EXHIBIT
10.3


 


NORTHWEST PARK


 


LEASE


 


BY AND BETWEEN


 


N.W. BUILDING 28 TRUST


 


AND


 


AVID TECHNOLOGY, INC.

10 NORTH AVENUE


 


AT NORTHWEST PARK


 


BURLINGTON, MASSACHUSETTS


 

















 


TABLE
OF CONTENTS


 


	
  TABLE OF CONTENTS

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 1 REFERENCE DATA

  	
  3

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  SUBJECT REFERRED TO

  	
  3

  
	
  1.2

  	
  EXHIBITS

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 PREMISES AND TERM

  	
  6

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  PREMISES

  	
  6

  
	
  2.2

  	
  TERM

  	
  6

  
	
  2.2.1

  	
  Condition
  Precedent

  	
  6

  
	
  2.3

  	
  EXTENSION OPTION

  	
  7

  
	
  2.4

  	
  TERMINATION OPTION

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 IMPROVEMENTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  BASE BUILDING CONDITION; TENANT IMPROVEMENT WORK

  	
  8

  
	
  3.2

  	
  LATE DELIVERY

  	
  9

  
	
  3.3

  	
  PLANS AND SPECIFICATIONS

  	
  9

  
	
  3.4

  	
  COST OF TIW; TENANT’S SHARE

  	
  10

  
	
  3.5

  	
  WORK CHANGE ORDERS

  	
  10

  
	
  3.6

  	
  ACCEPTANCE OF THE PREMISES

  	
  11

  
	
  3.7

  	
  PRE-COMMENCEMENT ENTRY

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 RENT

  	
  11

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  THE FIXED RENT

  	
  11

  
	
  4.2

  	
  ADDITIONAL RENT

  	
  12

  
	
  4.2.1

  	
  Real Estate
  Taxes

  	
  12

  
	
  4.2.2

  	
  Personal
  Property Taxes

  	
  13

  
	
  4.2.3

  	
  Operating
  Costs

  	
  13

  
	
  4.2.4

  	
  Insurance

  	
  15

  
	
  4.2.5

  	
  Utilities

  	
  16

  
	
  4.3

  	
  LATE PAYMENT OF RENT

  	
  16

  
	
  4.4

  	
  LETTER OF CREDIT

  	
  16

  
	
  4.4.1

  	
  Amount of
  Letter of Credit

  	
  16

  
	
  4.4.2

  	
  Renewal of
  Letter of Credit

  	
  16

  
	
  4.4.3

  	
  Draws to Cure
  Defaults

  	
  16

  
	
  4.4.4

  	
  Draws to Pay
  Damages

  	
  16

  
	
  4.4.5

  	
  Issuing Bank

  	
  17

  
	
  4.4.6

  	
  Draws for
  Failure to Deliver Substitute Letter of Credit

  	
  17

  
	
  4.4.7

  	
  Transferability

  	
  17

  
	
  4.4.8

  	
  Return of
  Letter of Credit at End of Term

  	
  17

  
	
  4.4.9

  	
  Reduction in
  Letter of Credit Amount

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 LANDLORD’S COVENANTS

  	
  17

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  AFFIRMATIVE COVENANTS

  	
  17

  
	
  5.1.1

  	
  Heat and
  Air-Conditioning

  	
  17

  
	
  5.1.2

  	
  Electricity

  	
  17

  
	
  5.1.3

  	
  Water

  	
  18

  
	
  5.1.4

  	
  Fire Alarm

  	
  18

  
	
  5.1.5

  	
  Repairs

  	
  18

  
	
  5.2

  	
  INTERRUPTION

  	
  18

  
	
  5.3

  	
  TENANT’S SECURITY; OUTSIDE SERVICES; SNOW REMOVAL

  	
  18

  
	
  5.4

  	
  ACCESS

  	
  18

  
	
  5.5

  	
  ENVIRONMENTAL

  	
  18

  
	
  5.6

  	
  INSURANCE

  	
  19

  
	
  5.7

  	
  REPRESENTATIONS

  	
  19

  
	
  5.8

  	
  INDEMNIFICATION

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 TENANT’S ADDITIONAL
  COVENANTS

  	
  19

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  AFFIRMATIVE COVENANTS

  	
  19

  
	
  6.1.1

  	
  Perform
  Obligations

  	
  19

  
	
  6.1.2

  	
  Use

  	
  19

  
	
  6.1.3

  	
  Repair and
  Maintenance

  	
  19

  
	
  6.1.4

  	
  Compliance
  with Law

  	
  20

  
	
  6.1.5

  	
  Indemnification

  	
  20

  
	
  6.1.6

  	
  Landlord’s
  Right to Enter

  	
  20

  
	
  6.1.7

  	
  Personal
  Property at Tenant’s Risk

  	
  20

  
	
  6.1.8

  	
  Payment of
  Landlord’s Cost of Enforcement

  	
  21

  
	
  6.1.9

  	
  Yield Up

  	
  21

  
	
  6.1.10

  	
  Rules and
  Regulations

  	
  21

  
	
  6.1.11

  	
  Estoppel
  Certificate

  	
  21

  
	
  6.1.12

  	
  Landlord’s
  Expenses Re: Consents

  	
  22

  



 


1

















 


	
  6.1.13

  	
  Representation

  	
  22

  
	
  6.2

  	
  NEGATIVE COVENANTS

  	
  22

  
	
  6.2.1

  	
  Assignment and
  Subletting

  	
  22

  
	
  6.2.2

  	
  Nuisance

  	
  23

  
	
  6.2.3

  	
  Hazardous
  Wastes and Materials

  	
  23

  
	
  6.2.4

  	
  Heavy
  Equipment

  	
  23

  
	
  6.2.5

  	
  Installation,
  Alterations or Additions

  	
  24

  
	
  6.2.6

  	
  Abandonment

  	
  25

  
	
  6.2.7

  	
  Signs

  	
  25

  
	
  6.2.8

  	
  Parking and
  Storage

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 CASUALTY OR TAKING

  	
  25

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  TERMINATION

  	
  25

  
	
  7.2

  	
  RESTORATION

  	
  26

  
	
  7.3

  	
  AWARD

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 DEFAULTS

  	
  26

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  EVENTS OF DEFAULT

  	
  26

  
	
  8.2

  	
  REMEDIES

  	
  26

  
	
  8.3

  	
  REMEDIES CUMULATIVE

  	
  27

  
	
  8.4

  	
  LANDLORD’S RIGHT TO CURE DEFAULTS

  	
  27

  
	
  8.5

  	
  EFFECT OF WAIVERS OF DEFAULT

  	
  27

  
	
  8.6

  	
  NO WAIVER, ETC.

  	
  27

  
	
  8.7

  	
  NO ACCORD AND SATISFACTION

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9 RIGHTS OF MORTGAGE
  HOLDERS

  	
  27

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  RIGHTS OF MORTGAGE HOLDERS

  	
  27

  
	
  9.2

  	
  LEASE SUPERIOR OR SUBORDINATE TO MORTGAGES

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 MISCELLANEOUS
  PROVISIONS

  	
  28

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  NOTICES FROM ONE PARTY TO THE OTHER

  	
  28

  
	
  10.2

  	
  QUIET ENJOYMENT

  	
  28

  
	
  10.3

  	
  LEASE NOT TO BE RECORDED

  	
  28

  
	
  10.4

  	
  LIMITATION OF LANDLORD’S LIABILITY

  	
  28

  
	
  10.5

  	
  FORCE MAJEURE

  	
  28

  
	
  10.6

  	
  LANDLORD’S DEFAULT

  	
  29

  
	
  10.7

  	
  BROKERAGE

  	
  29

  
	
  10.8

  	
  APPLICABLE LAW AND CONSTRUCTION; MERGER; JURY TRIAL

  	
  29

  



 


2
















 


NORTHWEST PARK


 


L E A S E


 


ARTICLE 1 

Reference Data


 


1.1                                 Subject
Referred To.


 


Each reference in this
Lease to any of the following subjects shall be construed to incorporate the
data stated for that subject in this Section 1.1.


 


	
  Date of this Lease:

  	
  November 20, 2009

  
	
   

  	
   

  
	
  Building:

  	
  The single-story building in Northwest Park in Burlington,
  Massachusetts (hereinafter referred to as the “Park”) on a parcel of land
  described in deed filed with the Middlesex South Registry of Deeds in Book
  11445, Page 176 and known as 10 North Avenue (the Building and such
  parcel of land hereinafter being collectively referred to as the “Property”).

  
	
   

  	
   

  
	
  Premises:

  	
  The entire Building, substantially as shown on Exhibit A
  attached hereto.

  
	
   

  	
   

  
	
  Rentable Floor

  	
   

  
	
  Area of Premises:

  	
  30,208 square feet.

  
	
   

  	
   

  
	
  Landlord:

  	
  Rodger P. Nordblom, Peter C. Nordblom, George Macomber and John D.
  Macomber, as Trustees of N.W. Building 28 Trust under Declaration of Trust
  dated December 11, 1967 and recorded in Middlesex South Registry of
  Deeds, Book 11445, Page 169.

  
	
   

  	
   

  
	
  Original Notice

  	
   

  
	
  Address of Landlord:

  	
  c/o Nordblom Management Company, Inc.

  
	
   

  	
  15 Third Avenue

  
	
   

  	
  Burlington, Massachusetts 01803

  
	
   

  	
   

  
	
  Tenant:

  	
  Avid Technology, Inc., a Delaware corporation

  
	
   

  	
   

  
	
  Original Notice

  	
   

  
	
  Address of Tenant:

  	
  Prior to Tenant’s occupancy:

  
	
   

  	
   

  
	
   

  	
  One Park West

  
	
   

  	
  Tewksbury, MA 01876

  
	
   

  	
  Attn: Director of Real Estate

  
	
   

  	
   

  
	
   

  	
  On and after Tenant’s occupancy:

  
	
   

  	
   

  
	
   

  	
  75 Network Drive

  
	
   

  	
  Burlington, MA 01803

  
	
   

  	
  Attn: Director of Real Estate

  
	
   

  	
   

  
	
  Expiration Date:

  	
  The last day of the tenth (10th) Lease Year (defined in Section 2.2)

  
	
   

  	
   

  
	
  Commencement Date:

  	
  The later of (a) the date on which Landlord’s Work in the
  Building, the Building 65 Premises (as defined below) and the Building 75
  Premises (as defined below) is Substantially Completed (defined in
  Section 2.2) and (b) June 1, 2010.

  
	
   

  	
   

  
	
  Original Term:

  	
  Ten Lease Years.

  
	
   

  	
   

  
	
  Target Commencement Date:

  	
  June 1, 2010.

  
	
   

  	
   

  
	
  Design Development

  	
   

  
	
  Permitting/Pricing Plans Date:

  	
  November 13, 2009.

  
	
   

  	
   

  
	
  Final Plans Date:

  	
  December 11, 2009.

  
	
   

  	
   

  
	
  Rent Commencement Date:

  	
  The date that is 180 days from, and including, the Commencement Date,
  subject to Sections 3.2 and 4.1.

  



 


3

















 


	
  Annual Fixed Rent Rate:

  	
  Commencement Date – Rent Commencement Date: 

  	
  $0.00

  
	
   

  	
   

  	
   

  
	
   

  	
  Rent Commencement Date – end of 1st Lease Year:

  	
  $286,976.04

  
	
   

  	
  2nd – 5th Lease Years: 

  	
  $286,976.04

  
	
   

  	
  6th – 10th Lease Years:

  	
  $317,184.00

  
	
   

  	
   

  	
   

  
	
  Monthly Fixed Rent Rate:

  	
  Commencement Date – Rent Commencement Date: 

  	
  $0.00

  
	
   

  	
  Rent Commencement Date – end of 1st Lease Year:

  	
  $23,914.67

  
	
   

  	
  2nd – 5th Lease Years: 

  	
  $23,914.67

  
	
   

  	
  6th – 10th Lease Years: 

  	
  $26,432.00

  
	
   

  	
   

  
	
  Letter of Credit Amount:

  	
  $143,866.00 (i.e. 6 times the
  average monthly rent over 10 years), subject to reduction pursuant to
  Section 4.4.9

  
	
   

  	
   

  
	
  TI Allowance:

  	
  $604,160.00

  
	
   

  	
   

  
	
  Construction Escrow Agreement:

  	
  That certain Construction Escrow Agreement dated as of the date
  hereof by and among Landlord, Tenant and Lawyers Title Insurance Corporation.

  
	
   

  	
   

  
	
  Tenant’s Percentage:

  	
  The ratio of the Rentable Floor Area of the Premises to the total
  rentable area of the Building, which is One Hundred percent (100%).

  
	
   

  	
   

  
	
  Initial Estimate of

  	
   

  
	
  Tenant’s Percentage of

  	
   

  
	
  Taxes for the Tax Year:

  	
  $59,997.00 (based on 2009 fiscal tax year)

  
	
   

  	
   

  
	
  Initial Estimate of

  	
   

  
	
  Tenant’s Percentage of

  	
   

  
	
  Operating Costs for the

  	
   

  
	
  Calendar Year:

  	
  $77,456.00

  
	
   

  	
   

  
	
  Permitted Uses:

  	
  General business offices, and technology software and hardware
  research and development.

  
	
   

  	
   

  
	
  Public Liability Insurance Limits:

  	
   

  
	
   

  	
   

  
	
  Commercial General Liability:

  	
   

  
	
   

  	
   

  
	
   

  	
  $3,000,000 per occurrence

  
	
   

  	
  $5,000,000 general aggregate

  
	
   

  	
   

  
	
  Brokers:

  	
  FHO Partners, LLC

  
	
   

  	
   

  
	
  Building 75 Premises:

  	
  The  entire building located at 75
  Network Drive, Burlington, MA owned by Landlord’s affiliate, NetView
  1,2,3,4 & 9 LLC.

  
	
   

  	
   

  
	
  Building 75 Lease:

  	
  That certain lease between NetView 1,2,3,4 &9 LLC (the
  “Building 75 Landlord”), and Tenant for the Building 75 Premises, executed
  concurrently herewith.

  
	
   

  	
   

  
	
  Building 65 Premises:

  	
  The entirety of Wing B of the first floor, a portion of wing A of the
  first floor, and the entirety of the second floor of the building located at
  65 Network Drive, Burlington, MA owned by Landlord’s affiliate, NetView 5 and
  6, LLC.

  
	
   

  	
   

  
	
  Building 65 Lease:

  	
  That certain lease between NetView 5 and 6, LLC (the “Building 65
  Landlord”) and Tenant for the Building 65 Premises, executed concurrently
  herewith.

  
	
   

  	
   

  
	
  Avid Spaces:

  	
  The Premises, the Building 65 Premises and the Building 75 Premises,
  collectively.

  



 


4

















 


 


1.2                                 Exhibits.


 


The Exhibits listed below in this section are incorporated in this
Lease by reference and are to be construed as a part of this Lease.


 


	
  EXHIBIT A

  	
  Plan showing the
  Premises.

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  Commencement
  Date Notification

  
	
   

  	
   

  
	
  EXHIBIT B-1

  	
  Termination
  Payment

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  List of Schematic
  Design Plans

  
	
   

  	
   

  
	
  EXHIBIT C-1

  	
  Preliminary Plan
  of Loading Dock

  
	
   

  	
   

  
	
  EXHIBIT D

  	
  Work Change
  Order Form

  
	
   

  	
   

  
	
  EXHIBIT E

  	
  Rules and
  Regulations

  
	
   

  	
   

  
	
  EXHIBIT F

  	
  Form Tenant
  Estoppel Certificate

  
	
   

  	
   

  
	
  EXHIBIT G

  	
  Form Notice
  of Lease

  
	
   

  	
   

  
	
  EXHIBIT H

  	
  Form Letter
  of Credit

  
	
   

  	
   

  
	
  EXHIBIT I

  	
  Form of
  Subordination, Nondisturbance and Attornment Agreement

  



 


5
















 


ARTICLE 2 

Premises and Term


 


2.1                                 Premises.  Landlord hereby leases the Premises to Tenant
and Tenant hereby leases the Premises from Landlord, subject to and with the
benefit of the terms, covenants, conditions and provisions of this Lease.  Excluded from the Premises are the roof and
the exterior surfaces of the exterior walls of the Building.  Tenant shall have, as appurtenant to the
Premises, rights to use in common, subject to reasonable rules of general
applicability to tenants of the Park from time to time made by Landlord of
which Tenant is given notice:  (a) 
common walkways, roadways, and driveways necessary for access and egress to the
Building and the Property, and (b) the common parking areas serving the
Building.  There are currently 82 parking
spaces in the parking area serving the Building, which Tenant shall be
permitted to use, exclusively, provided, however, that Landlord shall have the
right, from time to time, to reconfigure the layout of some or all of the
parking area serving the Building as long as the parking area remains in the
same approximate vicinity around the Building as exists as of the Date of this
Lease, and provided, further, such reconfiguration will not result in a net
loss of the parking area as existed prior to such reconfiguration.  Landlord shall have no obligation to police
the use of the parking area.  In no event
will Landlord impact the functionality of the Building loading dock or the associated
access driveways serving it in any exercise of its right under this paragraph.


 


Landlord reserves the
right from time to time, without unreasonable interference with use of the
Premises:  (a) to make any repairs
and replacements to the Premises which Landlord may deem necessary, and (b) in
connection with any excavation made upon adjacent land of Landlord or others,
to enter, and to license others to enter, upon the Premises to do such work as
the person causing such excavation deems necessary to preserve the wall of the
Building from injury or damage and to support the same.  In exercising such rights, Landlord shall use
commercially reasonable efforts to avoid or minimize inconvenience to Tenant’s
operations in the Premises.


 


2.2                                 Term.  TO HAVE AND TO HOLD for the Original Term,
which shall begin on the Commencement Date, 
and end on the Expiration Date, unless sooner terminated as hereinafter
provided.  The term “Substantially
Completed” as used herein shall mean that the work to be performed by Landlord
pursuant to Exhibit C and the Final Plans (defined below) has been completed
with the exception of minor items which can be fully completed without material
interference with Tenant and other items which because of the season or weather
or the nature of the item are not practicable to do at the time, provided that
none of said items is necessary to make the Premises tenantable for the
Permitted Uses, that the Premises are delivered to Tenant broom clean and free
of prior tenants and occupants and their personal property, and a Certificate
of Occupancy (which may be a temporary Certificate of Occupancy, provided that
Landlord uses diligence to obtain a permanent Certificate of Occupancy within a
reasonable time) has been issued by the Town of Burlington and all other
requirements of “Substantial Completion” set forth in Section 3.6 have
been completed. However, if Landlord cannot obtain a temporary or permanent
certificate of occupancy by the Target Commencement Date because of a Tenant
Delay (defined in Section 3.1.B), then the Commencement Date shall be
deemed to have occurred and the Landlord’s Work deemed to be “Substantially
Completed” on the date that such work would have been Substantially Completed
but for such Tenant Delay (but Landlord shall not be relieved of the obligation
to actually complete Landlord’s Work (defined in Section 3.2 below) and
obtain a permanent Certificate of Occupancy). 
When the Commencement Date, the Expiration Date, the Rent Commencement
Dates, the beginning and end of the 1st Lease Year have been determined, as
well as the notice dates for exercising the Extension Option and the
Termination Option, such dates shall be evidenced by a document, in the form
attached hereto as Exhibit B and executed by Landlord and Tenant.  If Landlord’s Work in the Premises is
Substantially Completed prior to completion of the other Avid Spaces, and
Tenant occupies the Premises for the conduct of its business nonetheless, then
the Commencement Date for the Premises under this Lease will be deemed to have
occurred as of the date of Tenant’s occupancy. 
In that event, the first Lease Year under this Lease shall be extended
by the number of days necessary to make the last day of such first Lease Year
the same as the last day of the first lease year under the Building 75 Lease or
the Building 65 Lease, whichever lease has a first lease year expiring latest.


 


The term “Lease Year” as
used herein shall mean a period of twelve (12) consecutive full calendar
months.  The first Lease Year shall begin
on the Commencement Date if the Commencement Date is the first day of a
calendar month; if not, then the first Lease Year shall commence upon the first
day of the calendar month immediately following the calendar month in which the
Commencement Date occurs.  Each
succeeding Lease Year shall commence upon the anniversary date of the first
Lease Year.


 


2.2.1                     Condition
Precedent.  Reference is made to
the fact that Wing B of the Building 75 Premises is currently leased to and
occupied by Sun Microsystems, Inc. (“Sun”) pursuant to a lease dated June 27,
2007 (the “Sun Lease”), between Landlord’s affiliate, the Building 75 Landlord
and Sun for premises in certain buildings in the adjacent park known as Network
Drive at Northwest Park, including Wing B of Building 75.  Pursuant to the terms the Sun Lease, Sun has
elected to contract its premises and surrender Wing B effective as of June 30,
2010.  The Building 75 Landlord, the
Building 65 Landlord, and Tenant now desire that Sun accelerate the surrender
date to January 31, 2010. 
Therefore, it is an express condition precedent to this Lease, the
Building 75 Lease and the Building 65 Lease that Sun shall agree to an earlier
termination and surrender of Wing B of 


 


6

















 


Building 75 and
execute a letter agreement to that effect (the “Sun Letter Agreement”).
Landlord shall cause the Building 75 Landlord to use diligent efforts to obtain
the Sun Letter Agreement as soon as is reasonably practicable. If the Sun
Letter Agreement is not executed by the Building 75 Landlord and Sun and a copy
delivered to Tenant by the date that is ten (10) days after the full
execution of this Lease, Tenant shall have the right to terminate this Lease,
the Building 75 Lease and the Building 65 Lease by giving Landlord written
notice of termination any time after the expiration of such 10-day period, but
prior to and until such time that Landlord delivers the executed Sun Letter
Agreement.  If Tenant gives such notice,
then this Lease, the Building 75 Lease and the Building 65 Lease shall be
terminated immediately as of the date of Tenant’s notice.  If Tenant has not elected to so terminate the
leases, and the Building 75 Landlord, despite having used diligent efforts, has
not obtained a fully executed Sun Letter Agreement by the date that is 30 days after
full execution of this Lease, then Landlord shall have the right to terminate
this Lease, the Building 75 Lease and the Building 65 Lease by giving Tenant
written notice of termination at any time after the expiration of such 30-day
period, but prior to and until such time that Landlord delivers the executed
Sun Letter Agreement, such termination to be effective immediately as of the
date of the notice.  If this Lease and
the Building 75 Lease and the Building 65 Lease are terminated by either party,
no documentation other than a party’s notice of termination shall be required
to effectuate such termination, and neither party shall have any liability to
the other on account of termination.


 


2.3                                 Extension
Option.  A.  Tenant shall have two options (each, an “Extension
Option”) to extend the term of this Lease, each for an additional period of
five (5) years.  The first such five–year
period (the “First Extended Term”) shall begin immediately upon the expiration
of the Original Term of this Lease, and the second such five-year period (the “Second
Extended Term”) shall begin immediately upon the expiration of the First
Extended Term, provided that each of the following conditions has been
satisfied:


 


(i)                                     As
of the date of an Extension Notice (defined below) and as of the commencement
of the First Extended Term and, if applicable, the Second Extended Term, Tenant
has not been in default of its monetary obligations beyond the expiration of
any applicable cure periods under this Lease more than two times during the
Term, including any Extended Term; and


 


(ii)           Tenant
has not subleased 20% or more of the rentable square footage of the Premises,
both at the time of the Extension Notice and as of the commencement of the
First Extended Term and, if applicable, the Second Extended Term.


