    Unfinished structure. 


        1.4.3    Walls.    The inside face (non-glass surfaces) of perimeter walls (but excluding surfaces around
columns) and surfaces of walls adjacent to Core Improvements shall be drywall ready for finish. One-half (1/2) of the cost of demising partitions separating the Premises
from adjacent tenant spaces (relating only to that portion of the Premises, if any, which occupies a portion of a floor rather than the entire floor of the Building) shall include studs, acoustical
insulation, and drywall ready for finish. 


        1.4.4    Doors.    Standard Tenant entry including doors, frames, hardware and sidelights (if any) in accordance with
Base Building Plans. 


        1.4.5    Fire Sprinkler System.    Automatic wet pipe fire protection sprinkler system in accordance with state and
local regulations based on a standard layout for the Premises consisting of: 


	(a)
	Sprinkler,
mains and branch service lines



	(b)
	Wet,
automatic light hazard sprinkler system with upright brass heads with a maximum protection area per head of 225 square feet. 




        Any
deviation from the regular grid pattern or modifications to the fire sprinkler system installed by Landlord required as the result of the installation of Tenant's Improvements or
Tenant's use and occupancy of the Premises shall be performed by Landlord's sprinkler contractor at Tenant's expense. 



        1.4.6    Window Treatment:    Vertical blinds on all exterior windows. 



 
 

Section 2
  
    Tenant Improvements    
    


        2.1    Tenant Improvement Allowance.    



        Tenant
shall be entitled to a one-time tenant improvement allowance (the "Tenant Improvement Allowance") in the amount set forth in Section 1.10 of the Lease for the
costs relating to the initial construction of Tenant's improvements which are permanently affixed to the Premises (the "Tenant Improvements"). The Tenant Improvements shall include but not be limited
to those items of work described in the Standard Improvement Package described in Section 2.4 below. In no event shall Landlord be obligated to make disbursements pursuant to this Tenant Work
Letter in a total amount which exceeds the Tenant Improvement. In addition to the Tenant Improvement Allowance, Landlord shall pay directly, or reimburse Tenant for the fees of the "Architect" and the
"Engineers" as those terms are defined in Section 3.1 of this Tenant Work Letter. 



        2.2    Disbursement of the Tenant Improvement Allowance.    



        2.2.1    Tenant Improvement Allowance Items.    Except as otherwise set forth in this Tenant Work Letter, the Tenant
Improvement Allowance shall be disbursed by Landlord (each of which disbursements shall be made pursuant to Landlord's disbursement process which shall consist of 



iii







 

monthly
disbursements to the Contractor and retainage of ten percent (10%) of the cost of the Tenant Improvements until Substantial Completion) only for the following items and costs (collectively the
"Tenant Improvement Allowance Items"): 



        2.2.1.1    The
payment of plan check, permit and license fees relating to construction of the Tenant Improvements; 


        2.2.1.2    The
cost of construction of the Tenant Improvements as set forth in the Construction Drawings as that term is defined in Section 3.1 below, including, without
limitation, testing and inspection costs, and contractors' fees and general conditions; 



        2.2.1.3    The
cost of any changes in the Base Building work when such changes are required by the Construction Drawings (including if such changes are due to the fact that
such work is prepared on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and expenses incurred in connection therewith; 


        2.2.1.4    The
cost of any changes to the Construction Drawings or Tenant Improvements required by law; 


        2.2.1.5    A
portion of the costs of the tenant demising walls and public corridor walls and materials, if any, as designated by Landlord; and 



        2.2.1.6    All
other costs approved by or expended in connection with the construction of the Tenant Improvements, as reasonably approved by Landlord but excluding
free-standing work stations, furniture, fixtures and equipment. 





        2.3    Unused Allowance.    In the event that the Tenant Improvement
Allowance exceeds the total cost of Tenant Improvement Allowance items, as that term is defined in Section 2.2.1, such excess shall be disbursed by Landlord to Tenant, (provided Tenant is not
then in default under the terms of the Lease or this Tenant Work Letter beyond any applicable notice and cure period), within thirty (30) days following the later to occur of: 



	(a)
	Tenant's
occupancy of the entire Premises;



	(b)
	the
commencement of payment of Rent hereunder; or



	(c)
	Substantial
Completion of the Tenant Improvements. 




        2.4    Standard Tenant Improvement Package.    Landlord has
established specifications (the "Specifications") for some of the Building standard components to be used in the construction of the Tenant Improvements in the Premises (collectively, the "Standard
Improvement Package"). The Specifications are set forth in Schedule 1, attached hereto. The quality of the Tenant Improvements must be equal to or of greater quality than the quality of the
Specifications, provided that the Landlord may, at Landlord's option, require the Tenant Improvements to comply with certain Specifications designated by Landlord. Landlord may make changes to the
Specifications for the Standard Improvement Package from time to time. 


 
 

Section 3    
    
    Construction Drawings    
    


        3.1    Selection of Architect/Construction Drawings.    Landlord shall
retain on behalf of Tenant, Spagnolo/Gisness & Associates, Inc. (the "Architect") to prepare the Construction Drawings and engineering consultants designated by Landlord (the
"Engineers"), to prepare all plans and engineering working drawings relating to the structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work of the Tenant Improvements. The
plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the "Construction Drawings". All Construction 


iv







 

Drawings
shall comply in all respects with the provisions of the Standard Improvement Package and the Specifications, shall be in the drawing format determined by Landlord, and shall be subject to
Landlord's reasonable approval. Landlord's review of the Construction Drawings shall be for its sole purpose and shall not obligate Landlord to review the same, for quality, design, code compliance or
other like matters. Accordingly, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings. 


        3.2    Final Space Plan.    On or before the date set forth in
Schedule 2 attached hereto, Tenant shall prepare and forward to Landlord three copies of the final space plan for Tenant Improvements in the Premises (the "Final Space Plan") before any
architectural working drawings or engineering drawings have commenced. The Final Space Plan shall include a layout and description of all offices, rooms and other partitions, their intended use and
the equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall, within five
(5) business days after Landlord receives such Final Space Plan, (i) approve the Final Space Plan as submitted, or (ii) approve the Final Space Plan subject to specified
conditions to be complied with when the Final Working Drawings are submitted by Tenant to Landlord. 


        3.3    Final Working Drawings.    Upon the approval of the Final Space
Plan by Landlord, but in no event later than the date set forth in Schedule 2, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings
for the Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow
subcontractors to bid on the work and to obtain all applicable permits (collectively, the "Final Working Drawings") and shall submit the same to Landlord for Landlord's approval. The Final Working
Drawings shall be accompanied by a certification by the Engineers that the connected electrical load for the Premises does not exceed 11 watts per Usable Square Foot and that based upon Tenant's
proposed use of the Premises the design criteria established for the Landlord installed rooftop packaged electric cooling, gas heating units will not be exceeded. The Final Working Drawings shall be
sealed by the Architect or a certified registered engineer. Landlord shall, within five (5) business days after Landlord receives the Final Working Drawings, either (i) approve the Final
Working Drawings, (ii) approve the Final Working Drawings subject to specified conditions to be satisfied by Tenant prior to submitting the Approved Working Drawings for permits as set forth in
Section 3.4, below. Tenant shall cause the Architect to provide Landlord with a sufficient number of sets of the Approved Working Drawings as that term is defined in Section 3.4, as may
be required for distribution to the Contractor and subcontractors for construction of the Tenant Improvements. 


        3.4    Permits.    The Final Working Drawings shall be approved by
Landlord (the "Approved Working Drawings") prior to commencement of construction of the Tenant Improvements. Landlord shall immediately submit the Approved Working Drawings to the appropriate
municipal authorities on behalf of Tenant for all applicable building and other permits (the "Permits") necessary to allow Contractor (as that term is defined in Section 4.1), below, to
commence and fully complete the construction of the Tenant Improvements, and shall endeavor to obtain the Permits on or before the date set forth in Schedule 2. Tenant shall be responsible for
obtaining any building permit or certificate of occupancy for the Premises; provided however that Landlord shall make all submissions on behalf of Tenant. 


        3.5    Changes to Approved Working Drawings.    In the event Tenant
desires to change the Approved Working Drawings, Tenant shall deliver notice of the same to Landlord, setting forth in detail the changes Tenant desires to make to the Approved Working Drawings.
Landlord shall, within five (5) business days of receipt thereof, either (i) approve the Tenant Change or (ii) disapprove the Tenant Change and deliver a notice to Tenant
specifying in detail the reasons for Landlord's disapproval. In the event that such changes would directly or indirectly delay the "Substantial Completion", as that term is defined in
Section 5.1 of this Tenant Work Letter, of Tenant's improvements, such delay shall 


v







 



be
deemed to be a Tenant delay under Section 5.4Tenant shall pay any additional costs that arise in connection with such Tenant Change. 


        3.6    Time Deadlines.    Tenant shall use its good faith, efforts and
all due diligence to cooperate with (i) the Architect, the Engineers, and Landlord to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and
(ii) the Contractor for approval of the "Cost Proposal" as that term is defined in Section 4.2 of this Tenant Work Letter, as soon as possible after the execution of the Lease, and, in
that regard, shall advise Landlord on a scheduled basis to be determined by Landlord, as to Tenant's progress in connection with the same. The applicable dates for approval of items, plans and
drawings as described in this Section 3, Section 4 below, and in this Tenant Work Letter are set forth and further elaborated upon in Schedule 2 (the "Time Deadlines"), attached
hereto. Tenant agrees to comply with the Time Deadlines. Section 4 Construction of the Tenant Improvements 


Section 4  


 Construction of the Tenant Improvements  



        4.1    Tenant's Selection of Contractors.    Tenant hereby agrees to
the retention by Landlord of Erland Construction, Inc., on behalf of Tenant, for the construction of the Tenant Improvements ("Contractor"). Tenant further agrees that Contractor will be
retained on a construction management basis at a fee equal to three and nine-tenths percent (3.9%) of the cost of Tenant Improvements. Contractor shall retain only subcontractors
designated by Landlord in connection with any structural, fire sprinkler, or heating, air-conditioning or ventilation work to be performed in the Premises or for any work to be done to the
Base Building or the Building Systems. 


        4.2    Cost Proposal.    After the Approved Working Drawings are
signed by Landlord and Tenant, Landlord shall cause the Contractor to solicit bids from subcontractors for the construction of the Tenant Improvements and shall provide Tenant with a cost proposal
which shall include, as nearly as possible, the cost of all Tenant Improvement Allowance Items to be incurred by Tenant in connection with the construction of the Tenant Improvements. Tenant shall
approve the cost proposal ("Cost Proposal") and shall deliver the same to Landlord within five (5) business days of the receipt of the thereof. Upon receipt of the same by Landlord, Landlord
shall be released by Tenant to independently retain Contractor, on behalf of Tenant, to commence construction of the Tenant Improvements in accordance with the Approved Working Drawings and the Cost
Proposal. The date by which Tenant must approve and deliver the Cost Proposal to Landlord shall be known hereafter as the "Cost Proposal Delivery Date". 


