**Exhibit 10.12**Leaseby and betweenNE WILLIAMS II, LLC, Landlord, andNetezza Corp,TenantDated: January 2, 2008Property: 26 Forest Street, Marlborough, MA
 

 
TABLE OF CONTENTS     **ARTICLE I FUNDAMENTAL LEASE PROVISIONS**  **1**      1.1 Reference Subjects   1      **ARTICLE II PREMISES AND TERM**  **3**      2.1 Premises   3 2.2 Acceptance of Premises   3 2.3 Term   3      **ARTICLE III CONDITION OF PREMISES AND TENANT WORK**  **3**      3.1 Initial Construction   3 3.2 Delivery of Possession and Commencement Date   3 3.3 Early Access   4 3.4 General Provisions Applicable to Construction   4      **ARTICLE IV RENT**  **5**      4.1 Annual Fixed Rent   5 4.2 Method of Payment   5 4.3 Net Return to Landlord   5 4.4 Additional Rent   6 *4.4.1 Additional Rent - Landlord’s Taxes*  *6* *4.4.2 Landlord’s Taxes - Definition*  *6* *4.4.3 Additional Rent - Operating Expenses*  *6* *4.4.4 Landlord’s Operating Expenses – Definition*  *7* 4.5Allocation of Certain Operating Expenses   9 4.6 Electricity   9 4.7 Audit   9      **ARTICLE V ADDITIONAL COVENANTS**  **10**      5.1Tenant’s Covenants  10 *5.1.1 Utilities and Services*  *10* *5.1.2 Maintenance*  *10* *5.1.3 Use and Compliance with Law*  *10* *5.1.4 Liens and Encumbrances*  *11* *5.1.5 Waiver and Indemnity*  *11* 5.1.5.1 Waiver  11 5.1.5.2 Indemnity  11 *5.1.6 Landlord’s Right to Enter*  *12* *5.1.7 Personal Property at Tenant’s Risk*  *12* *5.1.8Overloading, Nuisance, Etc.*  *12* *5.1.9 Yield Up*  *13* *5.1.10 Holding Over*  *13* *5.1.11 Assignment, Subletting*  *13* 5.2 Landlord’s Covenants  15 *5.2.1 Building Services*  *15* 5.2.1.1 Landlord’s Maintenance  15 5.2.1.2 Office Identification  15 5.2.1.3 Grounds Maintenance  15 
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     5.2.1.4 Cleaning  16 *5.2.2 Interruptions*  *16*      **ARTICLE VI INSURANCE; CASUALTY; TAKING**  **16**      6.1 Insurance  16 *6.1.1 Coverage*  *16* (a) Commercial General Liability Insurance  16 (b) Property Insurance  16 (c) Workers’ Compensation Insurance  17 (d) Landlord’s Coverage  17 *6.1.2 Avoid Action Increasing Rates*  *17* *6.1.3 Waiver of Subrogation*  *17* 6.2Fire or Casualty  18 6.3 Waiver of Claim  18 6.4 Nonwaiver  19 6.5 Condemnation  19      **ARTICLE VII DEFAULT**  **19**      7.1 Events of Default  19 7.2 Remedies for Default  20 *7.2.1 Reletting Expenses Damages*  *20* *7.2.2 Termination Damages*  *20* *7.2.3 Lump Sum Liquidated Damages*  *21* 7.3Remedies Cumulative  21 7.4 Effect of Waivers of Default  21 7.5 No Accord and Satisfaction; No Surrender  21 7.6 Waiver of Jury  21 7.7 Landlord’s Curing and Enforcement  22 7.8 Landlord’s Default  22 7.9 Prevailing Parties  22 7.10 Security Deposit  22      **ARTICLE VIII MISCELLANEOUS PROVISIONS**  **23**      8.1 Notice from One Party to the Other  23 8.2 Quiet Enjoyment  23 8.3 Limitation of Landlord’s Liability  23 8.4 Applicable Law and Construction  24 8.5 Successors and Assigns  24 8.6 Relationship of the Parties  24 8.7 Estoppel Certificate  24 8.8 Notice of Lease  25 8.9 Construction on Adjacent Premises  25 8.10 Tenant As Business Entity  25 8.11 Parking  25 8.12 Renewal Option  26 8.13 Expansion Option  27 8.14 Exterior Signage  28      **ARTICLE IX BROKERS**  **28**      9.1 Brokers  28      
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     **ARTICLE X LANDLORD’S FINANCING**  **28**      10.1Subordination and Superiority of Lease  28 10.2 Rent Assignment  29 10.3 Other Instruments  29      **APPENDIX A PREMISES PLAN**  **A-1**      **APPENDIX B WORK LETTER**  **B-1**      **APPENDIX C RULES AND REGULATIONS**  **C-1**      **APPENDIX D FORM OF LETTER OF CREDIT**  **D-1** 
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LEASEARTICLE IFUNDAMENTAL LEASE PROVISIONS     1.1 Reference Subjects. Each reference in this Lease to any of the following subjectsshall be construed to incorporate the information stated for that subject in this Section.     EFFECTIVE DATE: January 2, 2008     PREMISES: The entire third (3rd) floor of the Building and a portion of the first(1st) floor of the Building consisting of approximately 58,863 rentable squarefeet, as depicted on Appendix A attached hereto.     BUILDING: The building located at 26 Forest Street, Marlborough, MA     PROPERTY: The Building and the land upon which it is located     LANDLORD: NE Williams II, LLC     NOTICE ADDRESS c/o Great Point Investors LLC     OF LANDLORD: Two Center Plaza, Suite 410    Boston, MA  02108    Attn:  Randolph L. Kazazian III     LANDLORD’S MANAGING National Development     AGENT: 175 Crossing Blvd., Suite 110    Framingham, MA  01702    Attn: David Yancey     TENANT: Netezza Corp., a Delaware corporation     NOTICE ADDRESSOF TENANT:                                                                  INITIAL TERM: Seven (7) years and three (3) months     LEASE YEAR:   The first Lease Year of the Term shall commence on the LeaseCommencement Date and end on the last day of the month in which the first (1st) anniversary of theLease Commencement Date shall occur (unless the Commencement Date shall occur on the first day ofa month, in which case the first Lease Year shall end on the day before the first (1st)anniversary of the Commencement Date).  Subsequent Lease Years shall commence on the day afterthe last day of the first Lease Year or an anniversary thereof, and shall end on an anniversaryof the last day of the first Lease Year.
 

 