 


B.            All of the terms, covenants and
provisions of this Lease shall apply to each Extended Term except that the
Annual Fixed Rent Rate for each such Extended Term shall be the then- fair
market rental rate for premises of comparable size and quality to the Premises,
in comparable buildings in the competitive market area as of the commencement
of the applicable Extended Term, (the “Fair Market Rate”), but in no event less
than the average Annual Fixed Rent Rate in effect during the immediately
preceding term of this Lease (i.e., during the Original Term and during the
First Extended Term, as applicable).  For
the avoidance of doubt, the Annual Fixed Rent Rate during the First Extended
Term shall be no less than $9.53 per rentable square foot of Premises (i.e.,
the average rental rate per rentable square foot of Premises during the
Original Term), and during the Second Extended Term, the Annual Fixed Rent Rate
shall be no less than the average Annual Fixed Rent Rate in effect during the
First Extended Term.  If Tenant shall
elect to exercise an Extension Option, it shall do so by giving Landlord
written notice (the “Extension Notice”) of its election not later than fifteen
(15) months prior to the expiration of the Original Term of this Lease, or
fifteen (15) months prior to the expiration of the First Extended Term, as the
case may be.  If Tenant gives such notice
and satisfies the conditions specified above, the extension of this Lease shall
be automatically effected without the execution of any additional documents,
but the parties subsequently shall enter into a lease amendment as contemplated
under Section 2.3.F below.  The
Original Term and each Extended Term are hereinafter collectively sometimes
called the “Term” or the “term”.


 


C.            Not later than fourteen (14) months
prior to the expiration of the Original Term or the First Extended Term, as
applicable, Landlord shall notify Tenant of Landlord’s determination of the
Fair Market Rate for the applicable Extended Term.  Within fifteen (15) days after Landlord gives
Tenant Landlord’s proposal for Fair Market Rate, Tenant shall notify Landlord
whether Tenant accepts or disputes such rate. 
If Tenant disagrees with Landlord’s designation, Landlord and Tenant
shall commence negotiations to agree upon the Fair Market Rate.  If Landlord and Tenant are unable to reach
agreement on the Fair Market Rate within thirty (30) days after the date on
which Landlord first gave Tenant Landlord’s proposal for the Fair Market Rate,
then the Fair Market Rate shall be determined as provided below.


 


D.            If Landlord and Tenant are unable to
agree on the Fair Market Rate by the end of said thirty (30)-day period, then
within five (5) days thereafter, Landlord and Tenant shall each
simultaneously submit to the other in a sealed envelope its good faith estimate
of the Fair Market Rate, including anticipated steps in rent, if any.  If the higher of such estimates is not more
than one hundred five percent (105%) of the other estimate, then the Fair
Market Rate shall be the average of the two estimates. If the matter is not
resolved by the exchange of estimates, then Fair Market Rate shall be
determined by an independent arbitrator as set forth below.


 


E.             Within seven (7) days after
the exchange of estimates, the parties shall select, as an arbitrator, a
mutually acceptable commercial real estate broker or appraiser licensed in the
Commonwealth of Massachusetts specializing in the field of commercial office
leasing in the suburban Boston area, having no 


 


7

















 


less than ten (10) years’
experience (an “Approved Arbitrator”). 
If the parties cannot agree on such person, then within a second period
of seven (7) days, each shall select one Approved Arbitrator and the two
appointed Arbitrators shall, within five (5) days, select a third Approved
Arbitrator who shall be the final decision-maker (the “Final Arbitrator”).  If one party shall fail to timely make such
appointment, then the person chosen by the other party shall be the sole
arbitrator. Once the Final Arbitrator has been selected as provided for above,
then, as soon thereafter as practicable, but in any case within fourteen (14)
days after his or her appointment, the arbitrator shall determine the Fair
Market Rate by selecting either the Landlord’s estimate of Fair Market Rate or
the Tenant’s estimate of Fair Market Rate. 
Such arbitrator must choose the proposed Fair Market Rate that he/she
determines is closest to the actual market rental rate for the Premises ,
taking into account that the Annual Fixed Rent Rate must in no event be less
than the average Annual Fixed Rent Rate in effect during the immediately
preceding term, as specifically set forth in Section 2.3(B).  There shall be no discovery or similar
proceedings. The arbitrator’s decision as to which estimate shall be the Fair
Market Rate for the Extended Term shall be rendered in writing to both Landlord
and Tenant and shall be final and binding upon them and shall be the Annual
Fixed Rent Rate for the Extended Term. 
The costs of the Final Arbitrator will be equally divided between
Landlord and Tenant.  Any fees of any
counsel engaged by Landlord or Tenant, however, shall be borne by the party
that retained such counsel.


 


F.             Once the Fair Market Rate has been
determined, the parties shall promptly execute an amendment to this Lease
setting  forth the Fixed Rent for the
Premises during the applicable Extended Term. 
For any part of the Extended Term during which the Fixed Rent Rate is in
dispute, or has not yet been finally determined, Tenant shall make payments to
Landlord on account of Fixed Rent at the rate per square foot of Rentable Floor
Area of the Premises last paid under this Lease.  The parties shall adjust for any overpayments
or underpayments upon final determination of such rent.


 


2.4                                 Termination
Option.  Provided that as
of the date of the notice specified below and as of the Effective Termination
Date (hereinafter defined), Tenant is not in default of its obligations beyond
any applicable grace period under this Lease, Tenant shall have the right to
terminate this Lease effective as of the last day of the fifth (5th) Lease Year (such date the “Effective
Termination Date”).  If Tenant shall
elect to exercise such right, it shall do so by giving written notice to
Landlord no later than twelve (12) months prior to the Effective Termination
Date, such notice to be accompanied by a payment of the Termination
Payment.  As used herein, the term “Termination
Payment” shall mean the sum of: (a) the unamortized cost of Landlord’s
Work, plus (b) Landlord’s unamortized transaction costs incurred in
connection with this Lease (including legal fees and real estate
commissions).  The Termination Payment
shall be as set forth on Exhibit B-1, attached hereto.  It is agreed that time is of the essence of this
Section 2.4.  Accordingly, if Tenant
fails timely to exercise its right to terminate the Lease on or before the
applicable exercise date specified above, and/or timely make the payments set
forth herein, then Tenant shall have no further right to terminate this Lease
hereunder.  This Termination Option is
personal to Avid Technology, Inc. and may not be assigned except in
accordance with Section 6.2.1.


 


ARTICLE
3 

Improvements


 


3.1                                 Base
Building Condition; Tenant Improvement Work.  A. Landlord shall , at its sole cost, insure
that all restrooms and access/egress ways are in compliance with applicable
building codes, including those requiring removal of architectural barriers to
disabled persons (all of the foregoing is called, the “Base Building Work”).  All Landlord’s Base Building Work shall be
done in a good and workmanlike manner employing building standard materials and
finishes.


 


B.            Landlord shall cause to be performed
the alterations and improvements desired by Tenant to prepare the Premises for
Tenant’s use (the “TIW”) substantially in accordance with the Schematic Design
Plans attached hereto as Exhibit C and pursuant to the Final Plans.  Landlord shall also cause a loading dock to
be constructed as part of the TIW, substantially in accordance with the
preliminary plan attached hereto as Exhibit C-1 and the Final Plans.  The TIW will be performed at Landlord’s
expense up to the TI Allowance and subject to payment by Tenant of the Tenant’s
Share (defined in Section 3.4). The TI Allowance may be applied at Tenant’s
discretion toward architectural and engineering fees, the construction
management fee to Nordblom Development Company (referred to below), consulting
fees, hard construction costs, air-conditioning and special electrical power
distribution, telephone and security systems and the cost of furniture,
fixtures or equipment.  All Base Building
Work and the TIW (collectively, the “Landlord’s Work”) shall be done in a good
and workmanlike manner and in compliance with all applicable building laws.  Tenant agrees that Landlord may make any
non-material changes in the Landlord’s Work which may become reasonably
necessary or advisable to accommodate field conditions or to substitute
materials of equal or better quality to meet availability schedules, without
approval of Tenant, provided written notice is promptly given to Tenant; and
Landlord may make other changes in such work reasonably necessary to
accommodate unforeseen conditions, with the written approval of Tenant, which
shall not be unreasonably withheld or delayed. 
Landlord shall use diligence to cause Landlord’s Work to be
Substantially Completed by the Target Commencement Date, subject to Force
Majeure events (defined in Section 10.5 hereof) and any Tenant Delay
(defined below).  Tenant shall be
required to pay to Nordblom Development Company a project management fee equal
to 1.5% of the total construction cost of the TIW, excluding project management
costs, costs for architectural and engineering fees, moving costs and
telecommunications wiring and cabling costs.


 


8

















 


C.            The phrase, “Tenant Delay”, shall be
defined as any delay in the completion of Landlord’s Work actually caused by (i) special
work, upgrades or long lead-time items for which Landlord identifies a
specified period of delay, and in either instance Tenant does not withdraw or
alter such special work, upgrade, long lead-time item which avoids such delay, (ii) any
changes to any plans, including the Final Plans, made by Tenant, or any Tenant’s
Change Order, in any case for which Landlord identifies a specified period of
delay at the time of its approval and for which Tenant does not withdraw such
change to avoid delay, (iii) any change in the design of the TIW or any
component thereof made by Tenant that results in a delay in the Landlord’s
construction start date beyond January 3, 2010, (iv) the delay of
Tenant or its architects and engineers in providing or approving the
Construction Plans or the Proposed GMP, or supplying, submitting or approving
any other plans, specifications, pricing or estimates or giving authorizations
or supplying information reasonably required by Landlord or its General
Contractor or the Town of Burlington by the dates stipulated in Section 1.1,
and in this Article 3, or in any other instance if no time period is
specified, then within three (3) business days after request therefor, (v) any
failure by any contractors employed by Tenant including, without limitation,
contractors furnishing telecommunications, data processing or other service or
equipment directly to Tenant (and not via Landlord’s contractors) to comply
with the agreed upon timetables for coordination of the parties’ respective
components of work, as established at on-site progress meetings between
Landlord’s representative and Tenant’s representative, each acting reasonably
and in good faith, (vi) any failure to comply with this Article 3 or
any material interference with the performance of Landlord’s Work by Tenant or
any of its agents, employees, architects, engineers or contractors, or (vii) Tenant’s
delay in delivering the Original Letter of Credit required pursuant to Section 4.4.
No event shall constitute a “Tenant Delay” unless Landlord advises Tenant in
writing (which may be by email with a copy to Paul.Jakubowski@WilmerHale.com)
of such event within three (3) business days after Landlord becomes aware
of its occurrence; however, Landlord need not give Tenant notice of any failure
of Tenant to act by the dates stipulated in Section 1.1 and in this Article 3,
it being acknowledged that a failure to timely act by such stipulated dates is ipso facto a “Tenant Delay” on a day for day basis.


 


3.2                                 Late
Delivery. A.  In the event
that Landlord’s Work is not Substantially Complete by July 1, 2010, for
any reason other than a Tenant Delay or Force Majeure event, then the Fixed
Rent first coming due as of the Rent Commencement Date shall be abated by one
day for each day of delay during the period beginning on July 1, 2010, and
ending on the day the Landlord’s Work is in fact Substantially Complete.  If Landlord’s Work is still not Substantially
Complete by August 1, 2010, for any reason other than a Tenant Delay or
Force Majeure event, then the Fixed Rent shall be further abated by 2 days for
each day of delay during the period beginning on August 1, 2010, and
continuing until the day the Landlord’s Work is in fact Substantially
Complete.  Further, if the Landlord’s
Work is not Substantially Complete by September 1, 2010, for any reason
other than a Tenant Delay or Force Majeure event,  then the Fixed Rent shall be further abated
by 3 days for each day of delay during the period beginning on September 1,
2010 and continuing until the day Landlord’s Work is Substantially Complete.


 


B.            If the Landlord’s Work is not
Substantially Complete by October 31, 2010, for any reason other than a
Tenant Delay or Force Majeure event, then Tenant may elect to perform the
incomplete Landlord’s Work, itself, utilizing the funds held under the
Construction Escrow Agreement for any incomplete TIW, with any reasonable
expenditures for the Base Building Work to be reimbursed by Landlord within 30
days after request therefore with back-up documentation to substantiate the
request, failing which, Tenant shall have the right to offset such expenditures
against the Fixed Rent coming due as of the Rent Commencement Date, except that
such monthly offset shall not exceed fifteen (15%) percent of the monthly
installment of Fixed Rent then payable as stipulated in Section 1.1.


 


C.            If the Landlord’s Work is still not
Substantially Complete by May 31, 2011, despite Landlord having used
diligent efforts to complete the Landlord’s Work, and provided the reason for
Landlord’s inability to complete such work by May 31, 2011 is not due
solely to Tenant Delay, then either Landlord or Tenant may terminate this Lease
by giving written notice of termination to the other party.  If either party timely and properly gives the
termination notice, then this Lease shall terminate immediately upon the date of
a party’s notice.


 


3.3                                 Plans and
Specifications  A. Tenant
shall be solely responsible for the preparation and submission to Landlord of (a) the
Schematic Design Plans, (b) a full set of architectural, electrical,
mechanical and plumbing, construction, design development drawings, including
demolition plans sufficient for pricing and permitting equivalent in design
completion to more than 50% of the TIW Plans (the “Design Development
Permitting/Pricing Plans”), and (c) a full CD set of architectural and MEP
construction plans and specifications sufficient to permit and construct the
TIW (called “TIW Plans”), and all other information reasonably required by
Landlord and the General Contractor (defined below) necessary obtain a building
permit from the Town of Burlington and otherwise to perform and complete the
TIW.  All plans shall emanate from and be
consistent with the approved Schematic Design Plan attached hereto as Exhibit C.  Tenant has assured itself by direct
communication with the architect and engineers that the Design
Development/Permitting/Pricing Plans can be submitted to Landlord by the
respective dates set forth in Section 1.1. 
Additionally, Tenant agrees to cause the TIW Plans to be delivered to
Landlord for review before the Final Plans Date and agrees to devote such time
as may be necessary in consultation with said architect and engineers to enable
them to complete the Final Plans by the Final Plans Date.  Tenant shall cause its architect and engineers
to cooperate with Landlord and the General Contractor, as reasonably necessary
to enable Landlord to obtain a building permit from the Town of Burlington for
the TIW by January 2, 2010.  Tenant
shall also cause its architects and engineers to reasonably cooperate with
Landlord or the General Contractor, as applicable, as reasonably necessary to
obtain a Certificate of Occupancy from the Town of Burlington. Time is of the
essence in respect of the preparation and submission of all plans by 


 


9

















 


Tenant.  If in Landlord’s judgment, Tenant’s
architects and engineers are not cooperating fully or progressing diligently,
then Landlord shall have the right, but not the obligation, to engage its own
architects and engineers to complete any necessary plans and to supply
information, and the like to obtain a building permit by January 2, 2010,
or to meet construction schedules and to otherwise avoid delay, but such right
to take action on Tenant’s behalf to speed the approval process shall not
entitle Landlord to make material changes to the Final Plans (defined in
paragraph B below); provided, however, if the Town of Burlington requires any
change to the Final Plans in order to issue a building permit, Tenant shall
reasonably cooperate with Landlord to address the Town’s concerns and
requests.  The fees of any architect and
engineer engaged by Landlord pursuant to the preceding sentence will be paid by
Tenant within thirty (30) days after invoice from Landlord.


 


B.            All plans shall require Landlord’s
approval, which shall not be unreasonably withheld, delayed or
conditioned.  Landlord shall give Tenant
notice, in reasonable detail, of any reasonable objections or concerns Landlord
may have with respect to any plans or revised plan, within ten (10) business
days after submission by Tenant of its plans and all necessary supporting
information.  Landlord shall not be
deemed unreasonable for withholding or conditioning approval of plans which (i) involve
or are reasonably likely to materially adversely affect any structural element
or exterior element of the Building or any portion thereof; provided however, that notwithstanding this provision
Landlord shall not unreasonably withhold, delay, or condition it approval of
changes to the exterior loading dock described in Section 3.1 and which
changes are reasonably consistent with Exhibit C-1, or (ii) are
reasonably likely, in Landlord’s reasonable opinion, to materially adversely
affect the value of the Building or any portion thereof, or (iii) are
reasonably likely to materially adversely affect the proper functioning of the
Building systems.  If Landlord objects to
any plans, or any portion thereof, 
Tenant shall cause the plans to be revised in a manner sufficient to
remedy Landlord’s objections and respond to Landlord’s concerns and redelivered
to Landlord within five (5) business days after Tenant’s receipt of
Landlord’s notice of objection.  The
aforesaid process shall be repeated until the plans are approved by
Landlord.  The final TIW Plans approved
by Landlord shall be called the “Final Plans” and will be used to obtain a
building permit for the TIW.  Tenant
shall use diligence to submit the TIW Plans and any revisions in order to
complete the Final Plans by the Final Plans Date.


 


3.4                                 Cost of
TIW; Tenant’s Share.  Landlord
shall cause the TIW to be performed by Erland Construction (the “General
Contractor”) and by major subcontractors (which shall be Subguard
re-insured) selected and engaged by Landlord and the General Contractor, and
approved by Tenant, which approval shall not be unreasonably withheld,
conditioned or delayed.  Landlord shall
cause the General Contractor to reasonably bid each major trade of
subcontractor work involved in the TIW, and shall cause the General Contractor
to accept the lowest qualified bid submitted for each such trade unless such
bid fails to conform to the Final Plans or if Landlord, Tenant and General
Contractor reasonably agree otherwise. 
Landlord shall provide Tenant with periodic pricing once Landlord
receives the Schematic Design Plans. 
Within 14  days after receipt of
the Design Development Permitting/Pricing Plans, Landlord shall cause the
General Contractor to provide Tenant a proposed Guaranteed Maximum Price (the “Proposed
GMP”) for the TIW.  Within five (5) business
days of receipt of the Proposed GMP Tenant shall either give Landlord its
written approval of the Proposed GMP, or shall cause the Design Development
Permitting/Pricing Plans to be value engineered and revised by means of a “deductive
alternative” process for budget control rather than a redesign effort.  The revised Design Development
Permitting/Pricing Plans, shall be subject to Landlord’s approval and shall be
submitted by Landlord to General Contractor for revised pricing.  The foregoing process shall be repeated
utilizing TIW Plans, if necessary, until the Proposed GMP is approved by Tenant
in writing.  Tenant agrees to cause its
architects and engineers to use diligence to revise the plans as necessary to
achieve an approved GMP no later than December 30, 2009 (as approved, the “Contract
Price”).  It is expressly understood that
any delay by Tenant in approving the GMP by December 30, 2009, will
constitute a Tenant Delay on a day-for-day basis for each day from December 30,
2009 until the date the GMP is finally approved by Tenant, and if such period
of Tenant Delay actually delays Landlord in achieving Substantial Completion of
Landlord’s Work by June 1, 2010, then Landlord shall have the right to
deem the Commencement Date to have occurred on the date that such Landlord’s
Work would have been Substantially Completed but for such period of Tenant
Delay (but Landlord shall not be relieved of the obligation to actually
complete Landlord’s Work and obtain a permanent certificate of occupancy).
Promptly after approval of the Contract Price and receipt of the Final Plans,
Landlord shall release the General Contractor to perform the TIW in accordance
with the Final Plans at Landlord’s cost, subject to payment by Tenant of the
amount (the “Tenant’s Share”) by which the Contract Price (subject to
adjustment pursuant to the next paragraph) exceeds the TI Allowance.


 


Landlord and Tenant have
entered into the Construction Escrow Agreement to ensure that funds will be
available to pay for the TIW.  Within 21
days after the full execution of this Lease Landlord shall fund $604,160.00
into an escrow account (the “Escrow Account”) established pursuant to the terms
of the Construction Escrow Agreement, and Tenant shall fund into the Escrow
Account the Tenant’s Share (adjusted pursuant to the Construction Escrow
Agreement once Tenant’s Share is finally determined).  In the event either Landlord or Tenant fails
to fully fund its share into the Escrow Account within the aforesaid 21-day
period, then the other party may elect to terminate this Lease by giving
written notice to the other, effective immediately upon the giving of the
notice.


 


After the TIW has been
completed, if it is determined that the total payments under the contract with
the General Contractor were actually less than the Contract Price, the savings
shall be refunded to Tenant, as more specifically set forth in the Construction
Escrow Agreement.


 


3.5                                 Work
Change Orders.  After the Final Plans and the Contract Price have been
approved, Tenant may elect 


 


10

















 


to propose changes to the
Final Plans  (“Tenant’s Change Order”).
Tenant shall submit each proposed Tenant’s Change Order to Landlord for its
approval, such approval not to be unreasonably withheld, conditioned or delayed,
provided Tenant’s requested change will not affect the compliance of the
Building or the Premises with applicable laws. 
Landlord agrees to respond to any Tenant’s Change Order within such time
as is reasonably necessary under the circumstances (taking into consideration
the information contained in such Change Order), and in any event no later than
five (5) business days following submission by Tenant, advising Tenant of
any anticipated increase in costs associated with such Tenant Change Order as
well as an estimate of any delay in Landlord’s Work (it being understood that a
delay, if any, in Landlord’s Work caused by such Change Order could result in a
deemed Commencement Date pursuant to Section 2.1).  Tenant shall then have the right to approve
or withdraw such Tenant’s Change Order. 
If any Tenant’s Change Order is approved as aforesaid, and the
applicable Tenant Change Order increases the cost of construction, then before
implementing any such change, Landlord will prepare a Work Change Order Form,
in the form attached hereto as Exhibit D, setting forth any adjustment in
the Contract Price.  To be valid, the
Work Change Order Form must be signed by both parties.  Landlord will maintain an accurate log of all
Tenant’s Change Orders and will invoice Tenant monthly for the cost of each
Tenant Change Order.  Tenant will be
required to pay each invoice within thirty (30) days of receipt, except for any
Tenant’s Change Order of $20,000.00 or more, in which case Tenant will deposit
into the Escrow Account under the Construction Escrow Agreement the cost of
such Tenant’s Change Order upon signing the Work Change Order Form.  Landlord shall have no obligation to proceed
with any Tenant’s Change Order until payment is received or made as aforesaid.