        4.3    Construction of Tenant Improvements by Contractor under the Supervision of
Landlord.    



        4.3.1    Over-Allowance Amount.    On the Cost Proposal Delivery Date, Tenant shall deliver to Landlord
cash in an amount (the "Over-Allowance Amount") equal to the difference, if any, between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement
Allowance. Landlord shall disburse to Contractor monthly as work progresses the amount reflected in Contractor's request for payment for Tenant Improvements completed by Contractor within the Premises
through the last day of the prior month less an appropriate retainage. Payment shall be made fro the Tenant Improvement Allowance and the Over-Allowance Amount deposited by Tenant with
Landlord pursuant to this Section 4.3.1. The amount distributed by Landlord in any month from the Over-Allowance Amount shall not exceed the amount of Contractor's request for
payment (less retainage) multiplied by a fraction the numerator of which is the Over-Allowance Amount and the denominator of which is the amount of the Tenant Improvement Allowance set
forth in Section 1.10 of the Lease. The balance of Contractor's request for payment shall be disbursed by landlord from the Tenant Improvement Allowance. In the event that, after the Cost
Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction 



vi







 

Drawings
or the Tenant Improvements which increase the cost of the Tenant Improvements, or should the cost of the Tenant Improvements increase for any other reason, such additional costs shall be paid
by Tenant to Landlord immediately upon Landlord's request as an addition to the Over-Allowance Amount. 



        4.3.2    Landlord's Retention of Contractor.    Landlord shall independently retain Contractor, on behalf of Tenant,
to construct the Tenant Improvements in accordance with the Approved Working Drawings and Landlord shall supervise the construction by Contractor, and Landlord shall receive no profit, overhead,
general conditions or supervisory fee in connection with Landlord's supervision of the Contractor. 


        4.3.3    Indemnity.    Tenant's indemnity of Landlord as set forth in Section 15.2 of the Lease shall also
apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant, the Architect and Engineers, or anyone directly or indirectly
employed by any of them, or in connection with Tenant's non-payment of any amount arising out of the Tenant Improvements.. 


        4.3.4    Contractor's Warranties and Guarantees.    The Contractor and each subcontractor employed for the
construction of the Tenant Improvements shall guarantee to Landlord and for the benefit of Tenant that the portion of the Tenant Improvements for which it is responsible shall be free from any defects
in workmanship and materials for a period of not less than one (1) year from the date of completion thereof. Contractor and each subcontractor shall be responsible for the replacement or
repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of
(i) completion of the work performed by such contractor or subcontractors and (ii) the Lease Commencement Date. The correction of such work shall include, without additional charge, all
additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Tenant Improvements, and/or the Building and/or common areas that may be damaged or
disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Tenant Improvements shall be contained in the Contract or subcontract and shall be written
such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Landlord covenants to
give to Tenant any assignment or other assurances that may be necessary to effect such right of direct enforcement. 


        4.3.5    As-Built Drawings.    At the conclusion of construction, Tenant shall have the Architect update
the Approved Working Drawings as necessary to reflect changes made during the course of construction that deviate from the Approved Working Drawings. Tenant shall deliver to Landlord within ninety
(90) days following issuance of a certificate of occupancy for the Premises, one "record-set" of as-built drawings of the Premises made on a 4 mil polyester-based
permanent mylar or approved equal and two (2) sets of copies of such record drawings certified by the Architect shall to be true and correct (or at Landlord's request, Auto CAD Disk File
"As-Builts"). Tenant shall also deliver to Landlord with the record drawings a certification, in a form reasonably acceptable to Landlord, signed by the Architect, certifying that that the
improvements as-built are in strict compliance with the Approved Working Drawings as such drawings may have been modified in accordance with Section 3.5 hereof, and are in full
compliance with all applicable federal, state, municipal and local laws, ordinances, rules, regulations, codes and orders. Landlord and any lender furnishing financing for the Building may rely upon
the above certifications. Such certifications shall survive the expiration of the Lease. 


        4.3.6    Insurance Requirements.    



        4.3.6.1    General Coverages.    The Contractor and all subcontractors engaged for the purpose of constructing the
Tenant Improvements shall carry Worker's Compensation Insurance, Employer's Liability Insurance, Commercial General Liability insurance written on an "occurrence" basis covering bodily injury,
personal injury, broad form property damage, premises-operations, products-completed operations with limits as may be required by Landlord All such policies shall comply as to form with the provisions
of Section 15.9 of the Lease. Such coverage shall be maintained in force until the Tenant Improvements are fully completed 




vii













  





        4.3.6.2    Special Coverages.    In addition to complying with Sections 15.4.3 and 15.9.4 of the Lease, Tenant shall
provide Landlord with a copy of a policy of builder's all-risk insurance in an amount approved by Landlord covering the construction of the Tenant Improvements, any endorsements thereto,
and an original certificate of insurance that complies with Section 15.9.2 of the Lease. 


        4.3.6.3    General Terms.    Certificates for all insurance carried pursuant to this Section 4.3.6 complying
with Section 15.9 of the Lease shall be delivered to Landlord before the commencement of construction of the Tenant Improvements and before the Contractor's equipment is moved onto the site 




        4.3.7    Inspection by Landlord.    In the event that Landlord determines that an error or omission exists in the
Approved Construction Drawings such that the Tenant Improvements if and/or as constructed pursuant thereto might adversely affect the mechanical, electrical, plumbing, heating, ventilating and
air-conditioning or life-safety systems serving the Building, the curtain wall of the Building, the structure or exterior appearance of the Building or any other tenant's use
of such other tenant's leased premises, Landlord shall advise Tenant of such error or omission and Tenant shall take such action, at Tenant's expense, as may be necessary to correct such defect. 



 
 

Section 5    
    
    Completion of Tenant Improvements
  Delay Of Lease Commencement Date    
    


        5.1    Substantial Completion.    For purposes of the Lease, the
Tenant Improvements shall be deemed to be "Substantially Complete" upon the date (the date of "Substantial Completion") which shall be the later of (i) the date upon which the Tenant
Improvements in the Premises have been completed by Contractor pursuant to the Approved Working Drawings so that Tenant can use the Premise for their intended purposes without material interference to
Tenant conducting its ordinary business activities, with the exception of any punch list items consisting of incomplete, minor or insubstantial details of construction, mechanical type adjustments or
finishing touches like touch-up painting or (ii) the Town of Tewksbury has issued a Certificate of Occupancy (temporary or permanent) which allows Tenant to occupy the Premises;
provided, however, that if such Certificate is not available due to
work to be completed in the Premises (including, but not limited to, the installation of Tenant's furniture, fixtures or equipment), the date of Substantial Completion shall be the date upon which the
Tenant Improvements have been completed in compliance with (i) above. If there is a dispute between Landlord and Tenant as to whether Substantial Completion has occurred the determination of
Landlord's architect shall be conclusive and binding on the parties. 


        5.2    Notice of Substantial Completion.    Landlord shall give Tenant
at least ten (10) business days advance notice of the estimated date of Substantial Completion 


        5.3    Correction of Punch List Items.    Within thirty
(30) days following Substantial Completion of the Tenant Improvements in the Premises, Tenant shall notify Landlord and Contractor, in writing, of those a punch list items which need to be
completed or corrected. Upon receipt of the punch list, Landlord shall cause the Contractor to proceed diligently to remedy all such items. 


        5.4    Tenant Delay of Substantial Completion.    Except as provided
in this Section 5.4, the Lease Commencement Date shall occur as set forth in Section 1.2(b) and Article 4 of the Lease. If there shall be a delay in the Substantial Completion of
the Tenant Improvements as a direct, indirect, partial, or total result of the occurrence of any of the following events (individually or collectively "Tenant Delay"): 



        5.4.1    Tenant's
failure to comply with the Time Deadlines; 



viii







 

        5.4.2    Tenant's
failure to timely approve any matter requiring Tenant's approval; 


        5.4.3    A
breach by Tenant of the terms of this Tenant Work Letter or the Lease; 


        5.4.4    Changes
in any of the Construction Drawings after approval of the same by Landlord or because the same do not comply with Code or other applicable laws; 


        5.4.5    Tenant's
request for changes in the Approved Working Drawings; 


        5.4.6    Tenant's
requirement for materials, components, finishes or improvements which are not available in a commercially reasonable time given the anticipated date of
Substantial Completion of the Tenant Improvements as set forth in the Lease, or which are different from, or not included in, the Standard Improvement Package; 


        5.4.7    Changes
to the Base Building required by the Approved Working Drawings; or 


        5.4.8    Any
other acts or omissions of Tenant, or its agents, or employees of which Tenant is given written notice and does not cure within one day of receipt of such notice, 




then,
notwithstanding anything to the contrary set forth in the Lease or this Tenant Work Letter and regardless of the actual date of the Substantial Completion of the Tenant Improvements, the Lease
Commencement Date shall be deemed to be the date the Lease Commencement Date would have occurred if no Tenant Delay had occurred. 


 
 

Section 6    
    
    Miscellaneous    
    


        6.1    Tenant's Representative.    Tenant has designated the person(s)
named in Schedule 2 as Tenant's sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Tenant Work Letter. 


        6.2    Landlord's Representative.    Landlord has designated the
person(s) named in Schedule 2 as Landlord's sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority
and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter. 



        6.3    Time of the Essence in This Tenant Work Letter.    Unless
otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of
approval is given or the item is not delivered within the stated time period, at Landlord's option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and
the next succeeding time period shall commence. 


        6.6    Tenant's Entry Into the Premises Prior to Substantial
Completion.    Provided that Tenant and its agents do not interfere with Contractor's work in the Building and the Premises, Contractor shall allow Tenant access to
the Premises prior to the Substantial Completion of the Tenant Improvements for the purpose of Tenant installing equipment, furniture, work-stations, fixtures (including Tenant's data and
telephone equipment), or other improvements (not included in Tenant Improvements) in the Premises. Prior to Tenant's entry into the Premises as permitted by the terms of this Section 6.1,
Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant's entry. Tenant shall hold Landlord harmless from and
indemnify, protect and defend Landlord against any loss or damage to the Building or Premises and against injury to any persons caused by Tenant's actions pursuant to this Section 6.6. All such
property or equipment brought into, kept in and stored upon the Premises, or the Building, pursuant to this Section 6.6 shall be at the risk of Tenant only and Tenant shall hold harmless and
indemnify, protect and defend Landlord from any claims arising out of damage to, or loss of, same including subrogation claims by Tenant's insurance carrier. 