      LEASE COMMENCEMENT DATE: Ten (10) days after Substantial Completion of Landlord’s Work as provided for in Section3.2     LEASE EXPIRATION DATE: The last day of the eighty-seventh (87th) full month after the LeaseCommencement Date     ANNUAL FIXED RENT: Months 1-3$0.00    Months 4-39$1,309,701.75 ($22.25/RSF)    Months 40-51$1,368,564.75 ($23.25/RSF)    Months 52-87$1,427,427.75 ($24.25/RSF)     BASE OPERATING EXPENSE YEAR: Calendar year 2008 (i.e., January 1, 2008 through December 31, 2008)     BASE TAX YEAR: Calendar year 2008 (i.e., January 1, 2008 through December 31, 2008)     PARKING SPACES: 235 unreserved spaces, which shall be increased by 4 spaces for each 1,000 square feet ofrentable space leased as provided in Section 8.13 (Expansion Option)     PREMISES RENTABLE AREA: Approximately 58,863 rentable square feet     TENANT’S PERCENTAGE SHARE: 49.5%     PERMITTED USES: General office use     PUBLIC LIABILITY INSURANCE: $1,000,000 combinedsingle limit per occurrence, with $5,000,000 umbrella coverage per occurrence     BROKERS: Richard Barry Joyce & Partners LLC and Cushman & Wakefield     SECURITY DEPOSIT: $500,000 letter of credit in the form attached hereto as Appendix D     APPENDICES: Appendix A - Premises Plan  Appendix B - Work Letter  Appendix C - Rules and Regulations  Appendix D - Form of Letter of Credit
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ARTICLE IIPREMISES AND TERM     2.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord,the Premises, subject to and with the benefit of the terms, covenants and conditions of this Lease,and rights, agreements, easements and restrictions of record applicable to the property of whichthe Premises are a part, all of which Tenant shall perform and observe insofar as the same areapplicable to the Premises. Subject to the rules and regulations established by Landlord, attachedhereto as Appendix C, as they may be amended from time to time (the “Rules andRegulations”), Tenant shall have the appurtenant rights in common with others to use (a) the commonlobbies, hallways, stairways and elevators of the Building serving the Premises in common withothers, (b) the exterior walkways, sidewalks and driveways necessary for access to the Premises,(c) the parking areas serving the Premises and (d) any public cafeteria in the Building or theproject of which the Building is a part. Except as specifically provided herein to the contrary,all the perimeter walls of the Premises except the interior surfaces thereof, any space in oradjacent to the Premises used for shafts, stacks, pipes, conduits, wires and appurtenant fixtures,fan rooms, ducts, electric or other utilities, sinks or other Building facilities, and the usethereof, are expressly excluded from the Premises and reserved to Landlord. Landlord excepts andreserves the right from time to time (a) to install, use, maintain, repair, replace and relocatewithin the Premises and other parts of the Building, or either, pipes, meters and other equipment,machinery, apparatus and appurtenant fixtures; and (b) to make additions to the Building and alteror relocate any entranceways, common areas or other facilities (including without limitation allaccess driveways, walkways and parking areas) serving the Premises, which rights shall be subjectto the proviso that there be neither unreasonable obstruction of access to, nor unreasonableinterference with, the use and enjoyment by Tenant of the Premises.     2.2 Acceptance of Premises. Subject to the completion of Landlord’s Work (as definedin Appendix B attached hereto), Tenant acknowledges that it has inspected the Premises andaccepts the same in the condition they are in on the Lease Commencement Date, it being expresslyagreed that Landlord shall have no obligation, liability or risk whatsoever with respect to thePremises or their condition, except as expressly set forth herein; provided, however, the Premisesshall be delivered with the existing supplemental air conditioning units in good working order andrepair. Tenant further acknowledges that neither Landlord nor any agent or employee of Landlordhas made any representations or warranties of any kind, express or implied, concerning thePremises, their condition or this Lease (including, without limitation, any express or impliedwarranties of merchantability, fitness, habitability or suitability for Tenant’s particularpurposes).     