 


3.6                                 Acceptance
of the Premises. Tenant or its representatives may, at
reasonable times, enter upon the Premises during the progress of the work to
inspect the progress thereof and to determine if the work is being performed in
accordance with the requirements of Section 3.1. Tenant shall promptly
give to Landlord notices of any alleged failure by Landlord to comply with
those requirements.  Landlord’s Work
shall be deemed approved by Tenant when Tenant occupies the Premises for the
conduct of its business, except for items of Landlord’s Work which are
uncompleted or do not conform to Exhibit C and the Final Plans and as to
which Tenant shall, in either case, have given written notice to Landlord
within thirty (30) days following the Commencement Date as set forth in a
punch-list as set forth below.  A
certificate of completion by Landlord’s architect or engineer and a Certificate
of Occupancy shall be evidence that Landlord’s Work has been completed except
for items stated in such certificate to be incomplete or not in conformity with
Exhibit C and the Final Plans. 
Within five (5) days after the Town of Burlington issues a
temporary Certificate of Occupancy, Landlord and Tenant shall meet for the
purpose of determining the work remaining in order for Landlord to achieve a
final Certificate of Occupancy, each acting reasonably and in good faith, and
to select a subsequent date for a joint walk-through of the Premises in order
to prepare a punch-list identifying items of Landlord’s Work which are
incomplete (the “Punch-list Items”). 
Landlord shall cause such Punch-list Items to be completed within thirty
(30) days after the preparation of the list by the parties, unless the parties
agree upon any longer time periods. If Tenant notifies Landlord in writing of
the existence of a latent defect in Landlord’s Work within one year following
the Commencement Date, then Landlord at its expense subject to its General
Contractor’s warranty will repair such defect. 
A “latent defect” is a defect in the construction of the Premises which
defect would not ordinarily be observed during a walk-through inspection.


 


3.7                                 Pre-Commencement
Entry.  With Landlord’s
prior consent, which shall not be unreasonably withheld, Tenant and its agents
and architects shall have the right to enter the Premises after full execution
and delivery of this Lease during customary business hours and without payment
of rent, but otherwise subject to all of the terms and conditions of this
Lease, to facilitate Tenant’s preparation of its plans for the TIW so long as
such work does not interfere with the performance of any Base Building Work or
Landlord’s Work and is coordinated with Building management.


 


ARTICLE 4 

Rent


 


4.1                                 The Fixed
Rent.  Commencing as of
the Rent Commencement Date, Tenant covenants and agrees to pay rent to
Landlord, by electronic fund transfer (or by such other method, as set forth
below, or to such other person or entity as Landlord may by notice in writing
to Tenant from time to time direct), at the Annual Fixed Rent Rate, in equal
installments at the Monthly Fixed Rent Rate (which is 1/12th of the Annual
Fixed Rent Rate), in advance, without notice or demand, and without setoff,
abatement, suspension, deferment, reduction or deduction, except as otherwise
expressly provided herein, on the first day of each calendar month included in
the term; and for any portion of a calendar month following the Rent
Commencement Date, at the rate for the first Lease Year payable in advance for
such portion. It is the intention of the parties hereto that the obligations of
Tenant hereunder shall be separate and independent covenants and agreements,
that the Annual Fixed Rent, the Additional Rent and all other sums payable by
Tenant to Landlord shall continue to be payable in all events and that the
obligations of Tenant hereunder shall continue unaffected, unless the
requirement to pay or perform the same shall have been terminated pursuant to
an express provision of this Lease.


 


If Landlord shall give
notice to Tenant that all rent and/or other payments due hereunder are to be
made to Landlord by check, or by any other commercially reasonable means,
Tenant shall make all such payments as shall be due after receipt of said
notice by means as designated by Landlord, with such payments to be made to
such address and to such person or entity as is specified by Landlord.


 


The Annual Fixed Rent,
the Additional Rent and all other sums payable by Tenant to Landlord under this
Lease are sometimes referred to herein as “Rent.”


 


11

















 


4.2                                 Additional
Rent.  Tenant covenants
and agrees to pay, as Additional Rent, insurance costs, utility charges,
personal property taxes and its pro rata share of taxes and operating costs
with respect to the Premises and the Property as provided in this Section 4.2
as follows:


 


4.2.1                     Real
Estate Taxes.  Tenant
shall pay to Landlord, as additional rent, for each tax period partially or
wholly included in the Term, Tenant’s Percentage of Taxes (as hereinafter
defined).  Tenant shall remit to
Landlord, on the first day of each calendar month, estimated payments on
account of Taxes, such monthly amounts to be sufficient to provide Landlord, by
the time real estate tax payments are due and payable to any governmental
authority responsible for collection of same, a sum equal to the Tenant’s
Percentage of Taxes, as reasonably estimated by Landlord from time to time on
the basis of the most recent tax data available.  The initial calculation of the monthly
estimated payments shall be based upon the Initial Estimate of Tenant’s
Percentage of Taxes for the Tax Year and upon quarterly payments being due to
the governmental authority on August 1, November 1, February 1
and May 1, and shall be made when the Commencement Date has been
determined.  If the total of such monthly
remittances for any Tax Year is greater than the Tenant’s Percentage of Taxes
for such Tax year, Landlord shall promptly pay to Tenant, or credit against the
next accruing payments to be made by Tenant pursuant to this subsection 4.2.1,
the difference; if the total of such remittances is less than the Tenant’s
Percentage of Taxes for such Tax Year, Tenant shall pay the difference to
Landlord at least ten (10) days prior to the date or dates within such Tax
Year that any Taxes become due and payable to the governmental authority (but
in any event no earlier than ten (10) days following a written notice to
Tenant, which notice shall set forth the manner of computation of Tenant’s
Percentage of Taxes).


 


If, after Tenant shall
have made reimbursement to Landlord pursuant to this subsection 4.2.1, Landlord
shall receive a refund of any portion of Taxes paid by Tenant with respect to
any Tax Year during the term hereof as a result of an abatement of such Taxes
by legal proceedings, settlement or otherwise (without either party having any
obligation to undertake any such proceedings), Landlord shall promptly pay to
Tenant, or credit against the next accruing payments to be made by Tenant
pursuant to this subsection 4.2.1, the Tenant’s Percentage of the refund (less
the proportional, pro rata expenses, including attorneys’ fees and appraisers’
fees, incurred in connection with obtaining any such refund), as relates to
Taxes paid by Tenant to Landlord with respect to any Tax Year for which such
refund is obtained.  Provided Landlord is
not prosecuting an abatement with respect thereto, Tenant may, upon prior
notice to Landlord, prosecute appropriate proceedings for abatement or
reduction of any tax with respect to which Tenant is required to make payments
as hereinbefore provided, such proceedings to be conducted jointly with any
other parties, including Landlord, who have contributed to the payment of such
taxes, and Tenant agrees to save Landlord harmless from all costs and expenses
incurred on account of Tenant’s participation in such proceedings.  Landlord, without obligating itself to incur
any costs or expenses in connection with such proceedings, shall cooperate with
Tenant with respect to such proceedings so far as reasonably necessary.  Any abatement or reduction effected by such
proceedings shall accrue to the benefit of Tenant and Landlord and such other
parties as their interests may appear according to their respective
contributions to the taxes involved in any such proceedings.


 


In the event this Lease
shall commence, or shall end (by reason of expiration of the term or earlier
termination pursuant to the provisions hereof), on any date other than the
first or last day of the Tax Year, or should the Tax Year or period of
assessment of real estate taxes be changed or be more or less than one (1) year,
as the case may be, then the amount of Taxes which may be payable by Tenant as
provided in this subsection 4.2.1 shall be appropriately apportioned and
adjusted.


 


The term “Taxes” shall
mean all taxes, assessments, betterments and other charges and impositions
(including, but not limited to, fire protection service fees and similar
charges) levied, assessed or imposed at any time during the term by any
governmental authority upon or against the Property, or taxes in lieu thereof,
and additional types of taxes to supplement real estate taxes due to legal
limits imposed thereon.  If, at any time
during the term of this Lease, any tax or excise on rents or other taxes, however
described, are levied or assessed against Landlord with respect to the rent
reserved hereunder, either wholly or partially in substitution for, or in
addition to, real estate taxes assessed or levied on the Property, such tax or
excise on rents shall be included in Taxes. 
Taxes shall include any estimated payment made by Landlord on account of
a fiscal tax period for which the actual and final amount of taxes for such
period has not been determined by the governmental authority as of the date of
any such estimated payment.  The
following shall be excluded from Taxes and shall be paid solely by
Landlord: inheritance, estate, succession, transfer, gift, franchise, or
capital stock tax, or any income taxes arising out of or related to ownership
and operation of income-producing real estate, or any excise taxes imposed upon
Landlord based upon gross or net rentals or other income received by it, any
increase in taxes and assessments resulting solely from Landlord’s sale of, or
other transfer of its interest in, the Building, and assessments, charges,
taxes, rents, rates, levies, excises, license fees, permit fees, inspection
fees, or other authorization fees or charges to the extent allocable to or
caused by the development or installation of off-Premises improvements or
utilities (including without limitation street and intersection improvements,
roads, rights of way, lighting, and signalization) necessary for any past,
present or future system development reimbursement schedule or sinking fund
related to any of the foregoing, except to the extent any of the foregoing may
be properly allocable to and charged against the Premises pursuant to another
provision of this Lease.


 


12

















 


4.2.2                     Personal
Property Taxes.  Tenant
shall pay all taxes charged, assessed or imposed upon the personal property of
Tenant in or upon the Premises.


 


4.2.3                     Operating
Costs.  Tenant shall pay
to Landlord the Tenant’s Percentage of Operating Costs (as hereinafter defined)
incurred by Landlord in any calendar year. 
Tenant shall remit to Landlord, on the first day of each calendar month
included in the Term, estimated payments on account of Operating Costs, such
monthly amounts to be sufficient to provide Landlord, by the end of the
calendar year, a sum equal to the Operating Costs, as reasonably estimated by
Landlord from time to time.  The initial
monthly estimated payments shall be in an amount equal to 1/12th of the Initial
Estimate of Tenant’s Percentage of Operating Costs for the Calendar Year.  If, at the expiration of the year in respect
of which monthly installments of Operating Costs shall have been made as
aforesaid, the total of such monthly remittances is greater than the actual
Operating Costs for such year, Landlord shall promptly pay to Tenant, or credit
against the next accruing payments to be made by Tenant pursuant to this
subsection 4.2.3, the difference; if the total of such remittances is less than
the Operating Costs for such year, Tenant shall pay the difference to Landlord
within thirty (30) days from the date Landlord shall furnish to Tenant an
itemized statement of the Operating Costs, prepared, allocated and computed in
accordance with generally accepted accounting principles.


 


Landlord shall keep, in
the Building Manager’s office, complete books and records regarding Operating
Costs and Taxes.  Tenant and its
representatives, at Tenant’s sole expense, shall have the right, during
customary business hours, to inspect at Landlord’s offices, Landlord’s books
and records relating to Operating Costs for the immediately preceding calendar
year.  As a condition to performing any
such inspection, Tenant and its examiners shall be required to execute and
deliver to Landlord an agreement, in form reasonably acceptable to Landlord,
agreeing to keep confidential any information which Tenant and the examining
party discover about the Building in connection with such examination, except
for disclosures required by law, court order or regulatory authorities, or to
Tenant’s attorneys, accountants, auditors, or potential purchasers of  the Tenant company.  If Tenant elects to exercise such right, it
must provide reasonable prior written notice to Landlord given no later than
one hundred and twenty (120) days following Tenant’s receipt of Landlord’s
Statement of Operating Costs for any calendar year and it must complete any
such inspection within 60 days of commencement. 
Landlord agrees to reasonably cooperate with Tenant to enable Tenant to
complete its inspection within the time period specified in the preceding
sentence.  If Landlord is obligated to
reimburse Tenant for the cost of audit as provided below.  Tenant shall give Landlord a complete copy of
the results of its inspection.  If it is
determined that Tenant is entitled to a refund, then such refund shall either
be in cash or applied as a credit to the next due installment of Rent, at the
election of Landlord.  If it is
determined Tenant has underpaid, then Tenant shall pay such amount within
thirty (30) days of Landlord’s invoice therefor.  Tenant agrees to use for such inspection a
firm that is reasonably acceptable to Landlord and that is not being paid on a
contingency fee basis. If Operating Costs were overstated by more than three
percent (3%), then Landlord shall reimburse Tenant the reasonable cost of the
audit.


 


Any reimbursement for
Operating Costs due and payable by Tenant with respect to periods of less than
twelve (12) months shall be equitably prorated.


 


The term “Operating Costs”
shall mean all costs and expenses incurred for the operation, cleaning, maintenance,
repair and upkeep of the Property, and the portion of such costs and expenses
with  regard to the common areas,
facilities and amenities of the Park which is equitably allocable to the
Property, including, without limitation, all costs of maintaining and repairing
the Property and the Park (including snow removal, landscaping and grounds
maintenance, operation and maintenance of parking lots, sidewalks, walking
paths, access roads and driveways, Building exterior and service areas,
security, operation and repair of heating and air-conditioning equipment,
lighting and any other Building equipment or systems) and of all repairs and
replacements (other than repairs or replacements for which Landlord has
received full reimbursement from contractors, or from others) necessary to keep
the Property and the Park in good working order, repair, appearance and
condition; all costs of any reasonable insurance carried by Landlord relating
to the Property; all costs related to provision of heat (including electric, and/or
gas), air-conditioning, and water (including sewer charges) and other utilities
to the Building; payments under all service contracts relating to the
foregoing; all compensation, fringe benefits, payroll taxes and workmen’s
compensation insurance premiums related thereto with respect to any employees
of Landlord or its affiliates engaged in security and maintenance of the
Property and the Park; attorneys’ fees and disbursements in connection with tax
abatement proceedings;  auditing and
other professional fees and expenses; and a management fee in line with local
market rates for similar Class — A buildings (during the Original Term, 3%
of the gross collected Rents).


 


The following items shall
be excluded in Landlord’s calculation of Operating Costs:


 


1.             leasing
commissions, fees and costs, advertising and promotional expenses and other
costs incurred in procuring tenants in the Park or in selling the Building;


 


2.             attorney’s
fees except as set forth above;


 


3.             costs
of the Base Building Work;


 


13

















 


4.             financing
costs including interest and principal amortization of debts and the costs of
providing the same;


 


5.             depreciation,
except on materials, tools, supplies and vendor-type equipment purchased by
Landlord to enable Landlord to supply services Landlord might otherwise
contract for with a third party where such depreciation and interest payments
would otherwise have been included in the charge for such third party’s
services, all as determined in accordance with generally accepted accounting
principles, consistently applied, and when depreciation is permitted or
required;


 


6.             rental
on ground leases or other underlying leases and the costs of providing the
same;


 


7.             wages,
bonuses and other compensation of employees above the grade of Property
Manager;


 


8.             costs
of any items for which Landlord is or is entitled to be paid or reimbursed by
insurance, or any other sources;


 


9.             increased
insurance specifically attributable to any tenant of the Park for which Landlord
is entitled to reimbursement from any other tenant;


 


10.           charges
for electricity, water, or other utilities, services or goods and applicable
taxes for which Tenant or any other person or other party is obligated to
reimburse Landlord or to pay to third parties;


 


11.           cost
of any HVAC, janitorial or other services provided to tenants of the Park on an
extra cost basis after regular business hours;


 


12.           costs
of installing, operating and maintaining any specialty service, such as an
observatory, broadcasting facilities, child or daycare; provided, however, that
Tenant may elect to opt out of any specialty service provided to tenants (and
therefore not be obligated to pay Operating Costs with respect to such
service), if Landlord reasonably determines that it is feasible to limit Tenant’s
access to such service;


 


13.           cost
of any enhanced work or service performed for any tenant in the Park to a
materially greater extent or in a materially more favorable manner than
furnished generally to the tenants and other occupants;


 


14.           cost
of any work or services performed for any facility other than the Park;


 


15.           any
cost representing an amount paid to a person firm, corporation or other entity
related to Landlord that is in excess of the amount which would have been paid
in the absence of such relationship;


 


16.           cost
of initial cleaning and rubbish removal from the Building to be performed
before final completion of Tenant’s space;


 


17.                           any cost of decorating or
decorative painting of any interior parts of the Building or the Park other
than common areas;


 


18.           lease
payments incurred by the Landlord or Managing Agent for rental equipment (other
than equipment for which depreciation is properly charged as an expense) that
would constitute a capital expenditure if the equipment were purchased, except
for shuttle buses;


 


19.           cost
of the initial stock of tools and equipment for operation, repair and
maintenance of the Building or the Park;


 


20.           late
fees or charges incurred by Landlord due to late payment of expenses;


 


21.           cost
of acquiring sculptures, paintings and other works of art;


 


22.           charitable
or political contributions;


 


23.           all
other items for which another party compensates or pays for in its entirety, so
that Landlord shall not recover any item of cost more than once;


 


24.           Landlord’s
general overhead and any other expenses not directly attributable to the
operation and management of the Building and the Park (e.g. the activities of
Landlord’s officers and executives), except to the extent included in the management
fee permitted hereby;


 


25.           costs
and expenses incurred in connection with compliance with or contesting or
settlement of any claimed violation of law or requirements of law on the part
of Landlord;


 


26.           costs
of complying with the applicable local building codes regarding handicap
accessibility enacted prior to the Date of this Lease;


 


14
















 


27.           costs of mitigation or impact fees or subsidies
(however characterized), imposed or incurred prior to the Date of this Lease or
imposed or incurred solely as a result of another tenant’s or tenants’ use of
the Park or their respective premises;


 


28.           costs related to public transportation, transit or
vanpools, except for shuttle buses and other local public transportation
services such as the B-Line bus in Burlington;


 


29.           reserves of any kind;


 


30.           costs or expenses associated with or incurred in connection
with the removal, enclosure, encapsulation or other handling or of hazardous
materials or hazardous substances (as referenced in Section 6.2.3 below),
(exclusive of Landlord’s normal and routine handling and disposal of hazardous
materials, such as paint or computers, for example, in the ordinary course of
maintenance of the Property and Park, not to exceed $10,000 in any calendar
year);


 


31.           costs of defending against claims in regard to the
existence or release of hazardous materials or substances at the Building or
the Park which arise during the Term;


 


32.           any cost associated with operating an off-site
management office for the Building; and


 


33.           costs of cleaning, trash removal, and janitorial
services to the Premises.


 


If, during the Term of this Lease  (except as provided for in clause (c) below),  Landlord shall replace any capital items or
make any capital expenditures which (a) are intended to reduce Operating
Costs or (b) are required to comply with laws enacted after the date of
this Lease or (c) are required after the expiration of the 1st Lease Year to replace worn-out items as may be
necessary to maintain the Building in good working order, repair, appearance
and in first-class condition, and not to enhance the Building over and above
its current appearance and condition, (the items in clauses (a), (b) and (c) are
collectively called “capital expenditures”), the total amount of which is not
properly included in Operating Costs for the calendar year in which they were
made, there shall nevertheless be included in Operating Costs for each calendar
year in which and after such capital expenditure is made the annual charge-off
of such capital expenditure.  The annual
charge-off shall be determined by (i)  dividing the original cost of the
capital expenditure by the number of years of useful life thereof  as 
reasonably determined by Landlord; and (ii)  adding to such
quotient an interest factor computed on the unamortized balance of such capital
expenditure based upon an interest rate reasonably determined by Landlord as
being the interest rate then being charged for long-term mortgages by
institutional lenders on like properties within the locality in which the
Building is located.  Except for the
annual charge-off described above, no portion of any capital expenditures shall
be included within Operating Costs.


 


4.2.4       Insurance.  Tenant shall, at its expense, as Additional
Rent, take out and maintain throughout the term the following insurance
protecting Landlord:


 


4.2.4.1            Commercial
general liability insurance naming Landlord, Tenant, and Landlord’s managing
agent and any mortgagee of which Tenant has been given notice as additional
insureds  and indemnifying the parties so
named against all claims and demands for death or any injury to person or damage
to property which may be claimed to have occurred on the Premises (or the
Property, insofar as used by customers, employees, servants or invitees of the
Tenant), in amounts which shall, at the beginning of the term, be at least
equal to the limits set forth in Section 1.1, and, which, from time to
time during the term, shall be for such higher limits, if any, as are
customarily carried in the area in which the Premises are located on property
similar to the Premises and used for similar purposes; and workmen’s
compensation insurance with statutory limits covering all of Tenant’s employees
working on the Premises.


 


4.2.4.2            Special
Risk property insurance with the usual extended coverage endorsements covering
all Tenant’s furniture, furnishings, fixtures and equipment, and business
interruption insurance, with extra expense coverage.


 


4.2.4.3            All
such policies shall be obtained from responsible companies qualified to do
business and in good standing in Massachusetts, which companies and the amount
of insurance allocated thereto shall be subject to Landlord’s approval.  Tenant agrees to furnish Landlord with
certificates evidencing all such insurance prior to the beginning of the term
hereof and evidencing renewal thereof at least thirty (30) days prior to the
expiration of any such policy.  Each such
policy shall be non-cancelable with respect to the interest of Landlord and the
insurer will endeavor to notify Landlord at least ten (10) days’ prior
written notice of any policy, but in any event no later than five (5) days
following cancelation thereof.


 


4.2.4.4            All
insurance which is carried by either Landlord or Tenant with respect to the
Building, Premises or to furniture, furnishings, fixtures, or equipment therein
or alterations or improvements thereto, whether or not required, shall include
provisions which either designate the other party as one of the insured or deny
to the insurer acquisition by subrogation of rights of recovery against the
other party to the extent such rights have 


 


15

















 


been waived by the insured
party prior to occurrence of loss or injury, insofar as, and to the extent
that, such provisions may be effective without making it impossible to obtain
insurance coverage from responsible companies qualified to do business in the
state in which the Premises are located (even though extra premium may result
therefrom).  In the event that extra
premium is payable by either party as a result of this provision, the other
party shall reimburse the party paying such premium the amount of such extra
premium.  If at the request of one party,
this non-subrogation provision is waived, then the obligation of reimbursement
shall cease for such period of time as such waiver shall be effective, but
nothing contained in this subsection shall derogate from or otherwise affect
releases elsewhere herein contained of either party for claims.  Each party shall be entitled to have
certificates of any policies containing such provisions.  Each party hereby waives all rights of
recovery against the other for loss or injury against which the waiving party
is protected by insurance containing said provisions, reserving, however, any
rights with respect to any excess of loss or injury over the amount recovered
by such insurance.


 


4.2.5       Utilities.  Tenant shall pay directly to the applicable
utility provider all charges made by such utility provider for the cost of
electricity and gas furnished or consumed on the Premises, which are separately
metered; Tenant shall pay to Landlord, through Operating Costs, all charges for
water (including sewer charges) supplied by Landlord pursuant to Subsection
5.1.3.  Tenant shall pay all charges for
telephone and other utilities or services not supplied by Landlord pursuant to
Subsections 5.1.1 and 5.1.3, whether designated as a charge, tax, assessment,
fee or otherwise, all such charges to be paid as the same from time to time
become due.  Except as otherwise provided
in Article 5, it is understood and agreed that Tenant shall make its own
arrangements for the installation or provision of all such utilities and that
Landlord shall be under no obligation to furnish any utilities to the Premises
and shall not be liable for any interruption or failure in the supply of any
such utilities to the Premises.


 


4.3          Late Payment of Rent.  If any installment of Fixed Rent is paid five
(5) or more days after notice the same is overdue, and if on a prior
occasion in the twelve (12) month period prior to the date such installment was
due an installment of rent was paid after the same was due, then Tenant shall
pay Landlord a late payment fee equal to five (5%) percent of the current
overdue payment.