        6.7    Tenant's Lease
Defaults.    Intentionally deleted.


        6.8    Tenant's Agents.    All subcontractors, laborers, materialmen,
and suppliers retained directly by Tenant shall conduct their activities around the Premises, Building and the Real Property in a harmonious relationship with all subcontractors, laborers, materialmen
and suppliers at the Premises, Building and Real Property. 


ix








  



 
 

Schedule 1
  Standard Tenant Improvement Package    



I.    INTRODUCTION 



Except
for the work to be done by Landlord in the Premises pursuant to Section 1.4 of the Tenant Work Letter ("Landlord's Premises Work), Tenant shall directly arrange for and complete, at
Tenant's expense, all work required to finish the Premises in accordance with the criteria provided herein and to enable Tenant to occupy the Premises for office uses as provided in the Lease. 




II.    GENERAL 



	A.
	General



	1.
	Jurisdiction
and Codes: All design and construction performed by Tenant shall conform to the Specifications set forth in this Schedule 1 and shall comply with applicable
statutes, ordinances, regulations, laws and codes including, without limitation, the foregoing: The National Electric Code; The Guide of the American Society of Heating, Refrigerating and Air
Conditioning Engineers; requirements of Landlord's fire insurance underwriter; and all applicable state building and safety codes, orders and ordinances.



	2.
	Permits:
Prior to the commencement of construction, all Permits shall be obtained by Tenant and posted in a prominent place within the Premises and copies thereof supplied to Landlord.



	3.
	Materials:
Only new, first-class materials shall be used in the construction of the Premises.



	4.
	Field
Conditions: Tenant shall verify all field conditions and dimensions prior to the commencement of construction.



	5.
	Building:
All construction performed by Tenant or Tenant's Agents shall not unreasonably interfere with Landlord's construction, construction by other tenants or the operation of the
Building. Construction equipment and materials shall be located in confined areas and truck traffic shall be routed in and from the site as directed by Landlord so as not to burden the construction
and/or operation of the Building. Landlord shall have the right to designate parking areas for employees of Tenant and/or Tenant's contractor.






	B.
	Structural



	1.
	Any
alterations and/or additions and reinforcements to the Building structure to accommodate Tenant's construction shall be subject to prior written approval of Landlord. Tenant shall
leave Landlord's structure as strong or stronger than the original design and with all finished unimpaired.



	2.
	No
equipment and machinery shall be installed and/or placed on the roof by Tenant.



	3.
	Tenant
shall not cut into the concrete floor slab. 







III.    BUILDING
STANDARD SPECIFICATIONS ("SPECIFICATIONS") 



	A.
	Office
Partitions



	1.
	Except
as provided in Section 1.4.3 of the Tenant Work Letter, Tenant shall furnish and install all interior partitions within the Premises.



	2.
	To
be constructed of 3-5/8" metal studs, 25 gauge at 16" on center with 5/8" gypsum board each side, tape and sanded, ready for paint. Partition to extend 6" above suspended acoustical
ceilings. 






x







 


	3.
	Install/erect
metal stud framing to comply with ASTM C754. Providing framing to comply with published details and recommendations of gypsum board manufacturer and comply with U. S.
Gypsum, Gypsum Construction Handbook.



	4.
	Install
gypsum board in strict compliance with ASTM C840 and Gypsum Association publication 216, Recommend Specifications for the Application and Finishing of Gypsum Board.



	5.
	All
columns shall be enclosed with metal stud framing and covered with gypsum board, taped and sanded, ready for paint.






	B.
	Ceilings



	1.
	Tenant
shall furnish and install all ceilings and ceiling treatments in accordance with criteria set forth herein. Exposed structure shall not be allowed. All ceilings and suspension
systems (including all furring and blocking) shall be of noncombustible materials.



	2.
	Suspended
type with Class A 2'0" × 2'0" × 3/4" tile, white, #589 Cirrus, regular edge per Armstrong World
Industries, with 9/16", suprafine grid per Armstrong World Industries complying with ASTM C635. The finished ceiling height of 9'0".



	3.
	Provide
manufacturer's standard exposed "Tee", commercial quality cold-rolled, electro-galvanized steel grid system, complying with ASTM C635 for
"Intermediate-Duty System". Provide attachment devices sized for five times design load indicated by ASTM C635 Table 1 for Direct Hung. Hanger Wire: ASTM A641, galvanized, soft temper,
pre-stretched, Class 1 Coating, minimum 12 gauge. Size wire so that stress at three times hanger design load given in ASTM C635, Table 1, Direct Hung, will be less than the yield
stress of the wire.



	4.
	Measure
each area and layout ceilings to balance panel widths on opposites edges of each ceiling in both directions unless otherwise noted. Avoid use of less than one-half
width ceiling units wherever possible.



	5.
	Erect
suspension system to comply with ASTM C636 and supported only from building structure. Level main suspension members to within tolerance of 1/8" in 12'0". Splay hangers where
necessary and countersplay to balance resulting horizontal forces. Cross brace suspension to prevent lateral sway and displacement during full seismic load prescribed by code.



	6.
	Provide
edge moldings at entire perimeter of ceiling, at columns and wherever necessary to conceal edges of acoustical units. Miter corners of edge moldings accurately and connect
securely. Do not used exposed fasteners nor pop rivets.






	C.
	Floor
Covering 



Tenant
shall furnish and install all floor covering in the Premises. Floor coverings shall be finished materials such as carpet, resilient tile, quarry tile, wood flooring or clay tile. 


	1.
	Carpet



	a.
	Four
options 









	

 	
 	

Option 1:	
 	

General carpet—Nylon loop, Mannington Commercial—Principles 25 oz. Redmont
	

 	
 	

 	
 	

Office/Border Carpet—Nylon cut pile, World Contract—W026 Preview #38, Rich Eggplant #1119
	 	 	 	 	 





xi







 

	

 	
 	

Option 2:	
 	

General Carpet—Nylon loop, Mannington Commercial—Carthage III, Polaris
	

 	
 	

 	
 	

Office/Border Carpet—Nylon cut pile, World Contract—W026 Preview #38, Rich Eggplant #1119
	

 	
 	

Option 3:	
 	

General Carpet—Nylon loop—W612 Stone Haven, Rustic Iron #3886
	

 	
 	

 	
 	

Office/Border Carpet—Nylon cut pile, W151 Preview 36, Cavern Clay #1007
	

 	
 	

Option 4:	
 	

General Carpet—Nylon loop—World Contract W175 Dover Square 3889 Earthen Jute
	

 	
 	

 	
 	

Office/Border Carpet—Nylon cut pile—W026 Preview II, Color 1118 Jewel Amethyst







	b.
	All
carpet shall be direct glue down on the concrete floor slab.



	c.
	Burning
Characteristics: Provide materials whose surface burning characteristics, when tested, in compliance with ASTM E84, Class A.



	d.
	Pill
Test: Carpet must pass test for flammability, ASTM D2859.



	e.
	Floor
Radiant Panel Test: Provide carpet with minimum average radiant flux ratings not less than 0.45 watts/cm2 (class1) when tested according to ASTM E648.



	f.
	Smoke
Density Test: Carpet must pass ASTM E662 test with and without flame.



	g.
	Lightfastness:
Provide fade-resistant carpet with rating of not less than 3 international gray scale shade changes after 80 xenon arc standard fading hours; AATCC 16E.



	h.
	Provide
Parabond Quick-Release M277 adhesive, water-resistant, non-toxic, non-staining water based latex type recommended by carpet manufacturer and which
complied with flammability requirements for installed carpet. "Contract Grade" multi-purpose adhesives are not permitted.






	2.
	Vinyl
composition tile shall be standard 12" × 12" × 1/8", Designer series as manufactured by Mannington or equal by Armstrong World
Industries. Vinyl composition tile shall be allowed in storage areas only, not to exceed 10% of Premises.



	3.
	Vinyl
base shall be 4" high cove at vinyl tile and straight at carpet as manufactured by Johnsonite and conforming to FSS SS-W-40, type II. Install in strict
compliance with manufacturers instructions and recommendations.






	D.
	Doors,
Frames and Hardware



	1.
	Doors:
3'0" × 7'0" × 1-3/4" solid core cherry wood door stained and with factory finish. Per Weyerhauser:



	a.
	Provide
doors bearing NWMA Hallmark certifying compliance with NWMA I.S.1 Industry Standard for Wood Flush Doors.



	b.
	Provide
written warranty signed by manufacturer agreeing to repair or replace work which exhibits defects in materials or workmanship for life of installation.



	c.
	Provide
wood doors from Weyerhauser Company, Algoma Hardwoods, Inc.



	d.
	Cal-Wood
Doors or Eggers Hardwood Products. 









xii







 





	e.
	General:
Provide ASI PC-5 construction as specified in ASI Quality Standards Section 1300-G-3. Core, stiles and rails shall be glued together
before sanding. Wood to stiles and rails shall be thoroughly seasoned kiln-dried stock with 5% to 8% moisture content.



	f.
	Solid
core for non-fire rated doors shall be 28 to 32 lb./cu.ft. Grade 1-L-1 particleboard conforming to ANSI A208.1, consisting of wood particles
bonded together with synthetic resins. Veneers for transparent finishes shall be cherry as specified in Section 06402, at least 1/50" thick, adhered to 1/16" hardwood crossband, core, rails and
stiles by hot press method.






	2.
	Door
Frame and interior window frames:



	a.
	Hollow
metal knock down frame with 2" face as manufactured by Amweld, Ceco Curries, Republic or Steelcraft.



	b.
	Steel
gauges: provide frames and components fabricated from the following sheet steel gauges:



	•
	Plaster
guards and mortar boxes: 26 gauge



	•
	Interior
frames 5'0" wide and smaller: 16 gauge



	•
	Interior
frames over 5'0" wide: 14 gauge



	•
	Interior
frames for paired doors with hold open devices: 14 gauge



	•
	Exterior
frames: 14 gauge



	•
	Floor
anchors: 14 gauge



	•
	Strike
reinforcement: 14 gauge



	•
	Closer
reinforcement: 12 gauge



	•
	Head
channel reinforcement for frames over 4'0" wide: 12 gauge



	•
	Hinge
reinforcement: 10 gauge






	c.
	Anchors:
provide at least three anchors for each jamb; T type for masonry, Z type for metal studs. Provide floor anchors at both sides. Provide UL approved anchors for
fire-rated assemblies.



	d.
	Factory
Primed: On all surfaces, including galvanized, provide minimum 1.0 mil dry film thickness of baked rust-inhibiting primer which is compatible with finish paint
specified in Painting specification section. Prepare surfaces in strict compliance with SDI standards and instructions and recommendations of primer manufacturer.