2.3 Term. This Lease is for a Term beginning on the Lease Commencement Date and ending onthe Expiration Date.ARTICLE IIICONDITION OF PREMISES AND TENANT WORK     3.1 Initial Construction. As indicated in the Work Letter attached hereto as AppendixB (the “Work Letter”), Landlord shall complete Landlord’s Work. Except for Landlord’s Work,Landlord is leasing the Premises to Tenant “as is”, without any representations or warranties ofany kind (including, without limitation, any express or implied warranties of merchantability,fitness or habitability), subject to all recorded matters, laws, ordinances and governmentalregulations and orders.     3.2 Delivery of Possession and Commencement Date. For purposes of determining theCommencement Date only, the Premises shall be considered as delivered upon the first to occur of:
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     (a) the date on which (i) Landlord or Landlord’s architect gives notice of SubstantialCompletion (as hereinafter defined) of Landlord’s Work; provided that Substantial Completion hasoccurred on said date, and (ii) Landlord has delivered actual possession of the Premises to Tenantfree of all tenants and occupants; or     (b) if the date of Substantial Completion of Landlord’s Work is delayed by reason of TenantDelays (as defined in the Work Letter), the date on which, in Landlord’s reasonable judgment,Landlord’s Work would have been Substantially Completed but for such Tenant Delays.     “Substantial Completion” of Landlord’s Work shall mean completion of Landlord’s Workexcept for items which can be completed after Tenant’s occupancy without undue interference withTenant’s use of the Premises (“Punchlist Items”), as evidenced by (i) a certificate of Landlord’sarchitect stating that Landlord’s Work has been substantially completed in accordance with theplans and specifications therefor, and (ii) a permanent certificate of occupancy (or itsequivalent) for the Premises. Landlord shall use reasonable efforts to complete all PunchlistItems within thirty days or, if such completion is not feasible for any reason not within thereasonable control of Landlord, as soon as conditions permit, and Tenant shall afford Landlordaccess to the Premises for such purpose pursuant to the terms of this Lease, provided that Landlorddoes not unreasonably interfere with Tenant’s use or occupancy of the Premises.     Notwithstanding the foregoing, if Landlord’s Work is not completed by the date which is 240days after approval of the Final Plans (as defined in the Work Letter), which date shall beextended day for day for each day of Tenant Delay or Force Majeure Delay (as defined in the WorkLetter), Tenant, upon thirty (30) days’ written notice to Landlord, may terminate this Lease,provided, however, that if Landlord’s Work is nonetheless completed within such thirty (30) dayperiod, Tenant’s notice to terminate shall be deemed null and void.     Except for latent defects, and except to the extent Tenant shall have given Landlord noticenot later than 60 days after the Commencement Date of defects in Landlord’s Work, Tenant shall haveno claim that Landlord has failed to perform any of Landlord’s Work.     3.3 Early Access. Landlord shall permit Tenant access (at Tenant’s sole risk) for purposesof making measurements and installing equipment and furnishings in the Premises prior to Tenant’staking possession of the Premises if such can be done without interference with Landlord’s Work inthe Premises and in harmony with Landlord’s contractors and subcontractors. Any interference withLandlord’s Work shall be deemed a Tenant Delay.     3.4 General Provisions Applicable to Construction. Tenant shall not make anyinstallations, alterations, additions, or improvements in or to the Premises, including, withoutlimitation, any apertures in the walls, partitions, ceilings or floors, without on each occasionobtaining the prior written consent of Landlord, which shall not be unreasonably withheld. Tenantshall reimburse Landlord for all reasonable costs incurred by Landlord or any Superior Mortgagee(as defined below) in reviewing Tenant’s proposed installation, alterations, additions orimprovements. Any such work so approved by Landlord shall be performed only in accordance withplans and specifications therefor approved by Landlord. Tenant shall procure at Tenant’s soleexpense all necessary permits and licenses before undertaking any work on the Premises and shallperform all such work in a good and workmanlike manner employing materials of good quality and soas to conform with all applicable insurance requirements, laws, ordinances, regulations and ordersof governmental authorities. Tenant shall employ forsuch work only contractors approved by Landlord and shall require all contractors employed byTenant to carry worker’s compensation insurance in accordance with statutory requirements andcommercial general liability insurance covering such contractors on or about the Premises with acombined single limit not less than $3,000,000 and shall submit certificates evidencing suchcoverage to Landlord prior to the commencement of such work. Tenant shall indemnify