 


4.4          Letter of Credit.
The performance of Tenant’s obligations under this Lease shall be secured by a
letter of credit throughout the term hereof in accordance with and subject to
the following terms and conditions:


 


4.4.1       Amount of
Letter of Credit.  
Concurrently with Tenant’s execution and delivery of this Lease,  Tenant shall deliver to Landlord an irrevocable
standby letter of credit (the “Original Letter of Credit”) which shall be (i) in
the form of Exhibit H attached to this Lease (the “Form LC”), (ii) issued
by a commercial bank reasonably satisfactory to Landlord upon which presentment
may be made in Boston, Massachusetts, (iii) in the amount equal to the
Letter of Credit Amount, and (iv) for a term of at least 1 year, subject
to the provisions of Section 4.4.2 below. 
The Original Letter of Credit, any Additional Letters(s) of Credit
and Substitute Letter(s) of Credit are referred to herein as the “Letter
of Credit.”


 


4.4.2       Renewal
of Letter of Credit.  Each
Letter of Credit shall be automatically renewable in accordance with the second
to last paragraph of the Form LC; provided however, that Tenant shall be
required to deliver to Landlord a new letter of credit (a “Substitute Letter of
Credit”) satisfying the requirements for the Original Letter of Credit under Section 4.4.1
on or before the date 30 days prior to the expiration of the term of the Letter
of Credit then in effect, if the issuer of such Letter of Credit gives notice
of its election not to renew such Letter of Credit for any additional period
pursuant thereto.  Should any Letter of
Credit contain a final expiration date, in addition to a current expiration
date, such final expiration date shall be no earlier than 45 days following the
Expiration Date of this Lease.  If Tenant
does not deliver a Substitute Letter of Credit 30 days prior to the expiration
of the current Letter of Credit, Landlord shall be permitted to draw down the
entire Letter of Credit Amount and hold the cash as “Security Proceeds”
pursuant to Section 4.4.6 below.


 


4.4.3       Draws to
Cure Defaults.  If the
Fixed Rent, Additional Rent or any other sum payable to Landlord hereunder
shall be overdue and unpaid or should Landlord make payments on behalf of the
Tenant, or Tenant shall fail to perform any of the terms of this Lease in all
cases beyond the expiration of all applicable notice and cure periods, then
Landlord shall have the right, at any time thereafter to draw down from the
Letter of Credit the amount necessary to cure such default. In the event of any
such draw by the Landlord, Tenant shall, within 30 days of written demand
therefor, deliver to Landlord either (a) an additional Letter of Credit (“Additional
Letter of Credit”) satisfying the requirements for the Original Letter of
Credit, except that the amount of such Additional Letter of Credit shall be the
amount of such draw, or (b) a substitute Letter of Credit in the Letter of
Credit Amount (to be exchanged for the Original Letter of Credit).


 


4.4.4       Draws to
Pay Damages.  In addition,
if (i) this Lease shall have been terminated as a result of Tenant’s
default under this Lease beyond the expiration of the applicable cure period,
and/or (ii) this Lease shall have been rejected in a bankruptcy or other
creditor-debtor proceeding, then Landlord shall have the right at any time
thereafter to draw down from the Letter of Credit an amount sufficient to pay
any and all damages payable by Tenant on account of such termination or
rejection, as the case may be, pursuant to Article 8 hereof. In the event
of bankruptcy or other creditor-debtor proceeding against Tenant, all proceeds
of the Letter of Credit shall be deemed to be applied first to the payment of
rent and other charges due Landlord for all periods prior to the filing of such
proceedings.


 


16

















 


4.4.5       Issuing
Bank.  In the event the
issuer of any Letter of Credit becomes insolvent or is placed into receivership
or conservatorship by the Federal Deposit Insurance Corporation, or any
successor or similar entity, or if a trustee, receiver or liquidator is
appointed for the issuer, then, effective as of the date of such occurrence,
the Letter of Credit shall be deemed to not meet the requirements of this Section 4.4
and Tenant shall, within five (5) business days of written notice from
Landlord, deliver to Landlord a Substitute Letter of Credit which otherwise
meets the requirements of this Section, or, alternatively, Tenant shall, within
such five (5) business-day period deliver cash to Landlord in the Letter
of Credit Amount, which Landlord shall hold as “Security Proceeds”, governed by
the provisions of Section 4.4.6 below.


 


4.4.6       Draws for
Failure to  Deliver Substitute Letter of
Credit.  If Tenant fails
timely to deliver to Landlord a Substitute Letter of Credit, then Landlord
shall have the right, at any time thereafter, without giving any notice to
Tenant, to draw down the Letter of Credit and to hold the proceeds thereof  (“Security Proceeds”) in a bank account in
the name of Landlord, which may be withdrawn and applied by Landlord under the
same circumstances and for the same purposes as if the Security Proceeds were a
Letter of Credit. Upon any such application of Security Proceeds by Landlord,
Tenant shall, within 30 days of written demand therefor, deliver to Landlord
either (a) an Additional Letter of Credit in the amount of Security
Proceeds so applied, or (b) a Substitute Letter of Credit in the Letter of
Credit Amount (to be exchanged for the Security Proceeds).


 


4.4.7       Transferability.
Landlord shall be entitled to transfer its beneficial interest under the Letter
of Credit or any Security Proceeds in connection with (i) Landlord’s sale
or transfer of the Building, or (ii) the addition, deletion or
modification of any beneficiaries under the Letter of Credit, and the Letter of
Credit shall specifically state on its face that it is transferable by
Landlord, its successors and assigns. 
Landlord  shall be responsible for
all costs and fees charged to effect such transfer.


 


4.4.8       Return of
Letter of Credit at End of Term. Within 45 days after the
expiration of  the term, to the extent
Landlord has not previously drawn upon any Letter of Credit or Security
Proceeds held by Landlord, Landlord shall return the same to Tenant, less so
much thereof that Landlord reasonably estimates is necessary to compensate
Landlord toward the curing of any continuing default of any of Tenant’s
obligations under this Lease, specifically including any restoration
obligations under Section 6.1.9.


 


4.4.9       Reduction
in Letter of Credit Amount. On the condition that (a) Tenant
is not in default at the time of the applicable reduction, (b) has not
been in default of its monetary obligations under this Lease more than two
times during the Term, (c) Tenant has had a net income for the immediately
preceding fiscal year of Tenant prior to the applicable reduction (the “Profitability
Test”) as shown on Tenant’s Consolidated Statement of Operations in its most
recent annual report, and (d) to the extent Tenant is no longer a public
company, Tenant provides Landlord with an audited statement reporting
satisfaction of the Profitability Test, then the Letter of Credit Amount shall
be reduced as follows:


 


(i)            at the end of the 2nd Lease Year, by $23,977.00;


 


(ii)           at the end of the 3rd Lease Year, by
$23,977.00; and


 


(iii)          at the end of the 5th Lease Year, by
$23,977.00.


 


If Tenant fails to qualify for any reduction in the
Letter of Credit Amount due solely to Tenant’s inability to satisfy the
Profitability Test as of the date of the applicable reduction, Tenant shall
nevertheless be permitted to effect a reduction of $23,977.00 at any time after
the stated reduction date once Tenant satisfies the Profitability Test and
delivers proof thereof to Landlord, provided that Tenant otherwise satisfies
the remaining conditions listed above in this Section 4.4.9.  Any reduction in the Letter of Credit Amount
for which Tenant qualifies after the applicable reduction date shall not
diminish or postpone any subsequent reduction. 
Except as provided above, there shall be no reductions in the Letter of
Credit Amount, it being understood that at no time shall the Letter of Credit
Amount be less than $71,935.00.  Tenant
shall be responsible, at its sole expense, for taking all necessary steps to
effect a reduction, provided however that Landlord shall reasonably cooperate
with Tenant to amend the Letter of Credit or obtain a Substitute Letter of
Credit, as applicable, at no cost to Landlord.


 


ARTICLE 5 

Landlord’s Covenants


 


5.1           Affirmative
Covenants.  Landlord covenants
with Tenant:


 


5.1.1       Heat and
Air-Conditioning.  To
furnish to the Premises, separately metered for gas and at the direct expense
of Tenant as hereinabove provided, heat and air-conditioning (reserving the
right, at any time, to change energy or heat sources) sufficient to maintain
the Premises at comfortable temperatures (subject to all federal, state, and
local regulations relating to the provision of heat).


 


5.1.2       Electricity.  To furnish to the Premises, separately
metered and at the direct expense of Tenant as hereinabove provided, reasonable
electricity for Tenant’s Permitted Uses. 
If Tenant shall require electricity in excess of reasonable quantities
for Tenant’s Permitted Uses and if (i)  in Landlord’s reasonable judgment,
Landlord’s facilities are inadequate for such excess requirements, or (ii) 
such excess use shall result in an additional burden on the Building utilities
systems and additional cost to Landlord on account thereof, as the case may be,
(a)  Tenant shall, upon demand, 


 


17

















 


reimburse Landlord
for such additional cost, as aforesaid, or (b)  Landlord, upon written
request, and at the sole cost and expense of Tenant, will furnish and install
such additional wire, conduits, feeders, switchboards and appurtenances as
reasonably may be required to supply such additional requirements of Tenant (if
electricity therefor is then available to Landlord), provided that the same
shall be permitted by applicable laws and insurance regulations and shall not
cause permanent damage or injury to the Building or cause or create a dangerous
or hazardous condition or entail excessive or unreasonable alterations or
repairs.


 


5.1.3       Water.  To furnish water for ordinary cleaning,
lavatory and toilet facilities.


 


5.1.4       Fire Alarm.  To maintain fire alarm systems within the
Building.


 


5.1.5       Repairs.  Except as otherwise expressly provided
herein, to make such repairs and replacements to the roof, exterior walls,
floor slabs and other structural components of the Building, and to the
plumbing, electrical, heating, ventilating and air-conditioning systems of the
Building and to the areas of the Property outside of the Building as may be
necessary to keep them in good repair and condition (exclusive of equipment
installed by Tenant and except for those repairs required to be made by Tenant
pursuant to Section 6.1.3 hereof and repairs or replacements occasioned by
any act or negligence of Tenant, its servants, agents, customers, contractors,
employees, invitees, or licensees).


 


5.2           Interruption.  Landlord shall be under no responsibility or
liability for failure or interruption of any of the above-described services,
repairs or replacements caused by breakage, accident, strikes, repairs,
inability to obtain supplies, labor or materials, or for any other causes
beyond the control of the Landlord, and in no event for any indirect or consequential
damages to Tenant; and failure or omission on the part of the Landlord to
furnish any of same for any of the reasons set forth in this paragraph shall
not be construed as an eviction of Tenant, actual or constructive, nor entitle
Tenant to an abatement of rent (except with respect to an “Abatement Event” as
provided below), nor render the Landlord liable in damages, nor release Tenant
from prompt fulfillment of any of its covenants under this Lease.


 


An “Abatement Event” shall be defined as an event or
circumstance (other than those addressed in Article 7) that reasonably
prevents Tenant from using the entire Premises, or any material portion
thereof, or the parking areas of the Property, as a result of Landlord’s
failure to provide any service required to be provided by Landlord under this
Lease that is essential for Tenant’s use and enjoyment of the Premises, or to
provide reasonable access to the Premises, provided that such failure or
Landlord’s inability to remedy such event or circumstance is not due to a cause
beyond Landlord’s reasonable control generally affecting other buildings in the
vicinity of the Premises (such as a neighborhood power outage).  Tenant shall give Landlord notice (an “Abatement
Notice”) of any such Abatement Event, and if such Abatement Event continues
beyond the “Eligibility Period” (as that term is defined below), then the
Monthly Fixed Rent and monthly charges on account of Operating Costs and Taxes
shall be abated entirely or proportionately, as the case may be, after the
expiration of the Eligibility Period for such time that Tenant continues to be
so prevented from using, and does not use, the Premises or a portion thereof,
in the proportion that the rentable area of the portion of the Premises that
Tenant is prevented from using, and does not use, bears to the total rentable
area of the Premises.  Tenant shall not
be entitled to an abatement of Rent if Tenant is then in default of its
monetary obligations beyond the expiration of all notice and cure periods under
this Lease.  The term “Eligibility Period”
shall mean a period of five (5) consecutive business days after Landlord’s
receipt of any Abatement Notice(s).


 


5.3           Tenant’s Security;
Outside  Services; Snow Removal  Tenant may, at its sole cost and expense,
contract for security services for the Premises, which Landlord acknowledges
may involve the installation of cameras, monitory devices and alarms, (which
installation shall be subject to all of the requirements of Section 6.2.5
below).  Tenant shall be permitted to
provide outside services within the Premises over and above those services to
be provided by Landlord as set forth herein (subject to Landlord’s reasonable
approval if relating to HVAC maintenance), in which event all costs relating to
the provision of such outside services shall be excluded from “Operating Costs”,
if applicable.  Landlord will contract
with its snow removal vendor for snow and ice to be removed from the
Property.  If Landlord is unable to cause
the snow to be removed to Tenant’s satisfaction, Landlord shall not be deemed
in default of this Lease, but Tenant may elect to provide its own snow and ice
removal and opt out of the services provided by Landlord by giving Landlord
written notification of its election, which election will remain fixed for the
remainder of the then current winter season, and in which event all costs
relating to the provision of snow removal services shall be excluded from “Operating
Costs” and Landlord shall have no obligation to provide Tenant with the same
until the following winter season.


 


5.4           Access.  Subject to Landlord’s security requirements
(if any), Tenant shall have access to the Building and the parking area serving
the Building 24 hours per day, 7 days per week.


 


5.5           Environmental.
A. Landlord represents to Tenant to Landlord’s actual knowledge that, except as
may be disclosed in that certain Remedial Monitoring Report No. 18,
Northwest Park, Buildings 28 and 37, Burlington, MA (RTN 3-0263) prepared by
GEI Consultants, Inc., dated September 29, 2009 (the “RMR Report”),
there are no hazardous materials in, on, about, under or emanating from the
Premises or the Site (as that term is defined in the RMR Report) in violation
of any laws.  Landlord shall indemnify
and defend, with counsel reasonably acceptable to Tenant, and hold Tenant
harmless from and against, any and all liabilities, costs, expenses, damages,
claims, fees, penalties, and fines incurred by Tenant as a result of the
existence prior to and on the Date of this Lease of hazardous materials, or oil
 in, on or about the Premises 


 


18

















 


or the Site; provided,
however, that with respect to claims against Tenant by employees or former
employees of Tenant relating to such pre-existing hazardous materials or oil,
Landlord shall have no duty to defend Tenant, and Landlord’s obligation to
indemnify Tenant in such cases shall apply only if such employee’s claim
prevails, despite Tenant having used reasonable efforts to defend such claim,
in a judicial proceeding in a court of competent jurisdiction through final
judgment, with no further appeal. 
Landlord shall not be responsible for any claims for consequential
damages or lost profits of Tenant. 
Tenant hereby acknowledges receipt of the RMR Report.


 


B. Landlord shall, prior to the Commencement Date,
conduct indoor air quality testing, and may conduct testing of other
environmental media, to confirm the absence of vapor intrusion into the
Building from contamination in soil or groundwater at or near the Building that
poses a significant risk to future occupants (office workers) and users of the
Building, as determined under the Massachusetts Contingency Plan, 310 CMR
40.0000 et seq.  Prior to conducting the
testing, Landlord shall provide Tenant with a copy of the proposed sampling
plan.  If the testing yields data
indicating that indoor air quality (or other media) that results from vapor
intrusion from contaminated soil or groundwater poses a significant risk to
future occupants or users of the Building, as determined under the
Massachusetts Contingency Plan, 310 CMR 40.0000 et seq., then Landlord promptly
shall at its sole cost and expense take necessary response actions as
recommended by Landlord’s Licensed Site Professional (“LSP”) to eliminate any
significant risk to occupants or users of the Building.  Landlord shall obtain from its LSP a reliance
letter reasonably acceptable to Tenant that will allow Tenant to rely upon the
findings and recommendations contained in the reports produced by the LSP.  Landlord’s LSP shall be Margret Hanley or
another LSP reasonably acceptable to Tenant.


 


5.6           Insurance.
Landlord shall maintain in full force throughout the Term, a policy of
insurance upon the Building insuring against all risks of physical loss or
damage under a “special” coverage form in an amount at least equal to the full
replacement value of the Building, with an Agreed Amount endorsement, as well
as insurance against breakdown of boilers and other machinery as customarily
insured against.


 


5.7           Representations.Landlord
represents and warrants to Tenant as of the date hereof that (a) Landlord
holds fee simple title to the Property, subject to no mortgage other than a
mortgage to Webster Bank; (b) Landlord has full power and authority to
enter into this Lease; (c) no other party has any possessory right to the
Premises or has claimed the same; and (d) Landlord has not received notice
within the 12-month period preceding the Date of this Lease of any
noncompliance with any land use laws or environmental laws relating to the
Building that would adversely affect Tenant’s ability to use the Premises.


 


5.8           Indemnification
Landlord shall save harmless, exonerate and indemnify Tenant, its agents and
employees (such agents and employees being referred to collectively as the “Tenant
Related Parties”) from and against any and all claims, liabilities or penalties
asserted by or on behalf of any person, firm, corporation or public authority
on account of injury, death, damage or loss to person or property occurring in
the areas of the Property outside of the Premises arising out of the
negligence, fault or misconduct of Landlord or Landlord’s failure to perform
and observe the obligations expressly assumed under the provisions of this
Lease, except if the same was caused by the negligence, fault or misconduct of
Tenant or the Tenant Related Parties.  In
respect of all of the foregoing, Landlord shall indemnify Tenant and the Tenant
Related Parties from and against all costs, expenses (including reasonable
attorneys’ fees), and liabilities incurred in or in connection with any such
claim, action or proceeding brought thereon; and, in case of any action or
proceeding brought against Tenant or the Tenant Related Parties by reason of
any such claim, Landlord, upon notice from Tenant and at Landlord’s expense,
shall resist or defend such action or proceeding and employ counsel therefor
reasonably satisfactory to Tenant provided that Tenant shall be deemed to have
approved counsel provided by Landlord’s liability insurer.


 


ARTICLE 6 

Tenant’s Additional Covenants


 


6.1           Affirmative
Covenants.  Tenant covenants at
all times during the term and for such further time (prior or subsequent
thereto) as Tenant occupies the Premises or any part thereof:


 


6.1.1       Perform
Obligations.  To perform
promptly all of the obligations of Tenant set forth in this Lease; and to pay
when due the Fixed Rent and Additional Rent and all charges, rates and other
sums which by the terms of this Lease are to be paid by Tenant.


 


6.1.2       Use.  To use the Premises only for the Permitted
Uses, and from time to time to procure all licenses and permits necessary
therefor, at Tenant’s sole expense.  With
respect to any licenses or permits for which Tenant may apply, pursuant to this
subsection 6.1.2 or any other provision hereof, Tenant shall furnish Landlord
copies of applications therefor on or before their submission to the
governmental authority.


 


6.1.3       Repair
and Maintenance.  To
maintain the Premises in neat order and condition and to perform all routine
and ordinary repairs to the Premises and to any plumbing, heating, electrical,
ventilating and air-conditioning systems or other specialty systems located
within the Premises and installed by Tenant such as are necessary to keep them
in good working order, appearance and condition, as the case may require,
reasonable use and wear thereof and damage by fire or by unavoidable casualty
only excepted; to keep all glass in windows and doors of the Premises (except
glass in the exterior walls of the Building) whole and in good condition with
glass of the same quality as that 


 


19

















 


injured or broken;
and to make as and when needed as a result of misuse by, or neglect or improper
conduct of Tenant or Tenant’s servants, employees, agents, invitees or
licensees or otherwise, all repairs necessary, which repairs and replacements
shall be in quality and class equal to the original work. In addition, Tenant
shall, at its sole expense, contract for cleaning and janitorial services to
the Premises, including window cleaning. 
A trash dumpster enclosure is currently located on the Property in an
area designated by Landlord.  Tenant
shall, at its expense, contract directly for a trash dumpster to be housed on
the Property in such enclosure and to be emptied on a regular basis. However,
Tenant shall have the right to relocate the dumpster, from time to time, to a
location on the Property reasonably approved by Landlord, subject to all
permitting and other requirements of the Town of Burlington and  Landlord’s reasonable requirements as to size
and screening.  Subject to Tenant’s
compliance with all requirements of the Town of Burlington, Tenant shall be
permitted to keep a cardboard recycling container in an area on the Property
reasonably approved by Landlord. 
(Landlord, upon default of Tenant beyond the expiration of the
applicable notice and cure periods hereunder [except in emergencies where
immediate action may be taken],  may
elect, at the expense of Tenant, and upon three (3) business days’ prior written
notice or fewer if reasonable under the circumstances, to perform all such
cleaning and maintenance and to make any such repairs or to repair any damage
or injury to the Building or the Premises caused by moving property of Tenant
in or out of the Building, or by installation or removal of furniture or other
property, or by misuse by, or neglect, or improper conduct of, Tenant or Tenant’s
servants, employees, agents, contractors, customers, patrons, invitees, or
licensees.)


 


6.1.4       Compliance
with Law.  To make all
repairs, alterations, additions or replacements to the Premises required by any
law or ordinance or any order or regulation of any public authority; to keep
the Premises equipped with all safety appliances so required; and to comply
with the orders and regulations of all governmental authorities with respect to
zoning, building, fire, health and other codes, regulations, ordinances or laws
applicable to the Premises, except that Tenant may defer compliance so long as
the validity of any such law, ordinance, order or regulations shall be
contested by Tenant in good faith and by appropriate legal proceedings, if
Tenant first gives Landlord appropriate assurance or security against any loss,
cost or expense on account thereof. Notwithstanding the foregoing, however,
Tenant shall not be responsible for compliance with any such laws, regulations,
or the like requiring (a) structural repairs or modifications; or (b) repairs
or modifications to the utility or building service equipment; or (c) installation
of new building service equipment, such as fire detection or suppression
equipment, unless such repairs, modifications, or installations shall be due to
Tenant’s particular manner of use of the Premises (as opposed to office use
generally) or required on account of any work done by or on behalf of Tenant.


 


6.1.5       Indemnification.  To save harmless, exonerate and indemnify
Landlord, its agents (including, without limitation, Landlord’s managing agent)
and employees (such agents and employees being referred to collectively as the “Landlord
Related Parties”) from and against any and all claims, liabilities or penalties
asserted by or on behalf of any person, firm, corporation or public authority
on account of injury, death, damage or loss to person or property in or upon
the Premises and the Property arising out of the use or occupancy of the
Premises by Tenant or by any person claiming by, through or under Tenant
(including, without limitation, all patrons, employees and customers of
Tenant), or arising out of any delivery to or service supplied to the Premises,
or on account of or based upon anything whatsoever done on the Premises, except
if the same was caused by the willful negligence, fault or misconduct of
Landlord or the Landlord Related Parties. 
In respect of all of the foregoing, Tenant shall indemnify Landlord and
the Landlord Related Parties from and against all costs, expenses (including
reasonable attorneys’ fees), and liabilities incurred in or in connection with
any such claim, action or proceeding brought thereon; and, in case of any
action or proceeding brought against Landlord or the Landlord Related Parties
by reason of any such claim, Tenant, upon notice from Landlord and at Tenant’s
expense, shall resist or defend such action or proceeding and employ counsel
therefor reasonably satisfactory to Landlord. 
The preceding indemnification shall expressly survive the expiration or
earlier termination of this Lease.