	3.
	Door
Hardware:



	a.
	Provide
dull chrome 26D finish for all hardware.



	b.
	Locksets
and Latchsets: Provide Schlage "D" series locksets and latchsets, Athens lever handle and 2-1/8" diameter rose. Provide 7-pin cylinders and keyway to Owner's
requirements.



	c.
	Hinges
and Butts: Full ball bearing 4-1/2 × 4-1/2, full mortise as manufactured by Hager,
Lawrence, McKinney or Stanley. Provide two hinges for door sup to and including 5'0" in height, and an additional hinge for each additional 2-1/2' or fraction thereof in height of the
door. 







xiii







 





	d.
	Bolts
and Coordinates: As manufactured by Ives, Glynn-Johnson or Rixson/Firemark.



	e.
	Closers:
As manufactured by LCN, Super Smoothee 4040 series. Provide plated metal closer covers matching lock and latch finishes.



	f.
	Floor-mounted
stops as manufactured by Ives, Brookline or Glynn-Johnson.



	g.
	Egress
Devices: As manufactured by Von Duprin Series 22 at Atrium hold-open doors; Series 55 at other locations. All vertical bars are to be concealed.



	h.
	All
cylinders shall be 7pin interchangeable core system by Best or Arrow, according to Owner's requirements.







	E.
	Painting



	1.
	Walls:
To receive one prime coat and two finish coats of eggshell latex per Benjamin Moore or equal.



	2.
	Frames:
To receive one primer coat and two finish coats of semi-gloss/satin latex per Benjamin Moore.



	3.
	Doors:
If not factory finished, doors shall receive one sealer coat and two coats urethane stain finish and two finish coats of semi-gloss/satin latex per Benjamin Moore.



	4.
	Doors:
If not factory finished, doors shall receive one sealer coat and two coats urethane satin finish.






	F.
	Wallcovering



	1.
	Minimum
$15.00 per yard meeting.



	2.
	Vinyl
wall covering shall conform to Federal Specification CCC-W-408, Type II, Class A, Wall Covering Durability Standard: ASTM F793.



	3.
	Adhesive,
primer and sealer shall be as recommended by vinyl wall covering manufacturer, each manufactured expressly for use with the selected vinyl wall covering. Material shall be
mildew resistant and non-staining to the wall covering.



	4.
	Provide
materials bearing U.L. label and marking, indicting the fire hazard classification of the waIl covering, as determined by ASTM E84, Tunnel Test.



	5.
	Materials
shall comply with U.L. Class A Fire Hazard Classification (Flame Spread 15 max., Field Contributed 25 max., and Smoke Developed 15 max.).






	G.
	Spray
Fireproofing 



All
spray fireproofing damaged during construction shall be patched and repaired with a matching manufacturer and matching thickness. 



	H.
	Plumbing






All
plumbing work shall be performed in compliance with the Commonwealth of Massachusetts plumbing codes and the requirements of the Town of Tewksbury. 



	I.
	Fire
Protection



	1.
	Sprinkler
systems in Tenant areas shall be hydraulically designed and calculated by Tenant's Engineer. Tenant's Engineer shall submit all required hydraulic calculations to prove the
hydraulically most remote areas are being protected. Maintain a minimum of 10 psi cushion between required pressure and available pressure. Comply with all 






xiv







 



Underwriters'
and code authorities requirements, including maximum water flow velocity in the fire protection system. 



	2.
	Automatic
sprinkler systems in areas of light hazard occupancy shall be designed with a minimum design density of .10 GPM per square foot over the hydraulically most remote 1,500
square feet. Maximum protection area per sprinkler head shall be 225 square feet for upright and pendent sprinkler heads, and 196 feet for sidewall sprinkler heads. Hose allowance shall be 250 GPM.
Light hazard areas include lobbies, corridors, restrooms, office, open office areas, cafeteria seating areas, fitness centers, locker room and conference rooms.



	3.
	Automatic
sprinkler systems in areas of ordinary hazard group I occupancy shall be designed with a minimum design capacity of .15 GPM per square foot over the hydraulically most remote
1,500 square feet. Maximum protection area per sprinkler head shall be 130 square feet. Hose allowance shall be 250 GPM. Ordinary hazard group I areas shall include mechanical rooms, electric rooms,
kitchens and general storage areas.



	4.
	Sprinkler
heads shall be UL listed and of the automatic closed type and of the temperature rating
required. Sprinkler heads shall be located in the center of ceiling tiles. When the ceiling tile is divided into sections by grooved depressions, the sprinkler head shall be located in the center of
one of the panels.



	5.
	All
recessed and concealed style sprinkler heads shall be of the two-piece type that allows ceiling panels to be removed without shutting down the sprinkler system. All
recessed and concealed style sprinkler heads shall be of the 1" field adjustable type.



	6.
	Sprinkler
heads in Mechanical Rooms, Storage Rooms and located less than seven (7) feet above the finished floor shall have hard-wire sprinkler guard cages.



	7.
	Sprinkler
heads in areas to be finished with hard gypsum board type ceilings shall be concealed pendent style with white cover plate.



	8.
	Sprinkler
heads in areas to be finished with hung acoustical tile type ceilings shall be recessed pendent style with polished chrome finish.



	9.
	Sidewall
sprinkler heads shall be horizontal style with escutcheon, chrome bright finish.



	10.
	All
sprinkler heads shall be installed on minimum 1" outlets from branch lines.



	11.
	All
sprinkler heads in light hazard occupancies shall be quick response type.



	12.
	Provide
sprinkler protection for all Electric Rooms and Telephone Rooms.



	13.
	All
piping materials, fittings, sleeves, hangers, supports, valves, flow switches, supervisory switches, pressure switches shall match base building materials and equipment. 




xv













  




	14.
	Tenant's
Engineer shall be responsible for preparing plans and specifications for fit-up of space. Plans shall be stamped by a registered professional engineer.



	15.
	Fire
protection hose cabinets, smoke detection devices, fire extinguishers, exit and emergency lighting systems and other such equipment within the Premises shall be installed by
Tenant in accordance with the requirements of Landlord's insurance underwriters and state and local codes and regulations.



	16.
	Any
deviation from the regular grid pattern or modifications to the fire sprinkler system installed by Landlord required as the result of the installation of Tenant's Improvements or
Tenant's use and occupancy of the Premises shall be performed by Landlord's sprinkler contractor, Hampshire Fire Protection Company, Inc., 8 North Wentworth Avenue, Londonderry, NY 03053,
telephone (603) 4320-8221, Fax (603) 434-3914.






	J.
	HVAC



	1.
	All
HVAC work shall be performed in compliance with the Commonwealth of Massachusetts HVAC codes and the requirements of the Town of Tewksbury.



	2.
	The
HVAC system shall consist of a variable air volume (VAV) system. Supply air at 55 degrees shall be provided to the Premises during Building Hours via a medium pressure ductwork
system to VAV boxes and a low pressure ductwork system to be installed by Tenant as a part of Tenant Improvements. The Landlord's roof-top units are equipped with has heat for morning warm
up.



	3.
	VAV
boxes and fan powered VAV boxes, as manufactured by Envirotech, shall be provided as a part of Tenant Improvements for zone control. Interior VAV boxes shall be Envirotech Model
SDR, interior zones for open offices shall be sized at 1500 to 2000 SF. Perimeter zone fan powered VAV boxes shall be Envirotech model VFR-EH with electric heat. Perimeter zones for open
space shall be sized at 900 to 1000 SF. VAV and fan powered VAV boxes shall be pressure independent with unit manufacturer supplied electronic controls. Boxes shall be interlocked with
roof-top units to be full open during morning warm up. Perimeter boxes shall be capable of night setback in addition to morning warm up.



	4.
	Medium
pressure ductwork shall be sized at a maximum velocity of 1,800 feet per minute (FPM). Low-pressure ductwork shall be sized at a maximum velocity of 900 FPM.



	5.
	Volume
dampers shall be provided at all branch take-offs for balancing.



	6.
	All
supply ductwork shall be insulated with 1.5" foil faced fiberglass insulation.



	7.
	Diffusers,
registers and grilles shall be manufactured by Titus to match the base building.



	8.
	Tenant
shall be responsible for adjusting, testing and balancing of air systems. Balancing shall be performed by an NEBC certified contractor.



	9.
	Tenant's
Engineer shall be responsible for preparing plans and specifications for fit-up of space. Plans shall be stamped by a registered professional engineer.






	K.
	Telephone/Data
Communication 





All
conduit, sleeves, wiring and equipment required for the installation of future Tenant telephone systems is a part of the Tenant Improvements. Main point of entry for telephone service is the
telephone/data communications room on the first floor of the Building. 




xvi







 



	L.
	Electrical



	1.
	All
new fire alarm equipment, devices and wiring in Tenant areas shall match base building. Base building fire alarm system is manufactured by Notifier, AFP-400 Analog Fire
Panel.



	2.
	Electrical
service to each tenant area shall be derived from the base building switchboard located in the first floor main electrical room. Each tenant area electrical service shall
have its own utility meter. Tenant's' Engineer shall contact electrical utility company to request installation of associated utility meter. Tenant is responsible for providing electrical distribution
from base building switchboard to tenant area as well as within tenant area fit up.



	3.
	The
tenant power allocation is 11 watts/SF which breaks down as follows: 








	 	 	Lighting	 	1.5 watts/SF
	 	 	Task Lighting	 	0.5 watts/SF
	 	 	Receptacles/Equipment Power	 	3.5 watts/SF
	 	 	HVAC VAV and Fan Power VAV's with electric heat	 	5.5 watts/SF






	4.
	Emergency
egress lighting and exit signs in tenant areas shall meet code requirements using individual battery ballasts/packs. Emergency lighting units and exit signs at tenant areas
shall match base building. DualLite Liteforms LZ Series and Lite forms LE Series Edge-lite LED exit signs.



	5.
	All
electrical materials furnished and installed by Tenant shall be new, shall be National Electrical Code standard, Shall bear the U.L. label and shall be subject to the prior
approval of Landlord.



	6.
	Tenant
shall submit to Landlord, prior to the commencement of construction, a complete breakdown of total connected load and design data which shall not exceed 11 watts per usable
square foot.



	7.
	All
electrical work shall be performed in compliance with the Commonwealth of Massachusetts electrical codes and the requirements of the Town of Tewksbury.



	8.
	Lighting
fixtures shall be Paramax 2'0" × 4'0" recessed parabolic Troffer light fixtures with a 3" deep louver as manufactured by Lithonia (or approved equal)
at one per 100 square feet.



	9.
	Paramax
2'0" × 2'0" recessed parabolic Troffer light fixtures or decorative lighting may be utilized in lobby areas with Landlord's prior written approval.



	10.
	Tenant
general contractor shall use base building fire alarm contractor, Northeast Fire Systems, 17 Lincoln Street, Malden, MA 02148, telephone (781) 321-7777, Fax
(781) 322-6299.



	11.
	Tenant's
Engineer shall be responsible for preparing plans and specifications for fit-up of space. Plans shall be stamped by a registered professional engineer. 




xvii












  



 
 

Schedule 2    




	A.	 	November 29, 2000	 	Final Space Plan to be completed by Tenant and delivered to Landlord
	

B.	
 	

December 15, 2000	
 	

Tenant to deliver Final Working Drawings to Landlord.
	

C.	
 	

December 29, 2000	
 	

Tenant to deliver Permits to Landlord and Contractor
	

D.	
 	