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and holdharmless Landlord from all injury, loss, claims or damage to any person or property occasioned byor growing out of such work. Landlord may inspect the work of Tenant at reasonable times and givenotice of observed defects. Upon completion of any such work, Tenant shall provide Landlord with“as built” plans, if applicable, copies of all construction contracts and proof of payment for alllabor and materials.Tenant covenants and agrees that with respect to the carpentry work on any and all alterations,improvements and/or additions that are made to the Premises, Tenant’s construction managers,general contractors and subcontractors shall be signatory to and in good standing under theCarpenters Union collective bargaining agreement covering the geographical area where the work isperformed, and with respect to non-carpentry work, wherever possible, such work shall be performedby contractors signatory to and in good standing under the collective bargaining agreement of thelocal building trades union affiliated with the AFL-CIO which covers that work. If theconstruction manager, general contractor and/or subcontractor with responsibility for the carpentrywork is not signatory to and in good standing under the Carpenters Union’s collective bargainingagreement, then the Landlord shall have the right, upon 24 hours’ written notice to Tenant, toorder Tenant to cease all work on the Premises, in which event all work then in progress shall behalted and shall not be recommenced until and unless Tenant’s construction manager, generalcontractor and/or subcontractor becomes subject to or covered by and in good standing under theCarpenters Union’s collective bargaining agreement.ARTICLE IVRENT     4.1 Annual Fixed Rent. Annual Fixed Rent during the Term of this Lease shall be the amountper annum set forth in Section 1.1.     4.2 Method of Payment. Tenant covenants and agrees to pay the Annual Fixed Rent toLandlord in advance in equal monthly installments (or in the appropriate monthly installments formonthly periods during any Lease Year) on the first day of each calendar month during the Termbeginning on the Lease Commencement Date. Tenant shall make ratable payment of Annual Fixed Rentfor any portion of a Lease Year (or month) in which the same accrues, all payments of Annual FixedRent and additional rent and other sums due hereunder to be paid in current U.S. exchange at theOriginal Address of Landlord or such other place as Landlord may by notice in writing to Tenantfrom time to time, without demand and without set-off or deduction.     Without limiting the generality of the foregoing, except as expressly provided otherwiseherein, Tenant’s obligation so to pay shall not be discharged or otherwise affected by reason ofthe application of any law or regulation now or hereafter applicable to the Premises, or any otherrestriction of or interference with the use thereof by Tenant, or any damage to or destruction ofthe Premises by casualty or taking, or on account of any failure by Landlord to perform hereunderor otherwise, or due to any other occurrence; nor shall Tenant ever be entitled and Tenant herebywaives all rights now or hereafter conferred by statute or otherwise to quit, terminate orsurrender this Lease or the Premises or any part thereof, or to assert any defense in the nature ofconstructive eviction to any action seeking to recover rent. Tenant shall, however, have andmaintain, subject to the provisions hereof, the right to seek and obtain from time to timejudgments for actual damages occasioned by Landlord’s breach of the covenants of this Lease.     4.3 Net Return to Landlord. It is intended that Annual Fixed Rent payable hereunder shallbe a net return to Landlord throughout the Term, free of expense, charge, offset, diminution orother deduction whatsoever on account of the Premises (excepting financing expenses, federal andstate income taxes of general application and those expenses which this Lease expressly makes theresponsibility of Landlord), and all provisions hereof shall be construed in terms of such intent.