 


6.1.6       Landlord’s
Right to Enter.  To permit
Landlord and its agents to enter into and examine the Premises at reasonable
times, and upon reasonable prior notice when practical, and to show the
Premises, and to make repairs to the Premises, and, during the last six (6) months
prior to the expiration of this Lease, to keep affixed in suitable places
notices of availability of the Premises. 
Landlord’s entry shall be subject to Tenant’s reasonable security rules,
including the requirement that Landlord be accompanied by a Tenant
representative (except in emergency circumstances).


 


6.1.7       Personal
Property at Tenant’s Risk. 
All of the furnishings, fixtures, equipment, effects and property of
every kind, nature and description of Tenant and of all persons claiming by,
through or under Tenant which, during the continuance of this Lease or any
occupancy of the Premises by Tenant or anyone claiming under Tenant, may be on
the Premises, shall be at the sole risk and hazard of Tenant and if the whole
or any part thereof shall be destroyed or damaged by fire, water or otherwise,
or by the leakage or bursting of water pipes, steam pipes, or other pipes, by
theft or from any other cause, no part of said loss or damage is to be charged
to or to be borne by Landlord, except that Landlord shall in no event be
indemnified or held harmless or exonerated from any liability to Tenant or to
any other person, for any injury, loss, damage or liability to the extent
prohibited by law.


 


20

















 


6.1.8       Payment
of Landlord’s Cost of Enforcement.  To pay on demand Landlord’s expenses,
including reasonable attorneys’ fees, incurred in enforcing any obligation of
Tenant under this Lease or in curing any default by Tenant under this Lease as
provided in Section 8.4.


 


6.1.9       Yield Up.  At the expiration of the Term or earlier termination
of this Lease:  to surrender all keys to
the Premises; to remove all of its trade fixtures and personal property in the
Premises; to deliver to Landlord stamped architectural plans showing the
Premises at yield up (which may be the Final Plans if Tenant has made no
installations after the Commencement Date); to remove all wiring and cabling;
to remove all rooftop equipment, and such installations and alterations made by
it, including the TIW, as Landlord had designated for removal at the time of Landlord’s
approval of such installations or alterations (as set forth below) and all
Tenant’s signs wherever located; to repair all damage caused by such removal
and restore any damaged areas to normal office finishes standard for the
Building; and to yield up the Premises, including all installations and
improvements made by Tenant (which shall be intact and in good working order,
reasonable wear and tear and casualty damage excepted), except for Tenant’s
trade fixtures and such of said installations or improvements as Landlord shall
have requested Tenant to remove at the time of plan approval as set forth
below.  Landlord reserves the right to
require removal of any  alterations for
which plans were not required pursuant to the provisions of Section 6.2.5
of this Lease if Tenant had failed to so request Landlord’s designation for
removal as set forth in Section 6.2.5. 
Tenant shall surrender the Premises broom-clean and in the condition the
same were in on the Commencement Date, reasonable wear and tear and casualty
damage excepted. Tenant, at the time of requesting Landlord’s approval of any
installations or alterations in the Premises, including the TIW and any Tenant’s
Work Change Orders (whether or not plans are required for the installation)
shall request in writing that Landlord designate which such installations or
alterations must be removed at the expiration or earlier termination of this
Lease.  After receipt of Tenant’s
request, Landlord shall notify Tenant in writing which such installations or
alterations must be removed from the Premises at the expiration or earlier
termination of this Lease.  If Landlord
does not indicate that a particular installation must be removed, then Landlord
shall not later have the right to request its removal.  Likewise, if Tenant, when making any
installations or alterations, fails to so request in writing whether Landlord
will require removal of such installation or alteration, then Landlord reserves
the right to require Tenant to remove the installation or alteration at the end
of the Term. With respect to the TIW, Tenant need not make a formal written
request; however Landlord shall, as part of its approval of the Schematic
Design Plans provide a preliminary summary of which items, if any, it requires
be removed. Landlord will provide Tenant with a progress summary of items
designated for removal as soon as practical following receipt of the Design
Development Permitting/Pricing Plans, taking into consideration that the
resulting Final Plans may necessitate amendment of Landlord’s summary of items
that require end of term removal..  In
any event, Landlord agrees to be reasonable in determining whether any
installation or alteration must be removed and agrees to limit its removal
requirements to those installations or alterations that Landlord deems
specialized for Tenant’s use and not typical for normal office tenant use (such
as specialty process electrical systems, chillers, generators, nitrogen tanks,
by way of example, but not finishes and architectural elements included in the
TIW.  Any property required to be removed
that is not so removed shall be deemed abandoned and, if Landlord so elects,
deemed to be Landlord’s property, and may be retained or removed and disposed
of by Landlord in such manner as Landlord shall determine and Tenant shall pay
Landlord the entire cost and expense incurred by it in effecting such removal
and disposition and in making any incidental repairs and replacements to the
Premises.  Tenant shall further indemnify
Landlord against all loss, cost and damage resulting from Tenant’s failure and
delay in surrendering the Premises as above provided; however, notwithstanding
the foregoing, Tenant shall not be liable for any consequential damages if
Tenant occupies the Premises for fewer than thirty (30) days beyond the
expiration or earlier termination of this Lease.  Except as specifically provided for in this Section 6.1.9,
Tenant shall not be liable for any consequential damages for breach of any
provision of this Lease.


 


If the Tenant remains in the Premises beyond the
expiration or earlier termination of this Lease, such holding over shall be
without right and shall not be deemed to create any tenancy, but the Tenant
shall be a tenant at sufferance only at a daily rate equal to one and one-half (1.5)
times the Rent in effect under this Lease as of the day prior to the date of
expiration of this Lease, for the first thirty (30) days of such holding over,
and thereafter at a daily rate of two (2) times the Rent in effect as of
the day prior to the date of expiration of this Lease.


 


6.1.10     Rules and
Regulations.  To comply
with the Rules and Regulations set forth in Exhibit E, and with all
reasonable Rules and Regulations of general applicability to all tenants
of the Park hereafter made by Landlord, of which Tenant has been given
notice.  Landlord shall not be liable to
Tenant for the failure of other tenants to conform to such Park-wide Rules and
Regulations of which Tenant has been given notice.  Landlord shall use reasonable efforts to
enforce the Park-wide Rules and Regulations and shall apply the same in a
non-discriminatory manner.


 


6.1.11     Estoppel
Certificate.  Upon not
less than ten (10) days’ prior written request by Landlord, to execute,
acknowledge and deliver to Landlord a statement in writing, which may be in the
form attached hereto as Exhibit F or in another form reasonably similar
thereto, or such other commercially reasonable form as Landlord may provide
from time to time, certifying all or any of the following to the extent
true:  (i) that this Lease is
unmodified and in full force and effect, (ii) whether the term has
commenced and Fixed Rent and Additional Rent have become payable 


 


21

















 


hereunder and, if
so, the dates to which they have been paid, (iii) whether or not Landlord
is in default in performance of any of the terms of this Lease, (iv) whether
Tenant has accepted possession of the Premises, (v) whether Tenant has
made any claim against Landlord under this Lease and, if so, the nature thereof
and the dollar amount, if any, of such claim, (vi) whether there exist any
offsets or defenses against enforcement of any of the terms of this Lease upon
the part of Tenant to be performed, and (vii) such further information
with respect to the Lease or the Premises as Landlord may reasonably
request.  Any such statement delivered
pursuant to this subsection 6.1.11 may be relied upon by any prospective
purchaser or mortgagee of the Premises, or any prospective assignee of such
mortgage.  Tenant shall also deliver to
Landlord such financial information as may be reasonably required by Landlord
to be provided to any mortgagee or prospective purchaser of the Premises.  The requirement of the immediately preceding
sentence shall not apply as long as Tenant is a publicly traded company.


 


6.1.12     Landlord’s
Expenses Re: Consents.  To
reimburse Landlord promptly on demand for all reasonable legal expenses
incurred by Landlord in connection with all requests by Tenant for consent or
approval hereunder.


 


6.1.13     Representation
Tenant represents and warrants to Landlord that the person signing below has
full power and authority to bind Tenant and that Tenant has the authority to
enter into this Lease and has obtained all consents and approvals and taken all
actions necessary in connection therewith.


 


6.2           Negative Covenants.  Tenant covenants at all times during the term
and such further time (prior or subsequent thereto) as Tenant occupies the
Premises or any part thereof:


 


6.2.1       Assignment
and Subletting.  Except in
connection with a Permitted Transfer, not to assign, transfer, mortgage or
pledge this Lease or to sublease (which term shall be deemed to include the
granting of concessions and licenses and the like) all or any part of the
Premises or suffer or permit this Lease or the leasehold estate hereby created
or any other rights arising under this Lease to be assigned, transferred or
encumbered, in whole or in part, whether voluntarily, involuntarily or by
operation of law, or permit the occupancy of the Premises by anyone other than
Tenant without the prior written consent of Landlord.  In the event Tenant desires to assign this
Lease or sublet any portion or all of the Premises  (whether to a Successor or Affiliate or to a
third party), Tenant shall notify Landlord in writing of Tenant’s intent to so
assign this Lease or sublet the Premises and the proposed effective date of
such subletting or assignment, and, in the case of a transfer to a third party,
shall request in such notification that Landlord consent thereto.  Except in connection with a Permitted
Transfer, Landlord may terminate this Lease in the case of a proposed
assignment or any proposed sublet of the Premises for the remainder of the
Term, and, in the case of any proposed subletting that results in 50% or more
of the Rentable Floor Area of the Premises being sublet.  If
Landlord exercises its recapture right, it shall do so by giving written notice
of termination to Tenant within ten (10) days after Tenant’s request for
consent and Landlord’s receipt of all relevant information reasonably required
by Landlord, with such termination to be effective as of the effective date of
such assignment or subletting.  Landlord
agrees to respond to Tenant’s request for consent within ten (10) days
following Landlord’s receipt of all information reasonably requested by
Landlord to evaluate Tenant’s request. 
If Landlord fails to respond by the expiration of such 10-day period,
Tenant shall send Landlord a second notice captioned, “SECOND REQUEST FOR
CONSENT,” and Landlord’s failure to respond within five (5) business days
after receiving Tenant’s second request shall be deemed a waiver of its
recapture right.  If Landlord does not so
terminate or is deemed to have waived its right to terminate, Landlord’s consent
shall not be unreasonably withheld to an assignment or to a subletting of the
entire Premises, provided that the following conditions are met:


 


(i)            the assignee or subtenant shall use the
Premises only for the Permitted Uses;


 


(ii)           the proposed assignee or subtenant has a net
worth and, in the case of an assignee, creditworthiness, reasonably sufficient
to enable it to perform the obligations of Tenant under this Lease, or the
sublease, as applicable;


 


(iii)          the amount of the aggregate rent to be paid by
the proposed subtenant is not less than eighty (80%) percent of the then
current market rate for the Premises; and


 


(iv)          the proposed assignee or subtenant is not
then a tenant in the Building or the Park, or an entity with which Landlord is
dealing or has dealt within the preceding six months regarding the possibility
of leasing space in the Building or the Park, and Landlord actually has
available reasonably comparable space in the Park.


 


Tenant shall furnish Landlord with any information
reasonably requested by Landlord to enable Landlord to determine whether the
proposed assignment or subletting complies with the foregoing requirements,
including without limitation, financial statements relating to the proposed
assignee or subtenant.  Tenant’s rights under
Sections 2.3, 2.4, and 6.2.5.1 are personal to the initial named Tenant and may
not be assigned except in connection with an assignment of this Lease to an
Affiliate or Successor.


 


22
















 


Tenant shall, as Additional Rent, reimburse Landlord
promptly for Landlord’s reasonable legal expenses incurred in connection with
any request by Tenant for such consent. 
If Landlord consents thereto, no such subletting or assignment shall in
any way impair the continuing primary liability of Tenant hereunder, and no
consent to any subletting or assignment in a particular instance shall be
deemed to be a waiver of the obligation to obtain the Landlord’s written
approval in the case of any other subletting or assignment.


 


If for any assignment or sublease consented to by
Landlord hereunder Tenant receives rent or other consideration, either
initially or over the term of the assignment or sublease, in excess of the rent
called for hereunder, or in case of sublease of part, in excess of such rent
fairly allocable to the part.  Tenant
shall pay to Landlord as additional rent fifty (50%) percent of the excess of
each such payment of rent or other consideration received by Tenant promptly
after its receipt.  In calculating any
excess rent payable by Tenant to Landlord pursuant to this provision, Tenant
shall first be entitled to deduct (a) the gross Fixed Rent and Additional
Rent paid to Landlord by Tenant with respect to the subject portion of the
Premises during the period commencing on the date Tenant vacates the subject
portion of the Premises until the date the assignee or sublessee is obligated
to pay rent pursuant to its assignment or sublease; (b) improvement
allowances or other economic concessions granted by Tenant to the assignee or
sublessee; (c) the unamortized costs of initial and subsequent
improvements to the sublet portion of the Premises paid for by Tenant and
amortized over the sublease term; (d) costs incurred by Tenant to buy out
or take over the previous lease of the assignee or sublessee; (e) all
costs incurred by Tenant to advertise the subject portion of the Premises for
assignment or sublease; (f) brokerage commissions and legal fees paid by
Tenant in connection with the assignment or sublease; and (g) all other
costs reasonably incurred by Tenant.


 


Except as otherwise expressly provided, the preceding
provisions of this Section 6.2.1 shall not apply to a sublet of all or any
portion of the Premises or an assignment of this Lease to either (i) an
entity which is controlled by, is under common control with, or which controls
Tenant (any of the foregoing, an “Affiliate”) or (ii) an entity into or
with which Tenant is merged or consolidated or which acquires all or
substantially all of Tenant’s stock or assets (any of the foregoing, a “Successor”),
provided that in the case of an assignment of this Lease to an Affiliate or
Successor (1) such Affiliate or Successor, as the case may be, agrees
directly with Landlord, by written instrument in form reasonably satisfactory
to Landlord, to assume and perform all the obligations of Tenant; (2) Tenant
continues to remain primarily liable under this Lease; and (3) Tenant
notifies Landlord of the merger, consolidation, or purchase of assets, stock or
membership interests) at least ten (10) days prior to the effective date
of such transfer (except where the transaction must for legal and reasonable
business purposes remain confidential, in which event such proof of net worth
shall be delivered promptly after consummation of the transaction).  The transaction for which consent from the
Landlord is not required pursuant to this paragraph shall be referred to as a “Permitted
Transfer.”


 


If at any time during the term of this Lease, there is
a name change, reformation or reorganization of the Tenant entity, Tenant shall
so notify Landlord and deliver evidence reasonably satisfactory to Landlord
documenting such name change, reformation or reorganization.  If, at any time during the term of this
Lease, there is a transfer of a controlling interest in the stock, membership
or general partnership interests of Tenant, Tenant shall so notify Landlord and
(whether or not Tenant so notifies Landlord) such a transfer will be deemed an
assignment subject to the provisions of this Section 6.2.1.  The provisions of the preceding sentence
shall not be applicable as long as Tenant is a publicly traded company.


 


6.2.2                     Nuisance.  Not to injure, deface or otherwise harm the
Premises; nor commit any nuisance; nor permit in the Premises any vending
machine (except such as is used for the sale of merchandise to employees of
Tenant) or inflammable fluids or chemicals (except such as are customarily used
in connection with standard office equipment); nor permit any cooking to such
extent as requires special exhaust venting; nor permit the emission of any
objectionable noise or odor; nor make, allow or suffer any waste; nor make any
use of the Premises which is improper, offensive or contrary to any law or
ordinance or which will invalidate any of Landlord’s insurance; nor conduct any
auction, fire, “going out of business” or bankruptcy sales.


 


6.2.3                     Hazardous Wastes and Materials.  Except for customary office and cleaning
supplies (which shall be handled in compliance with all applicable laws), not
to dispose of any hazardous wastes, hazardous materials or oil on the Premises
or the Property, or into any of the plumbing, sewage, or drainage systems
thereon, and to indemnify and save Landlord harmless from all claims,
liability, loss or damage arising on account of the use or disposal of
hazardous wastes, hazardous materials or oil, including, without limitation,
liability under any federal, state, or local laws, requirements and
regulations, or damage to any of the aforesaid systems.  Tenant shall comply with all governmental
reporting requirements with respect to hazardous wastes, hazardous materials
and oil, and shall deliver to Landlord copies of all reports filed with
governmental authorities. The preceding indemnification shall expressly survive
the expiration or earlier termination of this Lease.


 


6.2.4                     Heavy Equipment.    Business machines and mechanical equipment
which cause vibration or noise shall be placed and maintained by Tenant at
Tenant’s expense in settings sufficient to absorb and prevent vibration, noise
and annoyance to adjacent properties.


 


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6.2.5                     Installation, Alterations or Additions.  A.     Not
to make any installations, alterations or additions in, to or on the Premises nor
to permit the making of any holes in the walls, partitions or ceilings (except
for holes for normal office wall hangings such a pictures and the like) or
floors, nor the installation or modification of any locks or security devices
without on each occasion obtaining the prior written consent of Landlord, which
consent shall not be unreasonably withheld, conditioned or delayed with respect
to interior, nonstructural alterations or installations that do not adversely
affect the structural integrity of the Building, impact the Building systems,
or involve penetration of the roof or exterior walls, and then only pursuant to
plans and specifications approved by Landlord (acting reasonably) in advance in
each instance.  Landlord agrees to
respond to Tenant’s request for consent and approval within ten (10) days
following Landlord’s receipt of all information reasonably requested by
Landlord to evaluate Tenant’s request. 
If Landlord fails to respond by the expiration of such 10-day period,
Tenant shall send Landlord a second notice captioned, “SECOND REQUEST FOR
CONSENT,” and Landlord’s failure to respond within five (5) business days
after receiving Tenant’s second request shall be deemed approval.
Notwithstanding the foregoing, Tenant, without the prior consent of Landlord,
may make nonstructural, interior alterations or installations at a cost not to
exceed $1.00 per rentable square foot of the Premises per
alteration/installation project (and then only up to $3.00 per rentable square
foot of the Premises in any 12-month period), only if such alterations or
installations do not adversely affect the structural integrity of the Building,
impact the Building systems, involve penetration of the roof or exterior walls.
In addition, Tenant may, without Landlord’s prior consent, paint and carpet
interior areas of the Premises that are not visible from outside the
Premises.  In any instance where Tenant
is permitted to make an installation or alteration without Landlord’s prior
consent, then Tenant shall, at the time of making such installation or
alteration, request in writing if such installation or alteration must be
removed at the expiration or earlier termination of this Lease.  If Landlord so designates such installation
or alteration for removal, then Tenant shall remove the same in accordance with
the provisions of Section 6.1.9 above. 
If Tenant fails to make such request, then Landlord shall have the
option to require Tenant to remove such installation or alteration at the end
of the Term.


 


B.  Tenant
agrees to employ for any work one or more responsible contractors of whom
Landlord has given prior approval, and whose labor will work without
interference with other labor working on the Property, and to cause such
contractors employed by Tenant to carry worker’s compensation insurance in
accordance with statutory requirements and comprehensive public liability
insurance covering such contractors on or about the Premises in amounts at
least equal to the limits set forth in Section 1.1 and to submit
certificates evidencing such coverage to Landlord prior to the commencement of
such work.  Tenant shall pay promptly
when due the entire cost of any work to the Premises undertaken by Tenant so
that the Premises shall at all times be free of liens for labor and materials,
and at Landlord’s request (which shall be made reasonably in light of the scope
and cost of the proposed work, among other factors) Tenant shall furnish to
Landlord a bond or other security acceptable to Landlord assuring that any work
commenced by Tenant will be completed in accordance with the plans and
specifications theretofore approved by Landlord and assuring that the Premises
will remain free of any mechanics’ lien or other encumbrance arising out of
such work.  In any event, Tenant shall,
within ten days after the institution of such liens or encumbrances, bond
against or discharge any mechanics’ liens or other encumbrances that may arise
out of such work.  Tenant shall procure
all necessary licenses and permits at Tenant’s sole expense before undertaking
such work.  All such work shall be done
in a good and workmanlike manner employing materials of good quality and so as
to conform with all applicable zoning, building, fire, health and other codes,
regulations, ordinances and laws.  Tenant
shall save Landlord harmless and indemnified from all injury, loss, claims or
damage to any person or property occasioned by or growing out of such work.


 


C.  Tenant shall
be permitted to install an underground conduit to connect the Premises to its
other Avid Spaces, subject to Landlord’s approval of the plans therefor, which
approval shall not be unreasonably withheld, conditioned or delayed, including
conduit size, location, access into the Building and method of installation,
and subject further to the requirements of Paragraph B above, and in compliance
with all requirements of the Town of Burlington.


 


6.2.5.1     Rooftop Equipment.  Without waiver of any of the requirements of Section 6.2.5,
Tenant shall have the right, at its sole cost and expense, to install, maintain,
and use one or more satellite dishes or antennae on the roof of the Building,
subject in all cases to Landlord’s approval regarding number, size, location
and the manner of installation, including conformance with Landlord’s
reasonable design criteria and any other reasonable requirements (including
visual shielding such that it cannot be seen from street level) and provided
that such installation does not void any roof bonds or affect the integrity of
the roof.  The installation, operation,
maintenance and removal of any rooftop equipment shall be Tenant’s
responsibility, at its sole cost and expense and shall be performed in
accordance with the terms of the Lease (including but not limited to Section 6.2.5)
and all applicable laws and requirements of applicable governmental
authorities.  Landlord shall not charge
Tenant for the right to use the roof to install the rooftop equipment.  Tenant shall indemnify, defend and hold Landlord
harmless from and against any liability, claims, damage or loss arising from
the installation, maintenance, repair replacement and operation of any rooftop
equipment, unless caused by Landlord, its agents, employees or
contractors.  Tenant shall have the right
to use the available shaft space in the Building as reasonably necessary to
connect the Premises to the rooftop equipment. 
Tenant shall have access to the roof upon reasonable notice to
Landlord  for the purpose of installing, 


 


24

















 


operating, maintaining,
repairing, or removing the rooftop equipment. 
Upon the expiration or earlier termination of this Lease, Tenant shall
remove all rooftop equipment from the roof and repair any damage to the roof
caused thereby.  The right to install the
rooftop equipment is personal to the initial named Tenant and may not be used
by, or assigned or otherwise transferred to, any other party, except as
otherwise provided in Section 6.2.1.