Five (5) days after receipt of the Cost Proposal by Tenant	
 	

Tenant to approve Cost Proposal and deliver selected Cost Proposal to Landlord
	

Tenant's Representative:	
 	

Trudi Melohn
	

Landlord's Representative:	
 	

David J. Wahr




xviii








Exhibit D 


RULES
AND REGULATIONS 


        Tenant
shall comply with, and cause its employees, agents contractors and invitees to comply with, the following Rules and Regulations. If Landlord acts reasonably, in good faith, and in
a nondiscriminatory manner in enforcing these Rules and Regulations, Landlord shall not be responsible to Tenant for the failure of any other tenant or occupant of the Building to comply with these
Rules and Regulations.. Tenant shall be considered to have read these Rules and Regulations and to have agreed to abide by them as a condition of Tenant's occupancy of the Premises. 


        1.    Locks; Keys.    Tenant shall not alter any lock or install any new or additional locks or bolts on any doors or
windows of the Premises without obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant. Two keys shall be furnished by Landlord for
the Premises, and any additional keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. Landlord agrees to furnish promptly any keys required by
Tenant. 


        2.    Securing Doors; Admission to Building.    Each Tenant shall be responsible for all persons under that tenant's
control authorized to have access to the Building. Landlord reserves the right to close and keep locked all entrance and exit doors of the Building other than during Business Hours (described in
Section 11.1 of the Lease) established for the Building. When departing after the Building's normal Business Hours, Tenant and Tenant's employees and agents must be sure that the doors to the
Building are securely closed and locked. Any person, including Tenant and Tenant's employees and agents, who enters or leaves the Building at any time when it is locked or at any time considered to be
after the Building's normal Business Hours, may be required to sign the register on entering or leaving the Building. Access to the Building may be refused unless the person seeking access has proper
identification or has previously arranged a pass for access to the Building. Landlord reserves the right, in the event of invasion, mob, riot, public excitement, or other commotion, to prevent access
to the Building or Real Property during the continuance of that event by any means it considers appropriate for the safety and protection of life and property. Tenant and its employees shall have
access to the Building, twenty-four (24) hours per day, seven (7) days per week, by means of a card key access system provided by Landlord. Any other security systems or
devices deemed necessary by Tenant shall be installed by Tenant at it's sole cost and expense. 



        3.    Furniture, Freight and Equipment; Service Deliveries.    No furniture, freight, supplies, equipment, or heavy or
bulky material of any kind (other than routine delivery of office supplies office supplies) may be brought into or removed from the Building (or between floors of the Building) without prior notice to
Landlord. All incoming and outgoing shipments shall be by way of the rear door only and done only at the times and in the manner designated by Landlord. Hand truck or other wheeled transporters
utilized for delivery to or removal of materials and items from the Building (or between floors of the Building)
shall be equipped with rubber tires and side guards or similar equipment. Delivery to or removal of materials and items from the Building (or between floors of the Building) shall utilize only the
elevator or elevators designated by Landlord for such purpose and then only during such hours and in such manner as may be prescribed by Landlord. Any damage to the Building or any part thereof
resulting from the activities described in this Section 3 shall be repaired by Landlord at the expense of the tenant responsible therefor. 


        4.    Floor Loading.    The Building floors are designed to carry live loads not exceeding 100 pounds per square foot.
Tenant shall not overload the floor of the Premises. Any damage to any part of the Building or to its contents, occupants, or visitors caused by overloading of the floors in the Premises or the
Building shall be the sole responsibility and expense of Tenant. 



        5.    Extermination.    If Tenant's Premises becomes infested with vermin due to Tenant's use thereof, Tenant shall,
at its sole cost and expense cause the Premises (and such other portions of the Building that have become infested) exterminated by such exterminators as shall be approve by Landlord and at such
time(s) and to such extent as the Landlord deems necessary. 







 



        6.    No Disturbance of Other Occupants.    No canvassing, soliciting, leafletting or peddling is permitted in the
Building or on the Real Property and Tenant agrees to notify Landlord of any such activities occurring in the Building or on the Real Property and to cooperate with Landlord to prevent same. Tenant
shall not disturb, solicit, or canvass any occupant of the Real Property and shall cooperate with Landlord and Landlord's agents to prevent those actions. 


        7.    Use of Restrooms; Responsibility for Damage.    The restrooms, urinals, wash bowls, and other apparatus shall
not be used for any purpose other than that for which they were constructed, and no foreign substance of any kind shall be thrown into them. The expense of any breakage, stoppage, or damage resulting
from violation of this rule shall be borne by the tenant who caused, or whose employees or agents caused, the breakage, stoppage, or damage. 


        8.    Permitted Machines.    No machines other than office machines (including food or beverage dispensers or vending
machines) of less than one horsepower shall be installed, maintained, or operated on the Premises without Landlord's prior written consent. 


        9.    Flammable or Combustible Fluids or Materials.    Tenant shall not use, or keep in or on the Premises, Building,
or Real Property, any kerosene, gasoline, or other flammable or combustible fluid or material. 



        10.    Noninterference With Others.    Tenant shall not allow the Premises to be occupied or used in a manner causing
noise, odors, or vibrations that are offensive or objectionable to Landlord or other occupants of the Real Property. Tenant shall not interfere in any other manner with other tenants or those having
business in the Building or Real Property. 


        11.    Animals, Birds, and Vehicles.    Tenant shall not bring into, or keep within, the Premises or the Building any
animals, birds, or vehicles (e.g., bicycles) except for seeing-eye dogs or other animals or vehicles required by any disabled employee or invitee of Tenant; or hand trucks or other wheeled
transporters as permitted under Section 3 of these Rules and Regulations. 


        12.    Cooking; No Use of Premises for Improper Purposes.    No cooking shall be done or permitted on the Premises,
except that Underwriters' Laboratory (UL)-approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate, and similar beverages for
employees and visitors. This use must be in accordance with all applicable federal, state, and city laws, codes, ordinances, rules, and regulations. The Premises shall not be used for the storage of
merchandise, for lodging, or for any improper, objectionable, or immoral purposes. Nothing in this clause shall prevent the serving of catered lunches and other meals in the Premises. 


        13.    Automobile Parking.    Landlord may designate certain areas within the Real Property for parking for visitors
and/or delivery services. Tenant and Tenant's employees and agents shall not utilize any spaces so designated. Tenant shall furnish Landlord upon request, with the automobile license numbers assigned
to Tenant's automobile(s) and those of Tenant's employees. 



        14.    Exclusion or Expulsion.    Landlord reserves the right to exclude or expel from the Real Property any person
who, in Landlord's reasonable judgment, is under the influence of alcohol or drugs or commits any act in violation of any of these Rules and Regulations. Landlord shall be solely responsible for any
lawsuit or other claim alleging violations of any civil rights laws or laws governing public access resulting from any exclusion or expulsion by Landlord. 


        15.    Nonsmoking Building.    Smoking is not permitted in the lobbies, restrooms, elevators, halls or stairways or
other common areas located within the Building. Except for the area or areas designated by Landlord for such purpose, Tenant and Tenant's employees and agents shall not loiter in or on the entrances,
sidewalks, or other exterior common areas for the purpose of smoking tobacco products or for any other purpose 


ii







 



        16.    Disposal of Trash and Garbage.    Tenant shall store all trash and refuse within the interior of the Premises.
Tenant shall not place or have placed in any waste basket or refuse receptacle in the Premises any material that may not or cannot be disposed of in an ordinary and customary manner. All trash and
refuse other than that ordinarily and customarily generated by office use shall disposed of by Tenant at such times and in such a manner as may be designated by Landlord. 


        17.    Compliance With Safety Regulations.    Tenant shall comply with all safety, fire protection, and evacuation
procedures and regulations established by Landlord or by any government agency. If requested by Landlord, Tenant shall assign, from among its employees, a person or persons to perform specific tasks
required in connection with evacuation of the Premises and the Building. 



        18.    Protection of Premises.    Tenant shall assume all responsibility, including keeping doors locked and other
means of entry to the Premises closed, for protecting the Premises from theft, robbery, and pilferage. 


        19.    Blinds, Curtains, and Shades.    No curtains, blinds, shades, or screens other than those furnished by
Landlord, shall be attached to, hung in, or used in connection with any window or door of any tenant premises without Landlord's prior written consent. Tenant shall abide by Landlord's regulations
concerning the opening and closing of window coverings attached to the windows in the Premises. Tenant shall not place any bottles, parcels, or other articles on the window sills. 


        20.    Obstruction of Common Areas.    The sidewalks, doorways, vestibules, corridors, lobbies, elevators, stairways
and other common areas shall not be encumbered or obstructed by any tenant or its agents, employees, licensees or invitees or used for any purpose other than ingress to and egress from tenant's
premises. Doors leading from any tenant premises to a corridor or lobby shall be kept closed when not in use. 



        21.   Each
tenant shall, at its expense, provide artificial light in the premises leased to it for Landlord's agents, contractors and employees while performing janitorial or
other cleaning services and while making repairs of alterations in said premises. 


        22.    Rules Changes; Waivers.    Landlord reserves the right at any time to rescind, and/or amend any one or more of
these Rules and Regulations or to promulgate additional Rules and Regulations for the safety, care and cleanliness of the Premises, Building, and Real Property or for the preservation of good order as
long as: 



	(a)
	Such
amendment or addition to the Rules and Regulations does not require Tenant to pay additional Rent



	(b)
	No
amendment or addition to the Rules and Regulations shall be binding on Tenant until the tenth (10th) business day after Tenant receives written notice of the change
and no such amendment or change shall apply retroactively; and



	(c)
	The
Rules and Regulations do not take precedence over the specific terms of the Lease entered into between Landlord and Tenant. 



iii













 
 

FIRST AMENDMENT TO LEASE    



        THIS
FIRST AMENDMENT TO LEASE ("Amendment"), dated as of the    day of December, 2000, by and between North Tewksbury Commons,
L.L.C., a Massachusetts limited liability company ("Landlord") and Network Appliance, Inc., a California corporation
("Tenant"). 


W I T N E S S E T H



        WHEREAS,
Tenant, has previously entered into a certain lease with Landlord dated December 1, 2000 ("Lease") for the first and second floor of the building situated at 30
International Place in Tewksbury, Massachusetts; and 


        WHEREAS, Landlord and Tenant desire to amend certain provisions of the Lease upon the terms and conditions hereinafter set forth; and 



        WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Lease. 


        NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of
which is acknowledged, the parties agree as follows: 


        1.     Article 7
of the Lease is deleted in its entirety and the following substituted in lieu therefor: 


ARTICLE 7

SECURITY DEPOSIT  




Section 7.1    Amount of Security Deposit; Application. Concurrently with Tenant's execution of this Lease, Tenant shall deposit with
Landlord a cash sum in the amount stated in Section 1.5 (Security Deposit). Landlord shall hold the Security Deposit as security for the performance of Tenant's obligations under this Lease. If
Tenant defaults on any provision of this Lease, Landlord may, without prejudice to any other remedy it has, apply all or part of the Security Deposit to: 


	(a)
	Any
Rent or other sum in default, or



	(b)
	Any
amount that Landlord may spend or become obligated to spend in exercising Landlord's rights under Article 23, or



	(c)
	Any
expense, loss or damage that Landlord may suffer because of Tenant's default. 