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     4.4 Additional Rent.          4.4.1Additional Rent - Landlord’s Taxes. Tenant covenants and agrees to pay to Landlord,as additional rent, an escalation charge calculated as Tenant’s Percentage Share of the increase inLandlord’s Taxes (hereafter defined) for each fiscal tax period, or ratable portion thereof,included in the Lease Term over the Base Taxes (hereinafter defined). Tenant shall make estimatedpayments on account of increases in Landlord’s Taxes above the Base Taxes in monthly installmentson the first day of each month, in amounts reasonably estimated from time to time by Landlord toprovide for the full payment of Tenant’s obligation with respect to Landlord’s Taxes on the datesuch Taxes are due, and with a final payment adjustment between the parties within fourteen (14)days after Landlord provides Tenant a statement of Landlord’s Taxes and Tenant’s Share of theincrease of such Taxes above Base Taxes for Landlord’s most recent tax year. “Base Taxes” as usedherein means the amount of Landlord’s Taxes for the Base Tax Year. This section shall survive theexpiration or earlier termination of this Lease.          4.4.2Landlord’s Taxes - Definition. As used in this Lease, the term “Landlord’s Taxes”shall mean all taxes, assessments, betterments, excises, user fees and all other governmentalcharges and fees of any kind or nature, or impositions or agreed payments in lieu thereof orvoluntary payments made in connection with the provision of governmental services or improvementsof benefit to the Building (including any so-called linkage, impact or voluntary bettermentpayments), and all penalties and interest thereon (if due to Tenant’s failure to make timelypayments on account of Landlord’s taxes), assessed or imposed against the Premises or the propertyof which the Premises are a part (including without limitation any personal property taxes leviedon such property or on fixtures or equipment used in connection therewith). Notwithstanding theforegoing, “Landlord’s Taxes” shall not include any income, capital, stock, succession, transfer,franchise, gift, estate or inheritance taxes except to the extent that such taxes shall be imposedin lieu of any ad valorem taxes on the Premises or the property of which it is a part, nor shall“Landlord’s Taxes” include any assessments, charges, taxes, rents, fees, rates, levies, excises,license fees, permit fees, inspection fees, or other authorization fees or charges to the extentallocable to or caused by the development or installation of on- or off-site improvements orutilities necessary for the initial development or construction of the Building. If during the Termthe present system of ad valorem taxation of property shall be changed so that, in lieu of or inaddition to the whole or any part of such ad valorem tax, there shall be assessed, levied orimposed on such property or Premises or on Landlord any kind or nature of federal, state, county,municipal or other governmental capital levy, income, sales, franchise, excise or similar tax,assessment, levy, charge or fee (as distinct from the federal and state income tax in effect on theLease Commencement Date) measured by or based in whole or in part upon Building valuation, mortgagevaluation, rents or any other incidents, benefits or measures of real property or real propertyoperations, then any and all of such taxes, assessments, levies, charges and fees shall be includedwithin the term Landlord’s Taxes. Landlord’s Taxes include reasonable expenses, including fees ofattorneys, appraisers and other consultants, incurred in connection with any efforts to obtainabatements or reductions or to assure maintenance of Landlord’s Taxes for any tax fiscal yearwholly or partially included in the Term, whether or not successful and whether or not such effortsinvolve filing of actual abatement applications or initiation of formal proceedings. If Landlordobtains any refunds of Landlord’s Taxes regarding periods for which Tenant has paid any portionthereof, Tenant shall be credited or shall receive its allocable portion of such refund.          4.4.3Additional Rent - Operating Expenses. Tenant covenants and agrees to pay toLandlord, as additional rent, an escalation charge calculated as Tenant’s Percentage Share of theincrease in Landlord’s Operating Expenses (hereafter defined) for each of Landlord’s calendaryears, or ratable portion thereof, included in the Lease Term above Base Operating Expenses(hereinafter defined). Tenant shall make estimated payments on account of increases in OperatingExpenses in monthly installments on the first day of each month in advance, based on amountsreasonably estimated from time to time by Landlord, and 