 


6.2.5.2     Rooftop Equipment.  Without waiver of any of the requirements of Section 6.2.5,
Tenant shall have the right, at its sole cost and expense, to install,
maintain, and use one back-up generator on the roof of the Building, subject in
all cases to Landlord’s approval regarding size, location and the manner of
installation, including conformance with Landlord’s reasonable design criteria
and any other reasonable requirements (including structural reinforcements, and
visual shielding such that it cannot be seen from street level) and provided
that such installation does not void any roof bonds or affect the integrity of
the roof.  The installation, operation,
maintenance and removal of any rooftop generator shall be Tenant’s
responsibility, at its sole cost and expense and shall be performed in
accordance with the terms of the Lease and all applicable laws and requirements
of the applicable governmental authorities. 
Landlord shall not charge Tenant for the right to use the roof to
install the rooftop generator.  Tenant
shall indemnify, defend and hold Landlord harmless from and against any
liability, claims, damage or loss arising from the installation, maintenance,
repair replacement and operation of any rooftop equipment, unless caused by
Landlord, its agents, employees or contractors. 
Tenant shall have access to the roof upon reasonable notice to Landlord  for the purpose of installing, operating,
maintaining, repairing, or removing the rooftop generator.  Upon the expiration or earlier termination of
this Lease, Tenant shall remove the generator from the roof and repair any
damage to the roof caused thereby.  The
right to install the generator is personal to the initial named Tenant and may
not be used by, or assigned or otherwise transferred to, any other party,
except as otherwise provided in Section 6.2.1.


 


6.2.6                      Abandonment.  Not to abandon the Premises during the term,
it being understood and agreed that vacancy of the Premises shall not be
construed as abandonment so long as all of Tenant’s other obligations under
this Lease continue to be timely performed and reasonable measures are taken by
Tenant to manage the vacant space.


 


6.2.7                     Signs.  Not without Landlord’s prior written approval
to paint or place any signs or place any curtains, blinds, shades, awnings,
aerials, or the like, visible from outside the Premises.  Notwithstanding the foregoing, Tenant shall
have the exclusive right to install an identification sign on the exterior
Building facade, the size and location of which
must first be approved by Landlord and be in compliance with the Northwest Park
Sign Policy (the receipt of which Tenant hereby acknowledges).  All signage is subject to and must comply
with applicable building codes and zoning ordinances of the Town of
Burlington.  Tenant shall be solely
responsible for all costs of installing, maintaining and removing its exterior
sign.


 


6.2.8                     Parking and Storage.  Not to permit any storage of materials
outside of the Premises; nor to permit the use of the parking areas for either
temporary or permanent storage of trucks; nor permit the use of the Premises
for any use for which heavy trucking would be customary.


 


ARTICLE 7 

Casualty or Taking


 


7.1                                 Termination.
  In the event that the Premises or the Building, or 25% of the parking spaces serving the same, or any
material part thereof, (a) shall be taken by any public authority or for
any public use, and in the case of the parking areas, Landlord does not provide
reasonable permanent alternative parking within 90 days of the taking, or (b) shall
be Substantially Damaged (as hereinafter defined) by fire or casualty, or by
the action of any public authority, or (c) the net proceeds of insurance
recovered or damages awarded is insufficient to pay for the cost of restoration
work, then this Lease may be terminated at the election of Landlord.  The term “Substantially Damaged” as used
herein shall mean damage so extensive that thirty-five (35%) percent or more of
the Rentable Floor Area of the Building is destroyed.  Such election, which may be made
notwithstanding the fact that Landlord’s entire interest may have been
divested, shall be made by the giving of notice by Landlord to Tenant within
sixty (60) days after the date of the taking or casualty.  In the event that the Premises are destroyed
or damaged by fire or casualty, or if there is a taking of a material part of
the Premises or Building, and in either case, in the reasonable opinion of an
independent architect or engineer selected by Landlord, cannot be repaired or
restored within three hundred and sixty five (365) days from the date of such
event, then this Lease may be terminated at the election of Landlord or Tenant,
which election shall be made by the giving of notice to the other party within
thirty (30) days after the date the opinion of the architect or engineer is
made available to the parties.  In
addition, with respect to a taking or casualty occurring during the last twelve
(12) months of the Term (if Tenant has declined to exercise any remaining
Extension Option) which causes the Premises or the Building, or any material
part thereof, to be damaged to the extent that 30% or more of the Rentable
Floor Area of the Premises or the Building is destroyed, then either Landlord
or Tenant may elect to terminate this Lease, which election shall be made
within twenty (20) days after the taking or casualty and effective as of the
date that is 45 days after the date of a party’s written notice of its
election.


 


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7.2                                 Restoration.  If neither Landlord nor Tenant elects to so
terminate, this Lease shall continue in force and a just proportion of the rent
reserved, according to the nature and extent of the damages sustained by the
Premises, shall be suspended or abated until the Premises, or what may remain
thereof, shall be put by Landlord in proper condition for use (which shall at
least be the same as immediately prior to the taking or casualty), which
Landlord covenants to do with reasonable diligence to the extent permitted by
the net proceeds of insurance recovered, or recoverable if Landlord carried the
coverage required to be carried hereunder, or damages awarded for such taking,
destruction or damage and subject to zoning and building laws or ordinances
then in existence.  “Net proceeds of
insurance recovered or damages awarded” refers to the gross amount of such
insurance or damages less the reasonable expenses of Landlord incurred in
connection with the collection of the same, including without limitation, fees
and expenses for legal and appraisal services.


 


7.3                                 Award.  Irrespective of the form in which recovery
may be had by law, all rights to damages or compensation shall belong to
Landlord in all cases, except for awards made for Tenant’s moving expenses and
equipment and trade fixtures.  Except for
such awards, Tenant hereby grants to Landlord all of Tenant’s rights to such
damages and covenants to deliver such further assignments thereof as Landlord
may from time to time request.


 


ARTICLE 8 

Defaults


 


8.1                                 Events
of Default.  (a)  If Tenant
shall default in the performance of any of its obligations to pay the Fixed
Rent, Additional Rent or any other sum due Landlord hereunder and if such
default shall continue for ten (10) days after written notice from
Landlord designating such default or if within thirty (30) days after written
notice from Landlord to Tenant specifying any other default or defaults Tenant
has not commenced diligently to correct the default or defaults so specified or
has not thereafter diligently pursued such correction to completion, or (b) 
if any assignment shall be made by Tenant or any guarantor of Tenant for the
benefit of creditors, or (c)  if Tenant’s leasehold interest shall be
taken on execution, or (d)  if a lien or other involuntary encumbrance is
filed against Tenant’s leasehold interest or Tenant’s other property, including
said leasehold interest, and is not discharged within  fifteen (15) days thereafter, or (e)  if
a petition is filed by Tenant or any guarantor of Tenant for liquidation, or
for reorganization or an arrangement under any provision of any bankruptcy law
or code as then in force and effect, or (f)  if an involuntary petition
under any of the provisions of any bankruptcy law or code is filed against
Tenant or any guarantor of Tenant and such involuntary petition is not
dismissed within  ninety (90) days
thereafter, then, and in any of such cases, Landlord and the agents and
servants of Landlord lawfully may, in addition to and not in derogation of any
remedies for any preceding breach of covenant, immediately or at any time
thereafter without demand or notice and with or without process of law (forcibly,
if necessary) enter into and upon the Premises or any part thereof in the name
of the whole or mail a notice of termination addressed to Tenant, and repossess
the same as of landlord’s former estate and expel Tenant and those claiming
through or under Tenant and remove its and their effects (forcibly, if
necessary) without being deemed guilty of any manner of trespass and without
prejudice to any remedies which might otherwise be used for arrears of rent or
prior breach of covenants, and upon such entry or mailing as aforesaid this
Lease shall terminate, Tenant hereby waiving all statutory rights to the
Premises (including without limitation rights of redemption, if any, to the
extent such rights may be lawfully waived) and Landlord, without notice to
Tenant, may store Tenant’s effects, and those of any person claiming through or
under Tenant, at the expense and risk of Tenant, and, if Landlord so elects,
may sell such effects at public auction or private sale and apply the net
proceeds to the payment of all sums due to Landlord from Tenant, if any, and
pay over the balance, if any, to Tenant.


 


8.2                                 Remedies.
  In the event that this Lease is terminated
under any of the provisions contained in Section 8.1 or shall be otherwise
terminated for breach of any obligation of Tenant, Tenant covenants to pay
punctually to Landlord all the sums and to perform all the obligations which
Tenant covenants in this Lease to pay and to perform in the same manner and to
the same extent and at the same time as if this Lease had not been
terminated.  In calculating the amounts
to be paid by Tenant pursuant to the next preceding sentence Tenant shall be
credited with any amount paid to Landlord as compensation as in this Section 8.2
provided and also with the net proceeds of any rent obtained by Landlord by
reletting the Premises, after deducting all Landlord’s expense in connection
with such reletting, including, without limitation, all repossession costs,
brokerage commissions, fees for legal services and expenses of preparing the
Premises for such reletting, it being agreed by Tenant that Landlord may (i) 
relet the Premises or any part or parts thereof, for a term or terms which may
at Landlord’s option be equal to or less than or exceed the period which would
otherwise have constituted the balance of the term and may grant such
concessions and free rent as Landlord in its sole judgment considers advisable
or necessary to relet the same and (ii)  make such alterations, repairs
and decorations in the Premises as Landlord in its sole judgment considers
advisable or necessary to relet the same, and no action of Landlord in
accordance with the foregoing or failure to relet or to collect rent under
reletting shall operate or be construed to release or reduce Tenant’s liability
as aforesaid.


 


In lieu of full recovery by Landlord of the sums
payable under the foregoing provisions of this Section 8.2 (except for the
amount of any rent of any kind accrued and unpaid at the time of termination)
Landlord may by written notice to Tenant, elect to recover, and Tenant shall
thereupon pay forthwith to Landlord, as compensation, the discounted present
value (calculated using a discount factor equal to the then “Prime Rate” as is
used by the Bank of America or its successor) of the excess of the total rent
reserved for the residue of the term over the rental value of the Premises for
said residue of the term.  In calculating
the rent 


 


26

















 


reserved there shall be included, in addition to the
Fixed Rent and Additional Rent, the value of all other considerations agreed to
be paid or performed by Tenant for said residue.


 


Nothing contained in this Lease shall, however, limit
or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy
or insolvency by reason of the termination of this Lease, an amount equal to
the maximum allowed by any statute or rule of law in effect at the time
when, and governing the proceedings in which, the damages are to be proved,
whether or not the amount be greater than, equal to, or less than the amount of
the loss or damages referred to above.


 


8.3                                 Remedies Cumulative.  Any and all rights and remedies which
Landlord may have under this Lease, and at law and equity, shall be cumulative
and shall not be deemed inconsistent with each other, and any two or more of
all such rights and remedies may be exercised at the same time insofar as
permitted by law.


 


8.4                                 Landlord’s Right to Cure Defaults.   Landlord may, but shall not be obligated to,
cure, at any time, without notice, any default by Tenant under this Lease; and
whenever Landlord so elects, all costs and expenses incurred by Landlord,
including reasonable attorneys’ fees, in curing a default shall be paid, as
Additional Rent, by Tenant to Landlord on demand, together with lawful interest
thereon from the date of payment by Landlord to the date of payment by Tenant.


 


8.5                                 Effect
of Waivers of Default.  Any
consent or permission by Landlord to any act or omission which otherwise would
be a breach of any covenant or condition herein, shall not in any way be held
or construed (unless expressly so declared) to operate so as to impair the
continuing obligation of any covenant or condition herein, or otherwise, except
as to the specific instance, operate to permit similar acts or omissions.


 


8.6                                 No Waiver, etc.   The failure of Landlord to seek redress for
violation of, or to insist upon the strict performance of, any covenant or
condition of this Lease shall not be deemed a waiver of such violation nor
prevent a subsequent act, which would have originally constituted a violation,
from having all the force and effect of an original violation.  The receipt by Landlord of rent with
knowledge of the breach of any covenant of this Lease shall not be deemed to
have been a waiver of such breach by Landlord. 
No consent or waiver, express or implied, by Landlord to or of any
breach of any agreement or duty shall be construed as a waiver or consent to or
of any other breach of the same or any other agreement or duty.


 


8.7                                 No Accord and Satisfaction.  No acceptance by Landlord of a lesser sum
than the Fixed Rent, Additional Rent or any other charge then due shall be
deemed to be other than on account of the earliest installment of such rent or
charge due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent or other charge be deemed an accord
and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such installment or
pursue any other remedy in this Lease provided.


 


ARTICLE 9 

Rights of Mortgage Holders


 


9.1                                 Rights of Mortgage Holders.  The word “mortgage” as used herein includes
mortgages, deeds of trust or other similar instruments evidencing other voluntary
liens or encumbrances, and modifications, consolidations, extensions, renewals,
replacements and substitutes thereof. 
The word “holder” shall mean a mortgagee, and any subsequent holder or
holders of a mortgage.  Until the holder
of a mortgage shall enter and take possession of the Property for the purpose
of foreclosure, such holder shall have only such rights of Landlord as are
necessary to preserve the integrity of this Lease as security.  Upon entry and taking possession of the
Property for the purpose of foreclosure, such holder shall have all the rights
of Landlord.  No such holder of a
mortgage shall be liable either as mortgagee or as assignee, to perform, or be
liable in damages for failure to perform, any of the obligations of Landlord unless
and until such holder shall enter and take possession of the Property for the
purpose of foreclosure.  Upon entry for
the purpose of foreclosure, such holder shall be liable to perform all of the
obligations of Landlord, subject to and with the benefit of the provisions of Section 10.4,
provided that a discontinuance of any foreclosure proceeding shall be deemed a
conveyance under said provisions to the owner of the equity of the Property.


 


The covenants and agreements contained in this Lease
with respect to the rights, powers and benefits of a holder of a mortgage
(particularly, without limitation thereby, the covenants and agreements
contained in this Section 9.1) constitute a continuing offer to any
person, corporation or other entity, which by accepting a mortgage subject to
this Lease, assumes the obligations herein set forth with respect to such
holder; such holder is hereby constituted a party of this Lease as an obligee
hereunder to the same extent as though its name were written hereon as such; and
such holder shall be entitled to enforce such provisions in its own name.  Tenant agrees on request of Landlord to
execute and deliver from time to time any agreement which may be necessary to
implement the provisions of this Section 9.1.


 


9.2                                 Lease Superior or Subordinate to Mortgages.  A. 
It is agreed that the rights and interest of Tenant under this Lease
shall be (i)  subject or subordinate to any present or future mortgage or
mortgages and to any and all advances to be made thereunder, and to the interest
of the holder thereof in the Premises or any property of which the Premises are
a part if Landlord shall elect by notice to Tenant to subject or subordinate
the rights and interest of Tenant under this Lease to such mortgage or (ii) 
prior to any present or future mortgage or mortgages, if Landlord shall elect,
by notice to Tenant, to give the rights and interest of Tenant under this Lease
priority to such mortgage; in the event of either of such elections and upon
notification by 


 


27

















 


Landlord to that effect,
the rights and interest of Tenant under this Lease should be deemed to be
subordinate to, or have priority over, as the case may be, said mortgage or
mortgages, irrespective of the time of execution or time of recording of any
such mortgage or mortgages (provided that, in the case of subordination of this
Lease to any future mortgages, the holder thereof agrees to recognize Tenant’s
rights under this Lease and not to disturb the possession of Tenant).  Tenant agrees it will, upon not less than
fifteen (15) days’ prior written request by Landlord, execute, acknowledge and
deliver any and all reasonably acceptable instruments deemed by Landlord
necessary or desirable to give effect to or notice of such subordination or
priority.  Tenant agrees that any future
SNDA that is similar in all material respects to the form of SNDA attached
hereto as Exhibit I will be deemed “reasonably acceptable”.  Any Mortgage to which this Lease shall be
subordinated may contain such terms, provisions and conditions as the holder
deems usual or customary.


 


B.            Landlord agrees to use diligent efforts to cause its
current mortgagee to deliver to Tenant  a
“subordination, nondisturbance and attornment agreement” in the form attached
to this Lease as Exhibit I (the “SNDA”), no later than 5 business days
after full execution of this Lease.  It
is agreed that it shall be an express condition precedent to the validity of
this Lease that Landlord’s current mortgagee provides such an SNDA to Tenant,
and if such SNDA is not provided to Tenant by the aforesaid date, then Tenant
shall have the right to terminate this Lease by giving written notice of
termination to Landlord no later than 10 business days after the full execution
of this Lease, effective upon the giving of such notice.


 


ARTICLE 10 

Miscellaneous Provisions


 


10.1                           Notices
from One Party to the Other.  All
notices required or permitted hereunder shall be in writing and addressed, if
to the Tenant, at the Original Notice Address of Tenant or such other address
as Tenant shall have last designated by notice in writing to Landlord (with a
copy by similar means to Wilmer Cutler Pickering Hale and Dorr LLP, 60 State
Street, Boston, Massachusetts 02109, Attn: 
Paul Jakubowski) and, if to Landlord, at the Original Notice Address of
Landlord or such other address as Landlord shall have last designated by notice
in writing to Tenant.  Any notice shall
be deemed duly given upon receipt or rejection when mailed to such address
postage prepaid, by certified mail, return receipt requested, or on the next
business day when sent by nationally recognized overnight courier, or when
delivered to such address by hand.


 


10.2                           Quiet Enjoyment.   Landlord agrees that upon Tenant’s paying the
rent and performing and observing the agreements, conditions and other
provisions on its part to be performed and observed, Tenant shall and may
peaceably and quietly have, hold and enjoy the Premises during the term hereof
without any manner of hindrance or molestation from Landlord or anyone claiming
under Landlord, subject, however, to the terms of this Lease.


 


10.3                           Lease
not to be Recorded.  Each
party  agrees that it will not record
this Lease.  Both parties shall, upon the
request of either, execute and deliver a notice or short form of this Lease in
such form, if any, as may be permitted by applicable statute.  Following satisfaction of the contingencies
set forth in Sections 2.2.1 and 9.2B, either party may record a notice of lease
in the form attached hereto as Exhibit G, which notice of lease shall be
executed at Lease signing but held until satisfaction of such
contingencies.  Tenant agrees to execute,
acknowledge and deliver a notice of termination of lease in Tenant’s name upon
its execution of this Lease which is to be held in escrow by Landlord until the
expiration or earlier termination of this Lease.


 


10.4                           Limitation of Landlord’s Liability.  The term “Landlord” as used in this Lease, so
far as covenants or obligations to be performed by Landlord are concerned,
shall be limited to mean and include only the owner or owners at the time in
question of the Property, and in the event of any transfer or transfers of
title to said property, the Landlord (and in case of any subsequent transfers
or conveyances, the then grantor) shall be concurrently freed and relieved from
and after the date of such transfer or conveyance, without any further
instrument or agreement of all liability as respects the performance of any
covenants or obligations on the part of the Landlord contained in this Lease
thereafter to be performed, it being intended hereby that the covenants and
obligations contained in this Lease on the part of Landlord, shall, subject as
aforesaid, be binding on the Landlord, its successors and assigns, only during
and in respect of their respective successive periods of ownership of said
leasehold interest or fee, as the case may be. 
Tenant, its successors and assigns, shall not assert nor seek to enforce
any claim for breach of this Lease against any of Landlord’s assets other than
Landlord’s interest in the Property and in the rents, issues and proceeds
thereof, and Tenant agrees to look solely to such interest for the satisfaction
of any liability or claim against Landlord under this Lease, it being specifically
agreed that in no event whatsoever shall Landlord (which term shall include,
without limitation, any general or limited partner, trustees, beneficiaries,
officers, directors, or stockholders of Landlord) ever be personally liable for
any such liability.


 


10.5                           Force Majeure.  In any case where either party hereto is
required to do any act, delays caused by or resulting from Acts of God, war,
civil commotion, fire, flood or other casualty, labor difficulties, shortages
of labor, materials or equipment, government regulations, unusually severe
weather, or other causes beyond such party’s reasonable control (any of the
foregoing causes being referred to herein as “Force Majeure”) shall not be
counted in determining the time during which work shall be completed, whether
such time be designated by a fixed date, a fixed time or a “reasonable time,”
and such time shall be deemed to be extended by the period of such delay.  No event shall constitute “Force Majeure”
unless the party invoking the benefit of this Section 10.5 advises the
other party of the occurrence of the alleged Force Majeure event 


 


28

















 


within 5 business days
after such party’s awareness of the occurrence of such event.


 


10.6                           Landlord’s Default.  A. 
Landlord shall not be deemed to be in default in the performance of any
of its obligations hereunder unless it shall fail to perform such obligations
and such failure shall continue for a period of thirty (30) days or such
additional time as is reasonably required to correct any such default after
written notice has been given by Tenant to Landlord (with copies of such notice
delivered simultaneously to all mortgagees of which Tenant has notice)
specifying the nature of Landlord’s alleged default.  Landlord shall not be liable in any event for
incidental or consequential damages to Tenant by reason of Landlord’s default,
whether or not notice is given.  Tenant
shall have no right to terminate this Lease for any default by Landlord
hereunder and no right, for any such default, to offset or counterclaim against
any rent due hereunder, except as expressly provided below.


 


B.            If Landlord
fails, after the expiration of the cure periods specified in Paragraph (A) above,
to cure any default, Tenant may, after ten (10) days prior written notice
to Landlord captioned “NOTICE — SELF-HELP REMEDY TO BE INVOKED” advising
Landlord that Tenant intends to exercise its self-help rights under this Section 10.6,
undertake to cure any default by Landlord under this Lease relating to the
Premises and/or building systems exclusively serving the Premises, provided
however, that Tenant shall not have the right to cure any such default to the
extent that such cure would relate to (i) areas outside of the Premises,
or (ii) the structure or mechanical or life safety systems of the
Building.  Whenever Tenant so elects to
cure a default by Landlord as set forth herein, Landlord shall, within thirty
(30) days after receipt of Tenant’s written demand (which shall include
reasonably detailed supporting documentation), reimburse Tenant for all costs
and expenses incurred by Tenant in curing a default; provided, however,
Landlord shall only be responsible for the incremental cost in excess of the
cost that would ordinarily be part of Operating Costs under this Lease, if
applicable.  If Landlord fails to make
any payment to Tenant as and when due, in addition to all other remedies at law
or in equity, Tenant shall have the right to offset such owed amounts against
its payments of Fixed Rent coming due under this Lease; provided, however, that
the amount of each such monthly offset shall not exceed twenty (20%) percent of
the monthly installment of Fixed Rent then payable as stipulated under Section 1.1.  Notwithstanding the foregoing, if Landlord
has undertaken curative action (which may include providing Tenant with a
remedial plan and timetable for rectifying the default) and is proceeding with
diligence, but has been unable to fully complete such cure by the expiration of
thirty (30) days from Tenant’s first notice of such default, Landlord shall be
afforded a reasonable time thereafter in which to complete its curative efforts
before Tenant may effect a cure.  If
Tenant elects to exercise self-help under this Section 10.6, then Tenant
may not avail itself of any other remedy at law or in equity.


 


10.7                           Brokerage.    Each of Landlord and Tenant warrants and
represents that it has dealt with no broker in connection with the consummation
of this Lease, other than the Broker (which is Tenant’s broker), and each
agrees to indemnify, defend and hold the other harmless from and against any
and all loss, cost, damage, claim or expense resulting from the breach of the
foregoing warranty.  Landlord shall pay
Broker pursuant to a separate agreement. 
Jones, Lang LaSalle (“Landlord’s Broker”) is representing Landlord with
respect to the leases for the other Avid Spaces (i.e., the Building 75 Lease
and the Building 65 Lease).  Although
Landlord’s Broker’s involvement in the Building 65 Lease and the Building 75
Lease has covered some matters common to all leases for the Avid Spaces, the
parties have not dealt directly with Landlord’s Broker in consummating this
Lease.  Landlord shall pay Landlord’s
Broker pursuant to a separate agreement relating to the leases for the other
Avid Spaces.  Tenant shall have no
liability for any amounts due Broker, nor for claims, if any, by Landlord’s
Broker in connection with this Lease.