Section 7.2    Landlord's Transfer of Security Deposit on Transfer of Interest in Premises. If Landlord transfers or mortgages its
interest in the Premises, Landlord may transfer or assign the Security Deposit to Landlord's mortgagee or transferee and thereupon be relieved of further responsibility with respect to the Security
Deposit so long as the mortgagee or transferee agrees in writing to hold the Security Deposit under the provisions of this Article 7. 


Section 7.3    Assignment or Encumbrance of Security Deposit. Tenant may not assign, mortgage or encumber the Security Deposit without
the prior written consent of Landlord. Any attempt to do so shall be void and shall not be binding on Landlord. 


Section 7.4    Restoration of Security Deposit. If Landlord applies any portion of the Security Deposit, Tenant shall, within five
(5) business days after demand by Landlord, deposit with Landlord an amount sufficient to restore the Security Deposit to its original amount. 


Section 7.5    Interest on Security Deposit. Tenant is not entitled to any interest on the Security Deposit. 


Section 7.6    Return of Security Deposit. If Tenant performs every provision of this Lease to be performed by Tenant, the unused
portion of the Security Deposit shall be returned to Tenant within thirty (30) days following the expiration or termination of the Lease Term so long as Tenant is not then in default of its
Lease obligations. 









 







        2.     Except
as expressly modified by this First Amendment, the Lease is hereby ratified and confirmed. 


Here
ends page 2 


2







 

        IN WITNESS WHEREOF, Landlord and Tenant have executed this First Amendment on the day and year first above written. 



	 	 	LANDLORD:
	

 	
 	

NORTH TEWKSBURY COMMONS, L.L.C.

a Massachusetts limited liability company
	

 	
 	

By:	

/s/  JAMES T. CHADWICK      
 Name: James T. Chadwick

Title: Member
	

 	
 	

TENANT:
	

 	
 	

NETWORK APPLIANCE, INC,

a California corporation
	

 	
 	

By:	

/s/  THOM BRYANT      
 Name: Thom Bryant

Title: VP W/R




3









EXHIBIT B 


SUBLET
SPACE FLOOR PLAN 


[To
Be Attached] 









  








FIRST AMENDMENT TO

SUBLEASE AGREEMENT 


        THIS
FIRST AMENDMENT TO SUBLEASE AGREEMENT (this "Amendment") is made and entered into as of the 27 day of June, 2005 (the  "Effective Date"), by and
between NETWORK APPLIANCE, INC., a Delaware corporation ("Sublessor"),
and STARENT NETWORKS CORP., a Delaware corporation ("Sublessee").


WITNESSETH: 


        WHEREAS,
North Tewksbury Commons, L.L.C.("Master Landlord")and Sublessor entered into that certain Lease dated December 1, 2000 between Master Landlord, as landlord, and
Sublessor, as tenant, as amended by a First Amendment to Lease dated as of December 1, 2000 (as amended, the "Master Lease") with respect to the lease of approximately 36,368 rentable square
feet of space (the "Premises") known as Suites 100 and 200 of The Apple Hill III Office Building (the "Building") located at 30 International Place in Tewksbury, Massachusetts; 



        WHEREAS,
Sublessor and Sublessee entered into that certain Sublease Agreement effective as of March 24, 2002 (the "Sublease") with
respect to the sublease of approximately 18,243 rentable square feet of space (the "Existing Sublet Space") on the first floor of the Building; and 


        WHEREAS,
Sublessor and Sublessee now desire to amend the Sublease to expand the Sublet Space to include an additional aggregate amount of approximately 18,125 rentable square feet of
space (the "Expansion Space") on the second floor of the Building as depicted in Exhibit A hereto, to extend the Term of the Sublease and to
modify certain other provisions of the Sublease as set forth herein but not otherwise. 


        NOW,
THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, Sublessor and Sublessee, intending to be and being legally bound, do hereby agree as follows: 


        1.    Defined Terms.    


        All
capitalized terms used herein and not defined herein have the meanings set forth in the Sublease. 


        2.    Extension of Term.    


        Pursuant
to Article I and Section 2.1 of the Sublease, the term of the Sublease expires on October 31, 2005. Sublessor and Sublessee have agreed to extend the term
of the Sublease, subject to the terms and conditions contained in this Amendment. The definition of the "Expiration Date" in the Defined Terms of the Sublease is hereby amended to provide that the
term of the Sublease as to all of the Sublet Space, including the Expansion Space, shall be extended and such extended term (the "Extended Term") shall
commence on November 1, 2005 (the "Extension Date"), and shall expire as to the entire Sublet Space at 5:00 P.M. on February 28,
2011 (the "Termination Date"). The extension of the Term pursuant to this Paragraph 2 shall be upon the same terms and conditions contained in
the Sublease, except as modified in this Amendment. 


        3.    Expansion of Sublet Space.    



        a.     Sublessor
and Sublessee acknowledge and agree that the Expansion Space consists of three suites: a) Suite 1, which consists of approximately 3,910 rentable square
feet, b) Suite 2, which consists of approximately 10,511 rentable square feet and c) Suite 3, which consists of approximately 3,704 rentable square feet. It is the intention of the
parties that Sublessor deliver to Sublessee, and Sublessee sublease from Sublessor, each of the suites comprising the Expansion Space as and when it becomes available for sublease upon the expiration
of existing subleases therefore. The "Expansion Date" for each suite comprising the Expansion Space shall be the date on which possession of that suite is delivered to Sublessee by Sublessor in a
vacant and broom 









clean
condition. Each portion of the Expansion Space shall be added to and become part of the Sublet Space for all purposes of the Sublease on the Expansion Date therefor, without any further action
on behalf of Sublessor or Sublessee, and shall be subject to all of the terms and conditions of the Sublease applicable to the Sublet Space, including, without limitation, Sublessee's obligation to
pay Base Rent and Additional Rent in accordance with Section 3.2 of the Sublease, subject to the modifications contained in this Amendment; provided, however, Sublessee shall not be obligated
to pay any Base Rent or Additional Rent with respect to any portion of the Expansion Space until the date that is one (1) month after the Expansion Date therefor. 



        b.     Sublessor
and Sublessee anticipate that the Expansion Date for Suite 1 shall be the earlier to occur of: (i) Sublessee's occupancy of such space for the conduct of
Sublessee's business therein, or (ii) June 15, 2006; the Expansion Date for Suite 2 shall be March 31 2006 and the Expansion Date for Suite 3 shall be June 15, 2006.
However, if Sublessor for any reason cannot deliver possession of any of those suites to Sublessee on or before such anticipated Expansion Dates, then Sublessor shall not be subject to any liability
therefor; nor shall such failure affect the viability of the Sublease or this Amendment or the obligations of Sublessee thereunder; provided, however, that if the Expansion Date for any suite has not
occurred within sixty (60) days after the anticipated Expansion Date therefor described above, then, once the Expansion Date has occurred for such suite, Sublessee shall be entitled to one
(1) day of
additional free Base Rent for such suite for each day after the sixtieth (60th) day after the anticipated Expansion Date until the date on which the Expansion Date for such suite actually occurs. If
the Expansion Date for any suite has not occurred by the date that is one hundred eighty (180) days after the anticipated Expansion Date therefor described above, then Sublessee may, as
Sublessee's sole and exclusive remedy, terminate the entire Sublease (but not the Sublease with respect to a portion of the Sublet Space only) by delivering written notice thereof to Sublessor at any
time prior to the earlier of: (i) the date the Expansion Date for such suite actually occurs, or (ii) the date which is two hundred (200) days after the anticipated Expansion Date
for such suite, which termination shall be effective upon a date set forth in a written notice from Sublessee to Sublessor after Sublessee has found suitable replacement premises, provided that such
date shall not be less than thirty (30) nor more than one hundred eighty (180) days after the date of such termination notice. Sublessor shall not extend the term of any of the existing
subleases for the Expansion Space beyond their currently scheduled expiration dates. Sublessor shall use commercially reasonable efforts to enforce the terms of the existing subleases with respect to
the timely surrender of the Expansion Space in the condition required under the terms of the existing subleases, and if Sublessor deems it necessary, shall initiate eviction proceedings with respect
to any holdover subtenants. 


        d.     The
term "Sublet Space," as used in the Sublease and this Amendment, shall hereinafter refer to the Existing Sublet Space, and any Expansion Space added to the Existing
Sublet Space pursuant to this Amendment, as of the Expansion Date for such relevant Expansion Space. 




        4.    Base Rent.    



        a.     Commencing
on (i) the Extension Date as to all of the Existing Sublet Space, and (ii) the relevant Expansion Date as to the relevant portion of the
Expansion Space, Sublessee's Base Rent and Additional Rent shall be determined in accordance with the provisions of this Paragraph 4, payable in accordance with the timing and procedures
applicable thereto pursuant to Section 5 of the Sublease, 


        b.     With
respect to the Sublet Space, Sublessee shall pay as the Base Rent an annual amount equal to the product of (x) Fifteen and 50/100 Dollars ($15.50) (the  "Base Rent Rate"), multiplied by (y) the
square feet of rentable square feet then comprising the Sublet Space. 


        c.     Commencing
on (i) the Extension Date as to the Existing Sublet Space and (ii) the relevant Expansion Date as to the Expansion Space, Sublessee shall also
pay the Additional Rent as to the Sublet Space in accordance with the provisions of Section 5.b. of the Sublease, provided, however, (a) as of the Extension Date, the Base Year shall be
the calendar year 2005 instead of calendar year 2001 and (b) as of each Expansion Date, Sublessee's Share of the Additional Rent 












shall
be increased to include the relevant Expansion Space sublet. Upon Sublessee's subleasing the entire Expansion Space, Sublessee's Share shall be 100%. 




        5.    Electricity.    Sublessee acknowledges and agrees that Sublessee shall be solely responsible for the payment of
any and all electricity used by Sublessee in the Sublet Space. If the Sublet Space is separately metered, then Sublessee shall pay all such electricity expenses directly to the provider of electricity
to the Building. 