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with a final payment adjustment between theparties within fourteen (14) days after Landlord provides Tenant a statement of Landlord’sOperating Expenses and Tenant’s Share of the increase of such Operating Expenses over BaseOperating Expenses for Landlord’s most recent calendar year.“Base Operating Expenses” as usedherein means the amount of Operating Expenses for the Base Operating Expense Year. This sectionshall survive the expiration or earlier termination of this Lease.          4.4.4Landlord’s Operating Expenses – Definition. “Landlord’s Operating Expenses” meansall costs paid or incurred in servicing, operating, managing, maintaining, and repairing theProperty and the facilities and appurtenances thereto, including, without limitation, the costs ofthe following: (i) supplies, materials and total wage and labor costs and all costs and expensesof independent contractors paid or incurred on account of all persons engaged in the operation,maintenance, security, cleaning and repair of the Building and the land, facilities andappurtenances thereto, including social security, unemployment compensation, pension, vacation,sick pay and other so-called “fringe benefits”; (ii) services furnished generally to tenants of theBuilding by Landlord; (iii) utilities consumed and expenses incurred in the operation of theProperty and the land, facilities and appurtenances thereto; (iv) casualty, liability, workmen’scompensation and all other insurance expenses (and the amount of any deductible in the event of aninsured loss), all insurance to be in such amounts and insuring against such risks as Landlord may,in its sole discretion from time to time decide; (v) snow removal, planting, landscaping, groundsand parking operation, maintenance and repair expenses and any charges payable pursuant to anydeclarations or recorded covenants; (vi) management fees which do not exceed three percent (3%) ofthe Property’s gross receipts (or 4% of such amount in the event Landlord’s affiliate sells eitherthe building located at 62 Forest Street, Marlborough, Massachusetts or the Property to anunaffiliated purchaser but does not sell the other property to such purchaser or its affiliates)and which does not exceed those fees customarily paid with respect to buildings in the area whichare similar to the Building, and fees for required licenses or permits; (vii) rental or reasonabledepreciation of equipment used in the operation of the Building and the land, facilities andappurtenances thereto, and personal property taxes assessed upon such equipment; and (viii) costsof operating any Building amenities including, without limitation, cafeterias and shower and lockerfacilities, provided, however, that Tenant’s contribution with respect to the cafeteria shall notexceed $1,150 per month ($13,800 per annum). In addition, if Landlord from time to time repairs orreplaces any Building components, improvements or equipment or installs any new components,improvements or equipment to the Building (including without limitation energy conservationimprovements or other improvements), then the cost of such items amortized over their reasonablelife, together with an actual or imputed interest rate (at the level then being charged byinstitutional first mortgagees for new permanent first mortgage loans on buildings in the areawhich are similar to the Building) shall be included in Landlord’s Operating Expenses. Landlord’sOperating Expenses shall not include payments of principal, interest or other charges on mortgagesor payments of any rent by Landlord on account of any ground lease of the land on which theBuilding is situated or any lease of the Building; costs of work or services for particular tenantsseparately reimbursable to Landlord by such tenants; advertising, marketing costs and leasingcommissions; and costs of so-called leasehold improvements to rentable areas in the Building.Notwithstanding anything to the contrary set forth in this Lease, Landlord’s Operating Expensesshall not include the following:     (i) Bad debt expenses and interest, principal, points and fees on debts or amortization on anymortgage or other debt instrument encumbering the Property;     (ii) Costs incurred by Landlord to the extent Landlord is reimbursed by insurance proceeds oris otherwise reimbursed;     (iii) Depreciation, amortization and interest payments, except on equipment, materials, tools,supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply servicesLandlord 
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might otherwise contract for with a third party, all as determined in accordance withgenerally accepted accounting principles, consistently applied, amortized over such item’sreasonably anticipated useful life;     (iv) Advertising and promotional expenditures;     (v) Marketing costs, including leasing commissions, attorneys’ fees (in connection with thenegotiation and preparation of letters, deal memos, letters of intent, leases, subleases and/orassignments), space planning costs, and other costs and expenses incurred in connection with lease,sublease and/or assignment negotiations and transactions with present or prospective tenants of theBuilding;     (vi) Costs, including permit, license and inspection costs, incurred with respect to theinstallation of tenants’ or other occupants’ improvements or incurred in renovating or otherwiseimproving, decorating, painting or redecorating vacant space for tenants and other occupants of theBuilding;     (vii) Expenses in