 


10.8                           Applicable Law and Construction; Merger; Jury
Trial.  This Lease may be
executed in counterpart copies, and shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts and, if any
provisions of this Lease shall to any extent be invalid, the remainder of this
Lease shall not be affected thereby. 
This Lease and the Exhibits attached hereto and forming a part hereof
constitute all the covenants, promises, agreements, and understandings between
Landlord and Tenant concerning the Premises and the Building and there are no
covenants, promises, agreements or understandings, either oral or written,
between them other than as are set forth in this Lease.  Neither Landlord nor Landlord’s agents shall
be bound to any representations with respect to the Premises, the Building or
the Property except as herein expressly set forth, and all representations,
either oral or written, shall be deemed to be merged into this Lease.  Each of Landlord and Tenant shall and does
hereby waive trial by jury in any action, proceeding, or claim regarding any
matter arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant or Tenant’s use or occupancy of the Premises.  The titles of the several Articles and
Sections contained herein are for convenience only and shall not be considered
in construing this Lease.  Unless
repugnant to the context, the words “Landlord” and “Tenant” appearing in this
Lease shall be construed to mean those named above and their respective heirs,
executors, administrators, successors and assigns, and those claiming through
or under them respectively.  If there be
more than one tenant, the obligations imposed by this Lease upon Tenant shall
be joint and several.


 


[Signatures appear on the following page.]


 


29
















 


WITNESS the execution hereof under seal on the day and
year first above written:


 


	
   

  	
  Landlord:

  
	
   

  	
   

  
	
   

  	
  /s/
  Peter Nordbloom

  
	
   

  	
  As
  Trustee, but not individually

  
	
   

  	
   

  
	
   

  	
  /s/
  John Macomber

  
	
   

  	
  As
  Trustee, but not individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
  AVID
  TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
  /s/
  Ken Sexton

  
	
   

  	
  By:

  	
  Ken
  Sexton

  
	
   

  	
  Its:

  	
  Executive
  Vice President, Chief Financial Officer and Chief Administrative Officer

  



 


30

















 


EXHIBIT A


 


PLAN SHOWING THE PREMISES


 


(Graphic Omitted)


 


31

















 


EXHIBIT B


 


COMMENCEMENT DATE AGREEMENT


 


 


Pursuant to Section            
of the Lease dated                      
(“Lease”)  between                               
(“Landlord”) and                          
(“Tenant”) in the building known as                                                   
in                               ,
Massachusetts,  Landlord and Tenant
hereby acknowledge and agree that:


 


1.               The Commencement Date of the Lease is                          -;


 


2.               The Expiration Date is                                           ;


 


3.               The Rent Commencement Date occurred on                                           
;


 


4.               The Date by which the Extension Options must be
exercised:


 


a.               First Option:                           


 


b.              Second Option:                           


 


5.               The Date by which the Termination Option must be
exercised is                          ,


 


 


Executed under
seal this                          
day of                                         .


 


	
   

  	
  Landlord:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  
	
   

  	
  Print Title

  
	
   

  	
   

  
	
   

  	
  Tenant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Print Name:

  
	
   

  	
  Print Title:

  



 


32
















 


EXHIBIT B-1


 


TERMINATION PAYMENT


 


	
  Principal

  	
   

  	
  $

  	
  931,240.00

  	
   

  	
   

  	
   

  	
  TI

  	
   

  	
  $

  	
  604,160.00

  	
   

  
	
  Rate

  	
   

  	
  8.000

  	
  %

  	
   

  	
   

  	
  LEASING
  COM

  	
   

  	
  $

  	
  302,080.00

  	
   

  
	
  Term

  	
   

  	
  120 months

  	
   

  	
   

  	
   

  	
  LEGAL

  	
   

  	
  $

  	
  25,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  931,240.00

  	
   

  



 


	
  Pmt #

  	
   

  	
  Payment

  	
   

  	
  Interest

  	
   

  	
  Principal

  	
   

  	
  Balance

  	
   

  	
  Rem. Pmts.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
   931,240.00

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,208.27

  	
   

  	
  $

  	
  5,090.24

  	
   

  	
  $

  	
  926,149.76

  	
   

  	
  119

  	
   

  
	
  2

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,174.33

  	
   

  	
  $

  	
  5,124.18

  	
   

  	
  $

  	
  921,025.58

  	
   

  	
  118

  	
   

  
	
  3

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,140.17

  	
   

  	
  $

  	
  5,158.34

  	
   

  	
  $

  	
  915,867.24

  	
   

  	
  117

  	
   

  
	
  4

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,105.78

  	
   

  	
  $

  	
  5,192.73

  	
   

  	
  $

  	
  910,674.51

  	
   

  	
  116

  	
   

  
	
  5

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,071.16

  	
   

  	
  $

  	
  5,227.35

  	
   

  	
  $

  	
  905,447.16

  	
   

  	
  115

  	
   

  
	
  6

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,036.31

  	
   

  	
  $

  	
  5,262.20

  	
   

  	
  $

  	
  900,184.96

  	
   

  	
  114

  	
   

  
	
  7

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  6,001.23

  	
   

  	
  $

  	
  5,297.28

  	
   

  	
  $

  	
  894,887.68

  	
   

  	
  113

  	
   

  
	
  8

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,965.92

  	
   

  	
  $

  	
  5,332.59

  	
   

  	
  $

  	
  889,555.09

  	
   

  	
  112

  	
   

  
	
  9

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,930.37

  	
   

  	
  $

  	
  5,368.14

  	
   

  	
  $

  	
  884,186.95

  	
   

  	
  111

  	
   

  
	
  10

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,894.58

  	
   

  	
  $

  	
  5,403.93

  	
   

  	
  $

  	
  878,783.02

  	
   

  	
  110

  	
   

  
	
  11

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,858.55

  	
   

  	
  $

  	
  5,439.96

  	
   

  	
  $

  	
  873,343.06

  	
   

  	
  109

  	
   

  
	
  12

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,822.29

  	
   

  	
  $

  	
  5,476.22

  	
   

  	
  $

  	
  867,866.84

  	
   

  	
  108

  	
   

  
	
  13

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,785.78

  	
   

  	
  $

  	
  5,512.73

  	
   

  	
  $

  	
  862,354.11

  	
   

  	
  107

  	
   

  
	
  14

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,749.03

  	
   

  	
  $

  	
  5,549.48

  	
   

  	
  $

  	
  856,804.63

  	
   

  	
  106

  	
   

  
	
  15

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,712.03

  	
   

  	
  $

  	
  5,586.48

  	
   

  	
  $

  	
  851,218.15

  	
   

  	
  105

  	
   

  
	
  16

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,674.79

  	
   

  	
  $

  	
  5,623.72

  	
   

  	
  $

  	
  845,594.43

  	
   

  	
  104

  	
   

  
	
  17

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,637.30

  	
   

  	
  $

  	
  5,661.21

  	
   

  	
  $

  	
  839,933.22

  	
   

  	
  103

  	
   

  
	
  18

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,599.55

  	
   

  	
  $

  	
  5,698.96

  	
   

  	
  $

  	
  834,234.26

  	
   

  	
  102

  	
   

  
	
  19

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,561.56

  	
   

  	
  $

  	
  5,736.95

  	
   

  	
  $

  	
  828,497.31

  	
   

  	
  101

  	
   

  
	
  20

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,523.32

  	
   

  	
  $

  	
  5,775.19

  	
   

  	
  $

  	
  822,722.12

  	
   

  	
  100

  	
   

  
	
  21

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,484.81

  	
   

  	
  $

  	
  5,813.70

  	
   

  	
  $

  	
  816,908.42

  	
   

  	
  99

  	
   

  
	
  22

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,446.06

  	
   

  	
  $

  	
  5,852.45

  	
   

  	
  $

  	
  811,055.97

  	
   

  	
  98

  	
   

  
	
  23

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,407.04

  	
   

  	
  $

  	
  5,891.47

  	
   

  	
  $

  	
  805,164.50

  	
   

  	
  97

  	
   

  
	
  24

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,367.76

  	
   

  	
  $

  	
  5,930.75

  	
   

  	
  $

  	
  799,233.75

  	
   

  	
  96

  	
   

  
	
  25

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,328.22

  	
   

  	
  $

  	
  5,970.29

  	
   

  	
  $

  	
  793,263.46

  	
   

  	
  95

  	
   

  
	
  26

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,288.42

  	
   

  	
  $

  	
  6,010.09

  	
   

  	
  $

  	
  787,253.37

  	
   

  	
  94

  	
   

  
	
  27

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,248.36

  	
   

  	
  $

  	
  6,050.15

  	
   

  	
  $

  	
  781,203.22

  	
   

  	
  93

  	
   

  
	
  28

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,208.02

  	
   

  	
  $

  	
  6,090.49

  	
   

  	
  $

  	
  775,112.73

  	
   

  	
  92

  	
   

  
	
  29

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,167.42

  	
   

  	
  $

  	
  6,131.09

  	
   

  	
  $

  	
  768,981.64

  	
   

  	
  91

  	
   

  
	
  30

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,126.54

  	
   

  	
  $

  	
  6,171.97

  	
   

  	
  $

  	
  762,809.67

  	
   

  	
  90

  	
   

  
	
  31

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,085.40

  	
   

  	
  $

  	
  6,213.11

  	
   

  	
  $

  	
  756,596.56

  	
   

  	
  89

  	
   

  
	
  32

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,043.98

  	
   

  	
  $

  	
  6,254.53

  	
   

  	
  $

  	
  750,342.03

  	
   

  	
  88

  	
   

  
	
  33

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  5,002.28

  	
   

  	
  $

  	
  6,296.23

  	
   

  	
  $

  	
  744,045.80

  	
   

  	
  87

  	
   

  
	
  34

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,960.31

  	
   

  	
  $

  	
  6,338.20

  	
   

  	
  $

  	
  737,707.60

  	
   

  	
  86

  	
   

  
	
  35

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,918.05

  	
   

  	
  $

  	
  6,380.46

  	
   

  	
  $

  	
  731,327.14

  	
   

  	
  85

  	
   

  
	
  36

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,875.51

  	
   

  	
  $

  	
  6,423.00

  	
   

  	
  $

  	
  724,904.14

  	
   

  	
  84

  	
   

  
	
  37

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,832.69

  	
   

  	
  $

  	
  6,465.82

  	
   

  	
  $

  	
  718,438.32

  	
   

  	
  83

  	
   

  
	
  38

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,789.59

  	
   

  	
  $

  	
  6,508.92

  	
   

  	
  $

  	
  711,929.40

  	
   

  	
  82

  	
   

  
	
  39

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,746.20

  	
   

  	
  $

  	
  6,552.31

  	
   

  	
  $

  	
  705,377.09

  	
   

  	
  81

  	
   

  
	
  40

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,702.51

  	
   

  	
  $

  	
  6,596.00

  	
   

  	
  $

  	
  698,781.09

  	
   

  	
  80

  	
   

  
	
  41

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,658.54

  	
   

  	
  $

  	
  6,639.97

  	
   

  	
  $

  	
  692,141.12

  	
   

  	
  79

  	
   

  
	
  42

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,614.27

  	
   

  	
  $

  	
  6,684.24

  	
   

  	
  $

  	
  685,456.88

  	
   

  	
  78

  	
   

  
	
  43

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,569.71

  	
   

  	
  $

  	
  6,728.80

  	
   

  	
  $

  	
  678,728.08

  	
   

  	
  77

  	
   

  
	
  44

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,524.85

  	
   

  	
  $

  	
  6,773.66

  	
   

  	
  $

  	
  671,954.42

  	
   

  	
  76

  	
   

  
	
  45

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,479.70

  	
   

  	
  $

  	
  6,818.81

  	
   

  	
  $

  	
  665,135.61

  	
   

  	
  75

  	
   

  
	
  46

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,434.24

  	
   

  	
  $

  	
  6,864.27

  	
   

  	
  $

  	
  658,271.34

  	
   

  	
  74

  	
   

  
	
  47

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,388.48

  	
   

  	
  $

  	
  6,910.03

  	
   

  	
  $

  	
  651,361.31

  	
   

  	
  73

  	
   

  
	
  48

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,342.41

  	
   

  	
  $

  	
  6,956.10

  	
   

  	
  $

  	
  644,405.21

  	
   

  	
  72

  	
   

  
	
  49

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,296.03

  	
   

  	
  $

  	
  7,002.48

  	
   

  	
  $

  	
  637,402.73

  	
   

  	
  71

  	
   

  
	
  50

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,249.35

  	
   

  	
  $

  	
  7,049.16

  	
   

  	
  $

  	
  630,353.57

  	
   

  	
  70

  	
   

  
	
  51

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,202.36

  	
   

  	
  $

  	
  7,096.15

  	
   

  	
  $

  	
  623,257.42

  	
   

  	
  69

  	
   

  
	
  52

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,155.05

  	
   

  	
  $

  	
  7,143.46

  	
   

  	
  $

  	
  616,113.96

  	
   

  	
  68

  	
   

  
	
  53

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,107.43

  	
   

  	
  $

  	
  7,191.08

  	
   

  	
  $

  	
  608,922.88

  	
   

  	
  67

  	
   

  
	
  54

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,059.49

  	
   

  	
  $

  	
  7,239.02

  	
   

  	
  $

  	
  601,683.86

  	
   

  	
  66

  	
   

  
	
  55

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  4,011.23

  	
   

  	
  $

  	
  7,287.28

  	
   

  	
  $

  	
  594,396.58

  	
   

  	
  65

  	
   

  
	
  56

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  3,962.64

  	
   

  	
  $

  	
  7,335.87

  	
   

  	
  $

  	
  587,060.71

  	
   

  	
  64

  	
   

  
	
  57

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  3,913.74

  	
   

  	
  $

  	
  7,384.77

  	
   

  	
  $

  	
  579,675.94

  	
   

  	
  63

  	
   

  
	
  58

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  3,864.51

  	
   

  	
  $

  	
  7,434.00

  	
   

  	
  $

  	
  572,241.94

  	
   

  	
  62

  	
   

  
	
  59

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  3,814.95

  	
   

  	
  $

  	
  7,483.56

  	
   

  	
  $

  	
  564,758.38

  	
   

  	
  61

  	
   

  
	
  60

  	
   

  	
  $

  	
  11,298.51

  	
   

  	
  $

  	
  3,765.06

  	
   

  	
  $

  	
  7,533.45

  	
   

  	
  $

  	
  557,224.93

  	
   

  	
  60

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TERMINATION PAYMENT AMOUNT

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  557,224.93

  	
   

  
																	



 


33

















 


EXHIBIT C


 


SCHEMATIC DESIGN PLANS


 


(Graphics Omitted)


 


34

















 


EXHIBIT C-1


 


PRELIMINARY PLAN SHOWING LOADING DOCK


 


(Graphic Omitted)


 


35

















 


EXHIBIT D


 


WORK CHANGE ORDER FORM


 


	
  Lease
  Date:

  	
  Date:

  
	
   

  	
   

  
	
  Landlord:

  	
  Work
  Change Order No.:

  
	
   

  	
   

  
	
  Tenant:

  	
  Building
  Address:

  
	
   

  	
   

  
	
  Premises:

  	
   

  



 


 


Tenant directs Landlord to make the following additions to Landlord’s
work:


 


 


Description of additional work:


 


 


Work Change Order Amount:


 


 


 


Amount of Previous Work Change Orders:


 


This Work Change Order:


 


Total Amount of Work Change Orders :


 


Landlord approves this Work Change Order and Tenant agrees to pay to
Landlord the Total Amount of Work Change Orders 
within ten days following 
Landlord’s invoice, unless this Work Change Order is for $20,000 or more
in which case Tenant will deposit the amount into the construction escrow
account under the Construction Escrow Agreement upon Tenant’s execution of this
Change Order.


 


	
  Tenant:

  	
   

  	
  Landlord:

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: 

  	
   

  



 


36
















 


EXHIBIT
E


 


RULES
AND REGULATIONS


 


1.                                      The sidewalks, entrances, passages,
corridors, vestibules, halls in Building shall not be obstructed by Tenant.


 


2.                                      Tenant shall not place objects against
glass doors or windows which would be unsightly from the exterior of the
Building.


 


3.                                      Tenant shall not waste electricity or
water in the Building premises and shall cooperate fully with Landlord to
assure the most effective operation of the Building heating and air
conditioning systems


 


4.                                      Tenant shall not use the Premises so as
to cause any increase above normal insurance premiums on the Building.


 


5.                                      No vehicles, or animals of any kind shall
be brought into or kept in or about the Premises.  No bicycles shall be brought into the
Building, except through the loading dock.  
No space in the Building shall be used 
for the sale of merchandise of any kind at auction or for storage
thereof preliminary to such sale.


 


6.                                      Tenant shall cooperate with Landlord in
minimizing loss and risk thereof from fire and associated perils.


 


7.                                      The water and wash closets and other
plumbing fixtures shall not be used for any purposes other than those for which
they were designed and constructed and no sweepings, rubbish, rags, acid or
like substance shall be deposited therein. 
All damages resulting from any misuse of the fixtures shall be borne by
the Tenant.


 


8.                                      Landlord reserves the right to establish,
modify, and enforce reasonable parking rules and regulations, provided
such rules and obligations do not diminish Tenant’s rights under the
Lease.


 


9.                                      Landlord reserves the right at any time
to rescind, alter or waive any rule or regulation at any time prescribed
for the Building and to impose additional reasonable rules and regulations
when in its judgment deems it necessary, desirable or proper for its best
interest and for the best interest of tenants of the Park and no alteration or
waiver of any rule or regulation in favor of one tenant shall operate as
an alteration or waiver in favor of any other tenant, provided such rules and
regulations do not diminish Tenant’s rights under the Lease.  Landlord shall not be responsible to any
tenant for the nonobservance or violation by any other tenant however resulting
of any rules or regulations at any time prescribed for the Park.


 


10                                   Tenant acknowledges that the Building has
been designated a non-smoking building. 
At no time shall Tenant permit its agents, employees, contractors,
guests or invitees to smoke in the Building or, except in specified locations,
directly outside the Building.


 


37

















 


EXHIBIT
F


 


TENANT
ESTOPPEL CERTIFICATE


 


The undersigned,                                                                              ,
a                                                                    (“Tenant”),
and                                            
a                          
                                      
(“Landlord”), are parties to that certain lease dated                           
(the lease as amended as set forth on Schedule A annexed hereto and made
a part hereof, the “Lease”) with respect to Tenant’s occupancy of
approximately                                
square feet of the premises (the “Leased Premises”) situated at and
known as                            ,
                       ,
                 
(the “Building”).  Landlord has
informed Tenant that WEBSTER BANK, NATIONAL ASSOCIATION, a national banking
association (“Lender”), has committed to make to Landlord a loan, which
will be secured by, among other things, a Mortgage Deed, Security Agreement,
Assignment of Rents and Leases and Fixture Filing in respect of the Building
and a collateral assignment of rents and leases (collectively, the “Mortgage”).


 


Tenant, with full knowledge that Lender, in making the
aforementioned loan, is relying upon the truth, accuracy and completeness of
the statements made by Tenant herein, hereby certifies, represents and warrants
to Lender that:


 


1.             The Lease is in full force and effect, has not been
modified, amended, added onto, extended or renewed, except as specified in Schedule
A, and is binding upon, and enforceable against, Tenant in accordance with
its terms.  Attached hereto as Schedule
B is a true, correct and complete copy of the Lease.  Tenant agrees that no future amendment of the
Lease shall be enforceable unless such amendment has been consented to by
Lender in writing.  The Lease contains
all of the understandings and agreements between Tenant and Landlord.


 


2.             The commencement and termination dates of the Lease are
set forth on Schedule A.  There
are no options to renew the Lease or to extend the term of the Lease.  Tenant has accepted and taken possession of
the Leased Premises.  All alterations,
improvements and work to be performed by Landlord, if any, have been completed
in a manner fully satisfactory to Tenant and in accordance with the terms of
the Lease.


 


3.             The base rent, additional rent and all other charges
payable to Landlord under the Lease (collectively, “Rent”) are described
on Schedule A.  Tenant’s
obligation to pay Rent has commenced, and all Rent due and payable has been
paid in full by Tenant.  No prepayment of
any Rent for more than one month has been made to date or hereafter will be
made.


 


4.             Neither Tenant nor Landlord is in breach of, or in
default under the Lease, and Tenant knows of no (a) event or condition which,
with the passage of time or the giving of notice or both, would constitute such
a breach or default by Tenant or Landlord under the Lease or (b) claims by
third parties against Landlord relating to the Leased Premises or the Building,
or their respective uses.


 


5.             Neither Tenant nor Landlord has commenced any action, or
received any notice, with respect to the termination of the Lease.


 


6.             Tenant has no existing or inchoate credit, offset or
defense against (a) the obligation to pay Rent or any other payments to be
made by Tenant to Landlord under the Lease, howsoever characterized, by reason
of prepayment or otherwise under the Lease or (b) the enforcement of any
of the other terms and conditions of the Lease. 
There is no basis for withholding of Rent nor any claims or
counterclaims against Landlord for any failure of performance under the
Lease.  There exists no present or future
free Rent or any present or future concession in or abatement of Rent except as
provided on Schedule A.  Tenant’s
interest in the Lease has not been assigned, pledged or encumbered and no part
of the Leased Premises has been sublet.


 


7.             The Lease and all of Tenant’s right, title and interest
under the Lease are, and at all times shall be, subject and subordinate in all
respects to (a) the lien of the Mortgage and all renewals, modifications,
extensions, increases, replacements and consolidations of, and substitutions
for, the Mortgage and (b) each and every advance under any of the
foregoing, all without regard to the execution and delivery or to the order or
recordation, if applicable, of the Mortgage and the Lease or any memorandum
thereof.


 


8.             All items of an executory nature have been completed
under the terms of the Lease as of the date hereof.


 


9.             The Tenant has not sublet the Leased
Premises to any sublessee and has not assigned any of its rights under the
Lease.  No one except the Tenant and its
employees occupies the Premises.


 


10.           The address for notices to be sent to
the Tenant is as set forth in the Lease.


 


11.           The amount of the security deposit
retained by Landlord under the Lease is set forth on Schedule A.  No portion of the security deposit has been
utilized or applied by Landlord.


 


38

















 


12.           There are no actions, whether
voluntary or otherwise, pending against the undersigned and/or any guarantor of
the undersigned’s obligations under the Lease pursuant to the bankruptcy or
insolvency laws of the United States or any state thereof and, to the best
knowledge of the undersigned, none have been threatened.