        6.    Security Deposit.    


        Sublessor
and Sublessee acknowledge and agree that, as of the date of this Amendment, Sublessor is currently holding a security deposit from Sublessee [in the form of a
letter of credit] in the amount of Fifty-Nine Thousand Two Hundred Eighty-Nine and 76/100 Dollars ($59,289.76) (the "Existing Security
Deposit"). Upon the execution of this Amendment, Sublessee shall deposit with Sublessor the additional sum of One Hundred Fifty and 00/100 Dollars ($150,000.00) (the
"Additional Security Deposit"), which amount shall act as an additional security deposit under the Sublease and shall be held by Sublessor pursuant to
all of the terms of Section 6 of the Sublease. As of the date of this Amendment, the term "Security Deposit," as used in the Sublease, shall mean both the Existing Security Deposit and the
Additional Security Deposit, collectively. Notwithstanding anything herein to the contrary, on November 1, 2008, provided that: (i) Sublessee is not then in default hereunder, and
(ii) Sublessee has not been in default hereunder more than two (2) times during the Term of the Sublease, then the amount of the Additional Security Deposit shall be reduced to
Seventy-Five Thousand and 00/100 Dollars ($75,000.00) and Sublessor shall deliver Seventy-Five Thousand and 00/100 Dollars ($75,000.00) of the Additional Security Deposit to
Sublessee; provided, however, that if Sublessee subsequently defaults in any of Sublessee's obligations hereunder then Sublessor may (provided that Sublessor does not terminate the Sublease as a
result thereof), in addition to any other rights and remedies available to Sublessee at law or in equity, require that Sublessee, within five (5) business days of Sublessor's request therefor,
deliver an additional Seventy-Five Thousand and 00/100 Dollars ($75,000) to Sublessor in order to replenish the Additional Security Deposit to its original amount of One Hundred Fifty
Thousand and 00/100 Dollars ($150,000.00)., 


        7.    Option to Extend.    The option to extend the Term of the Sublease described in Section 1.d of the
Sublease is hereby terminated and rendered null and void and shall be of no further force or effect. 


        8.    Right of First Offer.    The right of first offer described in Section 14 of the Sublease is hereby
terminated and rendered null and void and shall be of no further force or effect. 


        9.    Condition of Sublet Space.    


        Sublessee
has made a complete examination and inspection of the Sublet Space (including the Expansion Space) and accepts the same in its current condition, as-is, without
recourse to Sublessor, and Sublessor shall have no obligation to complete any improvements to the Sublet Space,
including the Expansion Space, ADDITIONALLY, SUBLESSOR SHALL MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LEASEHOLD IMPROVEMENTS IN THE SUBLET SPACE, INCLUDING THE EXPANSION SPACE. ALL
IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED. 


        10.    Brokerage Commissions.    


        Except
for the commission payable to Spaulding Slye/Colliers International (the "Sublessor's Broker") and Richards, Barry Joyce &
Partners (the "Sublessee's Broker" and, together with Sublessor's Broker, the "Brokers"), Sublessor and
Sublessee hereby represent and warrant to each other that no commission is due and payable to any broker or other leasing agent in connection with this Amendment as a result of its own dealings with
any such broker or leasing agent, and Sublessor and Sublessee hereby agree to indemnify and hold each other harmless from and against all loss, damage, cost and expense (including reasonable
attorneys' fees) suffered by the other party as a result of a breach of the foregoing representation and warranty. 










        11.    Recognition Agreement.    


        Contemporaneously
with this Amendment, Sublessor, Sublessee and Landlord are entering into a Recognition Agreement with respect to the Sublease as amendment hereby ("Recognition
Agreement"), and the provisions of the Recognition Agreement are incorporated into this Amendment as if set forth herein in full. 


        12.    Full Force and Effect.    



        In
the event any of the terms of the Sublease conflict with the terms of this Amendment, the terms of this Amendment shall control. Except as amended hereby and by the Recognition
Agreement, all terms and conditions of the Sublease shall remain in full force and effect, and Sublessor and Sublessee hereby ratify and confirm the Sublease as amended hereby. The Sublease, as
amended herein and as affected by the Recognition Agreement, constitutes the entire agreement between the parties hereto and no further modification of the Sublease shall be binding unless evidenced
by an agreement in writing signed by Sublessor and Sublessee. For the avoidance of doubt, Tenant confirms that it is the same entity referred to in the original Sublease as "Starent
Networks, Inc." and that its correct name is "Starent Networks, Corp." 


[SIGNATURE
PAGE FOLLOWS] 








        IN
WITNESS WHEREOF, Sublessor and Sublessee have executed this Amendment as of the day and year set forth above. 



	 	 	SUBLESSOR:
	

 	
 	

NETWORK APPLIANCE, INC.,

a Delaware corporation
	

 	
 	

By:	

/s/ THOM BRYANT

	 	 	Name:	Thom Bryant
	 	 	Title:	VP, WORKPLACE RESOURCES
	

 	
 	

SUBLESSEE:
	

 	
 	

STARENT NETWORKS, CORP.
	

 	
 	

By:	

[ILLEGIBLE]

	 	 	 	Name:
	 	 	 	Title:










   
EXHIBIT A 


EXPANSION
SPACE 




  


A-1








RECOGNITION AND NON-DISTURBANCE AGREEMENT  


        This Recognition and Non-Disturbance Agreement dated as of June 27, 2005, by and between NORTH TEWKSBURY COMMONS,
L.L.C., a Massachusetts limited liability company ("Landlord"), NETWORK APPLIANCE INC., a California corporation,
("Tenant"), and STARENT NETWORKS, CORP., a Delaware corporation ("Subtenant"), 


WITNESSETH 


        WHEREAS,
pursuant to a lease dated December 1, 2000, (the "NA Lease") Landlord leased to Tenant approximately 36,368 Rentable Square Feet (the "NA Premises"), being all of the
rentable areas on the first and second floors of the Building known as 30 International Place in the Tewksbury, Massachusetts; 



        WHEREAS,
pursuant to Sublease Agreement effective as of March 24, 2002, as amended by a First Amendment to Sublease Agreement of even date herewith (as so amended, the
"Sublease"), Tenant sublet to Subtenant approximately 18,243 Rentable Square feet of space in the NA Premises and will sublet additional space in the NA Premises as it becomes available (the space so
sublet, as it may be expanded from time to time pursuant to the Sublease, is referred to herein as the "Sublet Premises"); 


        WHEREAS,
Subtenant is tenant under a lease dated October 24, 2000, as amended by a First Amendment dated December 1, 2000 and by a Second Amendment of even date herewith
(as so amended, the "Starent Lease") with respect to the third floor of the Building, being all of the remaining rentable area in the Building; and 


        WHEREAS,
Landlord has agreed that Subtenant's possession of the Sublet Premises demised under the Sublease and its rights under the Sublease shall not be terminated as a result of a
termination of the NA Lease, but in such event the Sublease shall be a direct lease between Landlord and Subtenant, on the terms and conditions hereinafter set forth, 


        NOW,
THEREFORE, in consideration of Ten Dollars ($10.00) and other good and sufficient consideration, the receipt whereof is hereby acknowledged, Landlord, Tenant and Subtenant hereby
act and as agree as follows. 


        1.    Definitions.    Capitalized terms used herein which are defined in the NA Lease shall have the same meanings set
forth in the NA Lease. 


        2.    Consent to Sublease.    Pursuant to Section 18.1 of the NA Lease, Landlord consents to the Sublease. 


        3.    Recognition.    Subject to the provisions of Paragraph 4 below, Landlord and Subtenant agree that in the
event the NA Lease shall be terminated for any reason, the Sublease shall not terminate and shall continue as a direct lease between Landlord and Tenant from and after the date of such termination of
the NA Lease with the same force and effect and with the same relative priority in time and right as if Landlord had originally entered the NA Lease as Landlord thereunder, without disruption of
Subtenant's right of possession, and Landlord agrees to recognize Subtenant as the Landlord's tenant under the Sublease on all the terms and conditions contained in the Sublease, including terms of
the NA Lease incorporated into the Sublease by reference, except that from and after the termination of the NA Lease, the Base Rent and Additional Rent payable under the Sublease shall be increased to
be at the same rate per Rentable Square Foot as in the Starent Lease, applied to the number of Rentable Square Feet included in the NA Premises. Subtenant agrees to attorn to Landlord if the NA Lease
shall have been terminated, upon the terms and conditions set forth herein, for the remainder of the term of the Sublease, and to confirm such attornment in a written instrument satisfactory to
Landlord. 







 



        4.    Casualty and Condemnation.    



        (a)   In
the event (a) either Landlord or Tenant terminate the NA Lease pursuant to Article 16 (Damage and Destruction) or Article 17 (Condemnation) of
the NA Lease and (b) neither Landlord nor Subtenant, as tenant under the Starent Lease, has terminated the Starent Lease pursuant to Article 16 (Damage and Destruction) or
Article 17 (Condemnation) thereof, or, if Landlord or Subtenant then have the right to terminate the Starent Lease pursuant to said Article 16 or Article 17, and the applicable
time periods have not expired, but Landlord and Subtenant have, at their election, waived their respective rights to so terminate the Starent Lease, then Landlord shall give Subtenant notice that the
NA Lease has been so terminated, and effective upon such notice: (i) the premises demised under the Starent Lease shall be expanded to include the entire NA Premises on the terms and conditions
of the Starent Lease, (ii) without limiting the generality of the immediately preceding clause (i), the Base Rent and Additional Rent payable under the Starent Lease shall be increased
by the multiplying the Base Rent and Additional Rent per Rentable Square Foot under the Starent Lease by the number of Rentable Square Feet included in the NA Premises, subject to all the conditions
contained in the Starent Lease, including without limitation, rent abatement due to casualty pursuant to Section 16.5 of
the Starent Lease, and (iii) again without limiting the generality of said clause (i), Tenant's Share shall be increased to 100%. Such changes shall take effect without further action of
the parties, but Subtenant and Landlord agree to execute an amendment to the Starent Lease to confirm such changes promptly after they take effect, and Tenant agrees to join in such amendment for the
sole purpose of confirming the termination of the NA Lease. 


        (b)   In
the event (a) either Landlord or Tenant terminates the NA Lease pursuant to Article 16 (Damage and Destruction) or Article 17 (Condemnation) of
the NA Lease and (b) either Landlord or Subtenant, as tenant under the Starent Lease, terminates the Starent Lease pursuant to Article 16 (Damage and Destruction) or Article 17
(Condemnation) thereof, then notwithstanding anything herein to the contrary the Sublease shall also be terminated and shall not survive as a direct lease between Landlord and Subtenant. 




        5.    Alterations.    Landlord and Tenant acknowledge and agree that Subtenant is hereby authorized to directly
request from Landlord approval of proposed alterations in the Sublet Premises, and Tenant hereby authorizes and directs Landlord to communicate directly with Subtenant regarding construction and
approval of Alterations pursuant to Article 13 of the NA Lease without copying Tenant on such correspondence. Landlord hereby agrees that (a) Tenant shall have no liability to Landlord
with respect to such alterations for which Subtenant has directly requested Landlord's consent hereunder, and for which Landlord has granted consent, (b) Subtenant, and not Tenant, shall have
the obligation to remove such alterations at the expiration of the term of the NA Lease and (c) the failure of Subtenant to remove such alterations if so required by Landlord shall not be
deemed a holding over by Tenant. 


        6.    Audit Rights.    Landlord and Tenant acknowledge and agree that Subtenant is hereby authorized to exercise
Tenant's right (in lieu of Tenant) to examine, inspect and audit the records of Landlord pursuant to Section 6.7 of the NA Lease, and to give any notices required or permitted to be given
thereunder. Tenant hereby authorizes and directs Landlord to accept such notices from Subtenant and to give effect to such notices as notice from Tenant. 