connection with services or other benefits which are not offered to Tenantor for which Tenant is charged directly;     (viii) Costs incurred by Landlord due to the violation by Landlord or any tenant of the termsand conditions of any lease of space in the Building;     (ix) Management fees paid or charged by Landlord in connection with the management of theBuilding to the extent such management fee is in excess of the management fee customarily paid orcharged by landlords of comparable buildings in the vicinity of the Building;     (x) Salaries and other benefits paid to the employees of Landlord to the extent customarilyincluded in or covered by a management fee, provided that in no event shall Landlord’s OperatingExpenses include salaries and/or benefits attributable to personnel above the level of Buildingmanager;     (xi) Rent for any office space occupied by Building management personnel to the extent thesize or rental rate of such office space exceeds the size or fair market rental value of officespace occupied by management personnel of comparable buildings in the vicinity of the Building;     (xii) Amounts paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/orservices in the Building to the extent the same exceeds the costs of such goods and/or servicesrendered by unaffiliated third parties on a competitive basis;     (xiii) Landlord’s general corporate overhead and general administrative expenses;     (xiv) Any compensation paid to clerks, attendants or other persons in commercial concessionsoperated by Landlord;     (xv) Services provided, taxes attributable to and costs incurred in connection with theoperation of any retail, restaurant (other than the cafeteria) and garage operations for theBuilding, and any replacement garages or parking facilities and any shuttle services;     (xvi) Costs incurred in connection with upgrading the Building to comply with laws, rules,regulations and codes in effect prior to the Lease Commencement Date;     (xvii) All assessments and premiums which are not specifically charged to Tenant because ofwhat Tenant has done, which can be paid by Landlord in installments, shall be paid by Landlord inthe maximum 
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number of installments permitted by law and not included as Landlord’s OperatingExpenses except in the year in which the assessment or premium installment is actually paid;     (xviii) Costs arising from the negligence or willful misconduct of Landlord or other tenantsor occupants of the Building or their respective agents, employees, licensees, vendors, contractorsor providers of materials or services;     (xix) Costs arising from Landlord’s charitable or political contributions;     (xx) Costs arising from latent defects or repair thereof;     (xxi) Costs associated with the operation of the business of the entity which constitutesLandlord as the same are distinguished from the costs of operation of the Building, includingaccounting and legal matters, costs of defending any lawsuits with any mortgagee (except as theactions of Tenant may be in issue), costs of selling, syndicating, financing, mortgaging orhypothecating any of Landlord’s interest in the Building, costs incurred in connection with anydisputes between Landlord and its employees, between Landlord and Building management, or betweenLandlord and other tenants or occupants; and     (xxii) Costs for capital improvements, capital repairs and any other capital costs asdetermined under generally accepted accounting principles except for capital improvements andcapital repairs required by any laws not in existence and not in effect as of the LeaseCommencement Date and capital repairs to the roof, in either of which case such costs shall becapitalized and amortized over their useful life determined in accordance with generally acceptedaccounting principles.     4.5 Allocation of Certain Operating Expenses. If at any time during the Term, Landlordprovides services only with respect to portions of the Building which include the Premises orincurs other Operating Expenses allocable to portions of the Building which include the Premisesalone, then such Operating Expenses shall be charged entirely to those tenants, including Tenant,of such portions, notwithstanding the provisions hereof referring to Tenant’s Percentage Share.If, during any period for which Landlord’s Operating Expenses are being computed (including theBase Operating Expense Year), less than all of the Building is occupied by tenants, or if Landlordis not supplying all tenants with the services being supplied hereunder, Operating Expenses shallbe reasonably estimated and extrapolated by Landlord to determine the Operating Expenses that wouldhave been incurred if the Building were fully occupied for such year and such services were beingsupplied to all tenants, and such estimated and extrapolated amount shall be deemed to beLandlord’s Operating Expenses for such period. In the event Landlord incurs costs or expensesassociated with or relating to separate items or categories of Landlord’s Operating Expenses whichwere not part of Landlord’s Operating Expenses during the entire calendar year 2008, and such itemis a standard or recurring expense, Landlord’s Operating Expenses for calendar year 2008 shall bedeemed increased by the amount Landlord would have incurred during the calendar year 2008 withrespect to such costs and expenses had such separate items or categories of Landlord’s OperatingExpenses been included in Landlord’s Operating Expenses during the entire calendar year 2008. Asan illustration of the foregoing, any additional annual premiums resulting from newforms of insurance, any increase in insurance limits or coverage in any year after calendar year2008 shall be deemed to be included in Landlord’s Operating Expenses for calendar year 2008.     