 


13.           No commission or other payment is due
any real estate broker by Tenant in connection with the leasing of the Leased
Premises to Tenant, and there are no agreements, oral or written, under which
any real estate broker is entitled to any future payment or commission by
Tenant in connection with the leasing of the Leased Premises to Tenant.


 


14.           Tenant does not have any purchase or
other options or right of first refusal with respect to the Leased
Premises.  Tenant does not have any right
or option for additional space in the Building, nor does Tenant have any
termination options or exclusive business rights under the Lease.  Except as provided on Schedule A, Tenant
has no renewal, extension or modification rights under the Lease.


 


15.           Upon the receipt by Tenant of any
written notice from Lender to do so, all Rent shall be paid by Tenant directly
to Lender until further notice from Lender in writing.


 


16.           To the best of Tenant’s knowledge,
the use, maintenance or operation of the Leased Premises complies with, and
will at all times comply with, all applicable federal, state, county or local
statutes, laws, rules and regulations of any governmental authorities relating
to environmental, health or safety matters (being hereinafter collectively
referred to as the “Environmental Laws”).  The Leased Premises have not been used and
the Tenant does not plan to use the Premises for any activities which, directly
or indirectly, involve the use, generation, treatment, storage, transportation
or disposal or any petroleum product or any toxic or hazardous chemical,
material, substance, pollutant or waste.


 


17.           Tenant
has not received any notices, written or oral, of violation of any
environmental law or of any allegation which, if true, would contradict
anything contained herein, and there are no writs, injunctions, decrees, orders
or judgments outstanding, no lawsuits, claims, proceedings or investigations
pending or threatened, relating to the use, maintenance or operation of the
Leased Premises, nor is Tenant aware of a basis for any such proceeding.


 


18.           This Certificate shall be binding
upon Tenant and its successors and assigns and shall inure to the benefit of
and be enforceable by Lender and its successors, assigns and designees,
including, but not limited to, any subsequent holder of the Mortgage or
obligations secured thereby, any purchaser at a foreclosure sale or person or
entity receiving a deed in lieu of foreclosure (which successors, assigns,
designees, purchaser, person or entity shall be deemed to be included within
the term “Lender” for purposes of this Certificate).


 


IN WITNESS WHEREOF, Tenant has duly executed,
acknowledged and delivered this Certificate as of                    ,
20     .


 


	
   

  	
  TENANT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


[Add Schedule A and B]


 


39

















 


EXHIBIT
G


 


FORM NOTICE
OF LEASE


 


NOTICE
OF LEASE


 


In accordance with the provisions of Massachusetts
General Laws Chapter 183, Section 4, as amended, notice is hereby given of
the following described lease:


 


Parties to Lease:


 


Lessor:                                Rodger P. Nordblom, Peter C. Nordblom,
George Macomber and John D. Macomber, as Trustees of N.W. Building 28 Trust under
Declaration of Trust dated December 11, 1967, and recorded in Middlesex
South Registry of Deeds, Book 11445, Page 169, having a mailing address of
c/o Nordblom Management Company, Inc., 15 Third Avenue, Burlington,
Massachusetts 01803.


 


Lessee:                               Avid Technology, Inc., a Delaware
corporation, having a place of business at 75 Network Drive, Burlington,
Massachusetts 01803.


 


Date of
Execution:   November    ,  2009


 


Description of
Leased Premises:


 


The entire building
located at 10 North Avenue, Burlington, Middlesex County, Massachusetts, said
building being described in Exhibit A attached hereto and made a
part hereof.


 


Terms of Lease, Rights of
Extension, and other lease matters are set forth in Exhibit B
attached hereto and made a part hereof.


 


The purpose of this Notice of Lease is solely to
provide record notice of the Lease and shall not be construed to alter, modify
or supplement the Lease.  The provisions
of the Lease itself shall be controlling with respect to all matters set forth
herein.  In the event of any discrepancy
between the provisions of the Lease and this Notice of Lease, the provisions of
the Lease shall take precedence and prevail over the provisions of this
Memorandum.


 


WITNESS the
execution hereof under seal by said parties to said Lease.


 


	
  LESSOR:

  	
   

  	
  LESSEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Avid Technology, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
  As Trustee, but not individually

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  As Trustee, but not individually

  	
   

  	
   

  



 


40
















 


COMMONWEALTH OF
MASSACHUSETTS


 


County of
Middlesex                                                                                                                              ,
2009


 


On this             
day of                 ,
2009, before me, the undersigned notary public, personally appeared                          ,
proved to me through satisfactory evidence of identification, which was                           ,
to be the person whose name is signed on the preceding or attached document,
and acknowledged to me that he/she signed it voluntarily for its stated purpose
as trustee of the N.W. Building 28 Trust.


 


 


	
   

  	
   

  
	
   

  	
  Signature and seal of notary

  
	
   

  	
  My commission expires:

  



 


COMMONWEALTH OF
MASSACHUSETTS


 


County of Middlesex                                                                                                                              ,
2009


 


On this             
day of                 ,
2009, before me, the undersigned notary public, personally appeared                          ,
proved to me through satisfactory evidence of identification, which was                           ,
to be the person whose name is signed on the preceding or attached document,
and acknowledged to me that he/she signed it voluntarily for its stated purpose
as                      
of Avid Technology, Inc., a Delaware Corporation.


 


 


	
   

  	
   

  
	
   

  	
  Signature and seal of notary

  
	
   

  	
  My commission expires:

  



 


41

















 


EXHIBIT
A


 


The single-story building in Northwest Park in
Burlington, Massachusetts on a parcel of land described in deed filed with the
Middlesex South Registry of Deeds in Book 11445, Page 176 and known as 10
North Avenue comprising approximately 30,208 rentable square feet.


 


42

















 


EXHIBIT
B


 


Terms of Lease, rights of extension and other Lease
matters:


 


1.                                      Term of Lease:


 


The term of the Lease is
for ten (10) Lease Years as defined in the Lease.


 


2.                                      Rights of Extension:


 


Two (2) Renewal
Options to extend the Lease Term for a period of five (5) years each.


 


3.                                      Other Lease Matters:


 


 


Tenant has termination option that can be exercised no
later than the end of the fourth Lease Year to be effective at the end of the
fifth Lease Year.


 


There are no options to purchase contained in the Lease.


 


43

















 


EXHIBIT
H


 


FORM LETTER
OF CREDIT


 


IRREVOCABLE STANDBY LETTER OF CREDIT NO. 


 


ISSUANCE DATE:                                     ,



 


	
  BENEFICIARY:

  	
  ISSUING BANK:

  
	
   

  	
   

  
	
   

  	
   

  
	
  APPLICANT:

  	
  MAXIMUM/AGGREGATE

  
	
   

  	
  CREDIT AMOUNT:

  
	
   

  	
  USD $

  



 


EXPIRATION:


 


LADIES AND GENTLEMEN:


 


We hereby establish our irrevocable letter of credit
in your favor for account of the Applicant up to an aggregate amount not to
exceed                               
                          
US Dollars ($                  )
available by your draft(s) drawn on ourselves at sight accompanied by:


 


The original Letter of Credit and all amendment(s), if
any.


 


Your statement, purportedly signed by an authorized
officer or signatory of the Beneficiary certifying that the Beneficiary is
entitled to draw upon this Letter of Credit (in the amount of the draft
submitted herewith) pursuant to Section 4.4 of the lease (the “Lease”)
dated                     ,
                     
by and between                                  ,
as Landlord, and                                          ,
as Tenant, relating to the premises at                                                              .


 


Draft(s) must indicate name and issuing bank and
credit number and must be presented at this office.


 


You shall have the right to make partial draws against
this Letter of Credit, from time to time.


 


This Letter of Credit is transferrable by Beneficiary
from time to time in accordance with the provisions of Section 4.4 of the Lease.


 


Except as otherwise expressly stated herein, this
Letter of Credit is subject to the 
“.International Standby Practices 1998, International Chamber of
Commerce Publication No. 590 (ISP 98).”


 


This Letter of Credit shall expire at our office on                                     ,
                
(the “Stated Expiration Date”).


 


It is a condition of this Letter of Credit that the
Stated Expiration Date shall be deemed automatically extended without amendment
for successive one (1) year periods from such Stated Expiration Date,
unless at least forty-five (45) days prior to such Stated Expiration Date) or
any anniversary thereof) we shall notify the Beneficiary and the Applicant in
writing by registered mail (return receipt) that we elect not to consider this
Letter of Credit extended for any such additional one (1) year period.


 


We engage with you that all drafts drawn under and in
compliance with the terms of this letter of credit will be duly honored on
presentation to us.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


44
















 


EXHIBIT
I


 


FORM SNDA


 


SUBORDINATION,
NONDISTURBANCE


AND
ATTORNMENT AGREEMENT


 


THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT
AGREEMENT (this “Agreement”), dated as of
                      
             ,
2009 is made among WEBSTER BANK, NATIONAL ASSOCIATION, a national banking
association having an office and place of business at CityPlace II, 185 Asylum
Street, Hartford, Connecticut 06103 (“Mortgagee”), PETER C. NORDBLOM and
JOHN D. MACOMBER, not personally, but as TRUSTEES OF NW BUILDING 28 TRUST, having
an address of 15 Third Avenue, Burlington, Massachusetts 01803 (“Landlord”
or “Borrower”), and AVID TECHNOLOGY, INC., a Delaware corporation having an
office and mailing address at One Park West, Tewksbury, Massachusetts 01876 (“Tenant”).


 


W I T N E S S E T H:


 


WHEREAS, Tenant has entered into a certain lease dated
November       , 2009  being hereinafter referred to as the “Lease”),
as more particularly described in the “Notice of Lease” dated
November       , 2009 which has been
recorded in the records of the Middlesex County Registry of Deeds at Book
                 ,
Page             ,  with Landlord, covering premises (the “Demised
Premises”) located at 10 North Avenue, Burlington, Massachusetts being the
real property described in Schedule A attached hereto and made a part
hereof (such real property, together with the improvements thereon, being
hereinafter referred to as the “Mortgaged Property”); and


 


WHEREAS, Mortgagee has made a mortgage loan (the “Loan”)
to Landlord in the amount of $2,300,000, which Loan is evidenced by a certain
promissory note to dated December 20, 2006 in the principal amount of
$2,300,000 (as presently in effect and as the same may be amended or restated
from time to time and together with any notes given in substitution or
replacement thereof, the “Note”), and secured by, among other things, a
certain mortgage deed and security agreement dated December 20, 2006, a
financing statement recorded  on
January 9, 2007, encumbering the Mortgaged Property (as amended, restated
or supplemented from time to time, the “Mortgage”), and an assignment of
leases and rents dated December 20, 2006 and recorded in the Land Records,
on the date of and prior to the recording hereof (as amended, restated or
supplemented from time to time, the “Assignment of Leases”), assigning
all of Landlord’s interest in and to the leases and rents accruing or arising
from the Mortgaged Property; and


 


WHEREAS, Mortgagee, Tenant and Landlord desire to set
forth their agreement to the matters set forth below;


 


NOW, THEREFORE, consideration of the foregoing, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed as follows:


 


1.             The
Lease is and shall be subject and subordinate to the Mortgage and to all rights
of Mortgagee thereunder, and to all renewals, modifications, consolidations,
amendments, increases, replacements and extensions thereof, all on the terms
and conditions herein provided.  Tenant
requires as a condition to the Lease being subordinate to the Mortgage that its
rights under the Lease be recognized by the Mortgagee.


 


2.             If
the interest of Landlord in and to the Demised Premises, or the interest of any
subsequent owner of the Demised Premises, shall be transferred by reason of a
foreclosure of the Mortgage, a conveyance in lieu of such foreclosure, or other
proceedings to enforce the Mortgage, Tenant shall attorn to Mortgagee and
recognize Mortgagee as its landlord for the unexpired balance (and any
extension or renewals, if exercised) of the term of the Lease.  As used herein, the term “Mortgagee”
shall include Mortgagee named above; together with any person that is a
purchaser or transferee in foreclosure or conveyance in lieu of foreclosure and
the successors, heirs, executors and assigns of any such person.  Notwithstanding the foregoing, if the Lease
shall be terminated as a matter of law as a result of any such proceedings,
Tenant shall attorn to and recognize Mortgagee as its landlord for a term equal
to the unexpired balance (and any extension or renewals, if exercised) of the
term of such terminated Lease under the terms and conditions of the Lease.


 


3.             In
the event of any foreclosure of the Mortgage, Mortgagee will not terminate the
Lease, nor join Tenant in summary or foreclosure proceedings, nor disturb the
right of possession of Tenant to the Demised Premises, so long as Tenant is not
in default under any of the terms, covenants or conditions of the Lease. Upon
succeeding to the interest of the Landlord under the Lease, Mortgagee shall
recognize all of the Tenant’s rights under the Lease including all rights of
rent offset and all rights under that certain Construction Escrow Agreement
dated as of November    , 2009 by and between Landlord,
Tenant, and Lawyers Title Insurance Corporation.


 


4.             If
Mortgagee succeeds to the interest of Landlord or any successor to Landlord,
Mortgagee shall not be:


 


(a)           liable for any act, omission,
warranty or representation of any prior landlord (including, but not limited
to, Landlord) in connection with or arising out of the Lease;


 


(b)           liable for the return of any security
deposits held pursuant to the Lease, except to the extent any such security
deposits are transferred to Mortgagee;


 


(c)           bound by any rent or additional rent
which Tenant might have paid for more than the then current month to any prior
landlord (including, but not limited to, Landlord); or


 


45

















 


(d)           bound by any amendment or
modification of the Lease made without Mortgagee’s consent.


 


In no event shall
Mortgagee have any personal liability as successor to Landlord and Tenant shall
look only to the estate and property of Mortgagee in and to the Mortgaged
Property for the satisfaction of Tenant’s remedies for the collection of a
judgment (or other judicial process) requiring the payment of money in the
event of any default by Mortgagee as landlord under the Lease, and no other
property or assets of Mortgagee shall be subject to levy, execution or other
enforcement procedure for the satisfaction of Tenant’s remedies under or with
respect to the Lease.


 


5.             Tenant acknowledges having been notified that Landlord’s
interest in and to the Lease has been assigned to Mortgagee pursuant to the
Assignment of Leases and Rents and that Landlord has been granted the license
to collect all rent and other amounts payable under the Lease (collectively, “Rent”),
provided no Event of Default exists under, and as defined in, the
Mortgage.  Tenant further acknowledges
that if an Event of Default shall exist, Mortgagee has the right, power and
authority to direct Tenant to make payment of all Rent directly to Mortgagee or
its agents and agrees that upon such direction Tenant shall make such payment
of Rent to Mortgagee or its agents in accordance with the written direction of
Mortgagee. By its signature below, Landlord unconditionally authorizes and
directs Tenant to make rental payments directly to Mortgagee following receipt
of such notice from Mortgagee and Landlord further agrees that Tenant may rely
upon such notice without any obligation to further inquire as to whether or not
any Event of Default exists under the Mortgage or the Assignment and
notwithstanding any notice from or claim of Landlord to the contrary.  Landlord shall have no right or claim against
Tenant for or by reason of any payments of rent or other charges made by Tenant
to Mortgagee following Tenant’s receipt of any such notice. Until further
notice from Mortgagee, however, Tenant will continue to make all payments under
the Lease to Landlord and otherwise look solely to Landlord for the performance
of the lessor’s obligations under the Lease.


 


6.             So
long as the Mortgage is in effect, Tenant will not, without Mortgagee’s prior
written consent, (i) agree to any adjustment, modification, supplement or
amendment to, the Lease, (ii) pay any rent under the Lease more than one
(1) month in advance, or (iii) agree to any termination, cancellation
or surrender of the Lease.  Tenant will
allow Mortgagee’s employees and representatives to inspect the Demised Premises
from time to time upon reasonable advance notice.


 


7.             Tenant
agrees to send a copy of all notices of default under the Lease to the
Mortgagee at the address provided herein.


 


8.             Any
notice or communication required or permitted hereunder shall be in writing,
and shall be given or delivered: 
(i) by United States mail, registered or certified, postage fully
prepaid, return receipt requested, or (ii) by recognized courier service or
recognized overnight delivery service; and in any event addressed to the party
for which it is intended at its address set forth below:


 


	
  To Mortgagee:

  	
  WEBSTER BANK, NATIONAL ASSOCIATION

  
	
   

  	
  CityPlace II

  
	
   

  	
  185 Asylum Street

  
	
   

  	
  Hartford, Connecticut 06103

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To Tenant:

  	
  AVID TECHNOLOGY, INC.

  
	
   

  	
  One Park West

  
	
   

  	
  Tewksbury, MA 01876

  
	
   

  	
  Attention: Director of Real Estate

  
	
   

  	
  (if prior to Commencement Date under the Lease)

  
	
   

  	
   

  
	
   

  	
  AVID TECHNOLOGY, INC.

  
	
   

  	
  75 Network Drive

  
	
   

  	
  Burlington, MA 01803

  
	
   

  	
  Attention: Director of Real Estate

  
	
   

  	
  (if on or after Commencement Date under the Lease)

  
	
   

  	
   

  
	
  With a copy to:

  	
  WilmerHale

  
	
   

  	
  60 State Street

  
	
   

  	
  Boston, MA 02109

  
	
   

  	
  Attention: Paul Jakubowski, Esq.

  



 


or such other address as
such party may have previously specified by notice given or delivered in
accordance with the foregoing.   Any such
notice shall be deemed to have been given and received on the date delivered or
tendered for delivery during normal business hours as herein provided.


 


9.             Tenant
shall afford Mortgagee a reasonable opportunity to cure any defaults of
Landlord under the Lease (not to exceed 60 days more than the cure period as
provided to Landlord under the Lease), and upon request by Mortgagee from time
to time shall provide Mortgagee with an estoppel certificate covering such
matters as Mortgagee shall reasonably request. 
Mortgagee’s cure of Landlord’s default shall not be considered an
assumption by Mortgagee of Landlord’s other obligations under the Lease.  If Mortgagee or any successor or assign
becomes obligated to perform as landlord under the Lease, Mortgagee or such
successor or assign will be released from such


 


46

















 


Lease obligations when such person or entity assigns,
sells or otherwise transfers its interest in the Premises or the Property.


 


10.           This
Agreement shall inure to the benefit of, and be binding upon, Tenant, Landlord,
Mortgagee and the successors and assigns of each.


 


11.           This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute and be construed
as one and the same instrument.


 


[Remainder of
page intentionally left blank; signature page follows.]


 


47

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement the day and year first above written.


 


	
   

  	
  MORTGAGEE:

  
	
   

  	
   

  
	
  Signed, Sealed and Delivered in the Presence of

  	
  WEBSTER BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AVID TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEES OF NW BUILDING 28 TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


[Signature
page to Subordination, Attornment and Nondisturbance Agreement.]


 


48
















 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF

  	
  )

  



 


On this       day of                                    ,
200  , before me personally appeared                                   ,
                                  
of                                     ,
a                                   ,
to me known to be the person who executed the foregoing instrument, and he
thereupon duly acknowledged to me that he executed the same to be his free act
and deed on behalf of such                                         .


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  
	
   

  	
   

  
	
   

  	
  [SEAL]

  



 


	
  STATE OF

  	
  )

  
	
   

  	
  ) ss.

  
	
  COUNTY OF

  	
  )

  



 


On this       day of                                    ,
200  , before me personally appeared                                   ,
                                  
of                                     ,
a                                   ,
to me known to be the person who executed the foregoing instrument, and he
thereupon duly acknowledged to me that he executed the same to be his free act
and deed on behalf of such                                         .


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires:

  
	
   

  	
   

  
	
   

  	
  [SEAL]

  



 


	
  STATE OF CONNECTICUT

  	
  )

  
	
   

  	
  ) ss:
  Hartford                                
         , 2009

  
	
  COUNTY OF HARTFORD

  	
  )

  



 


On this       day of                                    ,
200  , personally appeared                                           ,
Vice President of WEBSTER BANK, NATIONAL ASSOCIATION, signer of the foregoing
instrument and acknowledged the same to be his free act and deed as such
officer and the free act and deed of said bank, before me this day.


 


 


	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notary Public

  
	
   

  	
  My Commission Expires: 

  
	
   

  	
   

  
	
   

  	
  [SEAL]

  



 


[Acknowledgement
page to Subordination, Nondisturbance and Attornment Agreement]


 


49

















 


SCHEDULE
A


 


Legal
Description


 


A certain parcel of land
with the buildings thereon, situated in Burlington, Middlesex County,
Massachusetts, shown as Lot “M” on a plan entitled “Land in Burlington, Mass.
Surveyed for Middlesex Turnpike Industrial Trust,” prepared by Charles A.
Perkins Co., Inc., dated September, 1967 recorded with said Deeds in Book
11445, Page 176, bounded and described according to said plan as follows:


 


	
  SOUTHEASTERLY

  	
  by Fourth Avenue, forty-one and 90/100 (41.90) feet;

  
	
   

  	
   

  
	
  SOUTHERLY

  	
  by a curved line forming the intersection of said
  Fourth Avenue and a Proposed Way, one hundred and 14/100 (100.14) feet;

  
	
   

  	
   

  
	
  SOUTHWESTERLY

  	
  by said Proposed Way, three hundred eighty-two and
  85/100 (382.85) feet;

  
	
   

  	
   

  
	
  NORTHWESTERLY

  	
  by land now and formerly of Middlesex Turnpike
  Industrial Trust by two lines, measuring respectively, two hundred
  eighty-four and 79/100 (284.79) feet and one hundred eighteen and 49/100
  (118.49) feet; and

  
	
   

  	
   

  
	
  NORTHEASTERLY

  	
  by said land now or formerly of Middlesex Turnpike
  Industrial Trust and by Lot J, four hundred eighty-seven and 36/100 (487.36)
  feet.

  



 


Containing 2 acres and 29,079 square feet according to
said plan.  Said Proposed Way referred to
above is known as North Avenue.


 


Said premises have the benefit of and are subject to
the following appurtenant rights and easements:


 


1.                     Easement to park not more than twenty (20)
automobiles on Lot “O” shown on plan entitled “Land in Burlington, Mass.,
surveyed for Middlesex Turnpike Industrial Trust”, prepared by Charles A. Perkins
Co., Inc., dated March, 1968, recorded with said Deeds in Book 11513,
Page 608 created by deed of easement from the Trustees of Middlesex
Turnpike Industrial Trust to the Trustees of N.W. Building 28 Trust dated
May 21, 1968, recorded with said Deeds in Book 11513, Page 612, as
affected by an Agreement dated October 17, 1968 recorded with said Deeds
in Book 11591, Page 227 and by an Amendment to Easement dated
April 3, 1973 recorded with said Deeds in Book 12446, Page 496.


 


2.                     Easement establishing common passageway rights
in the “25’ wide right of way” and the “20’ wide right of way” shown on said
March, 1968 plan created by the owners of Lots “J”, “M”, “N”, “O”, “R”, and “Q”
shown on said March, 1968 plan by deed of easement dated May 21, 1968, recorded
with said Deeds in Book 11513, Page 614, as affected by First Amendment to
Easement dated May 1, 1969 recorded with said Deeds in Book 11681,
Page 375 and by Second Amendment to easement dated April 30, 1973
recorded with said Deeds in Book 12446, Page 499.


 


50