        7.    Assignment and Subletting.    Landlord agrees that an approval of a Transfer (as defined in the Starent Lease)
for which an approval is required under the Starent Lease shall be effective with respect to the same Transfer of the Sublease. Tenant agrees that it will not deny consent to a Transfer of the
Sublease so long as Landlord has consented to such Transfer, so long as Subtenant remains liable under the Sublease. 


        8.    Communications Between Subtenant and Landlord.    Tenant agrees that Subtenant and Landlord may communicate
directly concerning matters affecting the Sublet Premises, the Building and 


2







 



the
Real Property without the necessity of copies to Tenant. Tenant shall continue to receive notices required or permitted to be given under the NA Lease, and Landlord agrees that copies of notices
given under the NA Lease shall also be given to Subtenant at the following address: 




Starent
Networks, Corp..

30 International Place, Suite 300

Tewksbury, MA 01876

Attn: John P. Delea, Jr., Chief Financial Officer

Telephone: 978-640-9090

Fax: 978-640-6825 





        9.    Conforming Provisions.    Notwithstanding anything in the NA Lease to the contrary, Landlord agrees that so long
as the Sublease is in effect: 



        (a)   Starent
and its successors and assigns will be permitted to use the Sublet Premises for the uses permitted under the Starent Lease; and 



        (b)   Landlord
agrees to maintain the insurance coverage required by Section 15.12 (Landlord's Property Insurance) of the Starent Lease. 


        (c)   A
new Section 22.4 shall be deemed added to the NA Lease, as follows: "Notwithstanding anything in this Article 22 to the contrary, the obligations of
Tenant under this Article 22 with respect to any Encumbrances or Underlying Leases not existing as of the date hereof are conditioned upon the execution and delivery by the holder thereof and
Landlord to Tenant of a commercially customary, recordable subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to Tenant, providing that in
the event such holder or a transferee of such holder succeeds to the interest of Landlord hereunder, such holder or transferee shall recognize and not disturb the tenancy of Tenant under this Lease
for so long as Tenant is not in default hereunder beyond any applicable notice and cure periods." 




        10.    Bind and Inure.    This Recognition and Non-Disturbance Agreement shall bind and inure to the
benefit of Landlord, Tenant and Subtenant and their respective successors and assigns, and shall be self-operative upon any such demand, without requiring any further instrument to affect
said provisions; provided, however, that Landlord and Subtenant each agree, in the event of a termination of the NA Lease, upon demand of the other party, to execute, from time to time an instrument
and confirmation of the foregoing provisions, reasonably satisfactory to Landlord and Subtenant, which shall acknowledge the non-termination of the Sublease and the attornment of
Subtenant, or, upon demand of the other, to execute and deliver a new lease on the same terms and conditions as the Sublease (including terms of the NA Lease incorporated into the Sublease by
reference) for the unexpired term of the Sublease. 


[Execution
page follows.] 


3







 

        Executed
under seal as of the day and year first above written. 



	 	 	LANDLORD

NORTH TEWKSBURY COMMONS, L.L.C.
	

 	
 	

By:	

/s/ DAVID J. WAHR

	 	 	 	Name: David J. Wahr
	 	 	 	Title: Member
	

 	
 	

TENANT

NETWORK APPLIANCE INC.
	

 	
 	

By:	

/s/ THOM BRYANT

	 	 	 	Name: Thom Bryant
	 	 	 	Title: VP, Workplace Resources
	

 	
 	

SUBTENANT

STARENT NETWORKS, CORP.
	

 	
 	

By:	

/s/ JEFFERY S. BASILE

	 	 	 	Name: Jeffery S. Basile
	 	 	 	Title: Assistant Treasurer




4









  



	COMMONWEALTH OF MASSACHUSETTS	 	 
	COUNTY OF MIDDLESEX, ss	 	July 18, 2005
	 	 	






        Then
personally appeared before me the above-named David J. Wahr, as aforesaid, and acknowledged the foregoing instrument to be the free act and deed of said North Tewksbury
Commons, L.L.C. 



	

 	
 	

[ILLEGIBLE]
 Notary Public




5







 

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT  



	State of California	 	)	 	 	 	 
	 	 	)	 	ss.	 	 
	County of Santa Clara	 	)	 	 	 	 





	On June 27, 2005 before me,	 	Rosemary Barnett, Notary Public
	 	 	

	 	 	Name and Title of Officer (e.g., "Jane Doe, Notary Public")





	personally appeared	 	Thom Bryant
	 	 	
Name(s) of Signer(s)







	 	 	ý	 	personally known to me
	 	 	o	 	proved to me on the basis of satisfactory evidence
	

[SEAL]	
 	

to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
	

 	
 	

WITNESS my hand and official seal.
	

 	
 	

/s/ ROSEMARY BARNETT

	 	 	Signature of Notary Public






—OPTIONAL—


Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form
to another document.  


Description of Attached Document



	Title or Type of Document: Recognition and Non-Disturbance Agreement
	

Document Date: June 27, 2005	
 	

Number of Pages: 6
	

Signer(s) Other Than Named Above:





Capacity(ies) Claimed by Signer


Signer's
Name: Thom Bryant 



	 	 	 	 	RIGHT THUMBPRINT

OF SIGNER

Top of thumb here
	o	 	Individual	 	 
	ý	 	Corporate Officer—Title(s): Vice President	 	 
	o	 	Partner—o Limited  o General	 	 
	o	 	Attorney-in-Fact	 	 
	o	 	Trustee	 	 
	o	 	Guardian or Conservator	 	 
	o	 	Other:	 	 
	

Signer Is Representing: Network Appliance, Inc.	
 	

 




6







 


	COMMONWEALTH OF MASSACHUSETTS	 	 
	COUNTY OF MIDDLESEX, ss	 	July    , 2005
	 	 	






        Then
personally appeared before me the above-named Jeff Basile, as aforesaid, and acknowledged the foregoing instrument to be the free act and deed of said Starent Network, Corp. 



	

[SEAL]

JOHN P. DELEA, JR.

NOTARY PUBLIC

MASSACHUSETTS U.S.A.

MY COMMISSION EXPIRES

APRIL 23, 2010	
 	

/s/ JOHN P. DELEA, JR.
 Notary Public




7








  



 
 

CONSENT AND AGREEMENT BY MORTGAGEE    




        The
undersigned, A. T. Demoulas, Trustee of DF Nominee Trust, under Declaration of Trust dated April 26, 1972, as amended, and recorded with Middlesex North District Registry of
Deeds in Book 2007, Page 35, holder of a Mortgage dated December 23, 2002, recorded with said Deeds in Book 14282, Page 275 encumbering the Building and the Premises, does hereby consent to the
foregoing Recognition and Non-Disturbance Agreement, and for himself and his successors and assigns agree to be bound by the agreements of Landlord contained therein in the event they
succeed to the interests of Landlord thereunder. 


        Executed
under seal as of the 21st day of July, 2005. 



	 	 	/s/ A. T. DEMOULAS
 A.T. Demoulas, as Trustee as aforesaid and not individually
	
COMMONWEALTH OF MASSACHUSETTS COUNTY OF MIDDLESEX, ss	
 	

July 21, 2005





        Then
personally appeared before me the above-named A.T. Demoulas, Trustee, and acknowledged the foregoing instrument to be his free act and deed, as Trustee as aforesaid, before me, 



	[SEAL] JAMES EDWARD CARTER

Notary Public

Commonwealth of Massachusetts

My Commission Expires Jan 29, 2010	 	/s/ JAMES EDWARD CARTER
 Notary Public




8







 

MASSACHUSETTS JURAT  



	Commonwealth of Massachusetts	 	) ss.
	County of Middlesex	 	)





On
this the 21st day of July, 2005, before me, James E. Carter, the undersigned Notary Public, personally appeared A.T. Demoulas, proved to me through satisfactory evidence of identity, which
was/were personally known to me, 



	 	 	to be the person(s) whose name(s) was/were signed on the preceding or attached document in my presence, and who swore or affirmed to me that the contents of the document are truthful and accurate to the best of
his/her/their knowledge and belief.
	

[SEAL] JAMES EDWARD CARTER

Notary Public

Commonwealth of Massachusetts

My Commission Expires Jan 29, 2010

    
 Place Notary Seal and/or Any Stamp Above	
 	

/s/ JAMES E. CARTER
 Signature of Notary Public
	

 	
 	

JAMES E. CARTER
 Printed Name of Notary
	

 	
 	

My Commission Expires	
 	

Jan 29 2010





OPTIONAL  



Although the information in this section is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment
of this form to another document.


Description of Attached Document  



	Title or Type of Document: Recognition & Non-Disturbance

Document Date: June 27 2005        Number of Pages: 8

Signer(s) Other Than Named Above:	 	Right Thumbprint

of Signer

Top of thumb here




9











QuickLinks


OFFICE LEASE

ARTICLE 1 SUMMARY OF BASIC LEASE INFORMATION

ARTICLE 2 REAL PROPERTY, BUILDING AND PREMISES

ARTICLE 3 FIRST OFFER RIGHT

ARTICLE 4 LEASE TERM


ARTICLE 5 BASE RENT

ARTICLE 6 ADDITIONAL RENT

ARTICLE 7 SECURITY DEPOSIT


ARTICLE 8 USE

ARTICLE 9 COMPLIANCE WITH LAWS

ARTICLE 10 HAZARDOUS MATERIAL

ARTICLE 11 UTILITIES AND SERVICES

ARTICLE 12 REPAIRS AND MAINTENANCE



ARTICBE 13 ALTERATIONS AND ADDITIONS

ARTICLE 14 COVENANT AGAINST LIENS

ARTICLE 15 INDEMNIFICATION AND INSURANCE


ARTICLE 16 DAMAGE AND DESTRUCTION

ARTICLE 17 CONDEMNATION

ARTICLE 18 ASSIGNMENT AND SUBLEASING


ARTICLE 24 LANDLORD'S RIGHT TO PERFORM TENANT'S OBLIGATIONS

ARTICLE 25 LATE PAYMENTS

ARTICLE 26 NON-WAIVER

ARTICLE 27 ATTORNEY FEES AND COSTS

ARTICLE 28 LANDLORD'S ACCESS TO PREMISES

ARTICLE 29 SIGNS

ARTICLE 30 MISCELLANEOUS



Exhibit C TENANT WORK LETTER

Section 1 Landlord's Initial Construction In The Premises

Section 2 Tenant Improvements

Section 3 Construction Drawings


Section 5 Completion of Tenant Improvements Delay Of Lease Commencement Date

Section 6 Miscellaneous


Schedule 1 Standard Tenant Improvement Package


Schedule 2


FIRST AMENDMENT TO LEASE


CONSENT AND AGREEMENT BY MORTGAGEE