4.6 Electricity. The Premises shall be separately metered, and Tenant shall pay, asAdditional Rent, all costs of its electricity usage directly to the appropriate utility company,and shall provide to Landlord, at Landlord’s request, proof of such payments.     4.7 Audit. At the request of Tenant at any time within sixty (60) days after Landlorddelivers Landlord’s statement of Operating Expenses to Tenant, Tenant (at Tenant’s expense) shallhave the right to 
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examine Landlord’s books and records applicable to Landlord’s Operating Expenses.Such right to examine the records shall be exercisable: (i) upon reasonable advance notice toLandlord and at reasonable times during Landlord’s business hours; (ii) only during the 120-dayperiod following Tenant’s receipt of Landlord’s statement of the actual amount of Landlord’sOperating Expenses for the applicable calendar year; and (iii) not more than once each calendaryear. In the event (a) an audit of Landlord’s Operating Expenses for such year, conducted by anindependent certified public accountant retained by Tenant or an auditing firm approved by Landlordfor such purpose, indicates that certain items were improperly included in Landlord’s OperatingExpenses and resulted in an overcharge of 5% or more to Tenant and (b) an independent certifiedpublic accountant retained by Landlord at Landlord’s expense agrees with the results of said audit,then Landlord shall refund the overage to Tenant and pay the reasonable cost of the audit.ARTICLE VADDITIONAL COVENANTS     5.1 Tenant’s Covenants. Tenant covenants that at all times during the Term and suchfurther time as Tenant (or persons claiming by, through or under it) occupies the Premises or anypart thereof, it shall perform and observe the following conditions, all at its sole cost andexpense:          5.1.1 Utilities and Services. Tenant shall provide and pay all charges and deposits forgas, water, sewer, electricity, and other energy, utilities and services if and to the extent usedor consumed on the Premises and not included in the Operating Expenses of the Building during theTerm which now or hereafter separately serve the Premises, or are not expressly to be provided byLandlord elsewhere hereunder. It is understood and agreed that except as may be expressly providedhereunder, Landlord shall be under no obligation whatsoever to furnish any such services to thePremises, and shall not be liable for (nor suffer any reduction in any rent on account of) anyinterruption or failure in the supply of the same.          5.1.2 Maintenance. Tenant shall maintain, repair and secure the Premises, all improvementsand appurtenances thereto, all access areas thereof, and all utilities, facilities, installationsand equipment used in connection therewith, and shall pay all costs and expenses of so doing,keeping the Premises in good order, repair and condition, reasonable wear and tear, and damage bycasualty and taking (to the extent provided in Article VI only) excepted. Tenant will maintain apreventive maintenance contract providing for the regular inspection and maintenance of thesupplemental air conditioning system and the UPS system exclusively serving the Premises with anappropriate contractor or contractors, such contracts and contractors to be reasonably approved byLandlord. At Landlord’s request, Tenant shall provide copies of the service contracts and servicelogs. Without limiting the generality of the foregoing, Tenant shall keep all interior walls,floorsurfaces and coverings, glass, windows, doors, partitions, all fixtures and equipment, utilities,pipes and drains and other installations used in connection with the Premises in such good order,repair and condition.          5.1.3 Use and Compliance with Law. Tenant shall use the Premises continuously anduninterruptedly only for the Permitted Uses, and then only as permitted under federal, state, andlocal laws, regulations and orders applicable from time to time, including without limitationmunicipal bylaws, land use and zoning laws, environmental laws and regulations (including all lawsand regulations regulating the production, use, and disposal of any pollutant or toxic or hazardousmaterial), and occupational health and safety laws, and shall procure all approvals, licenses andpermits necessary therefor, in each case giving Landlord true and complete copies of the same andall applications therefor. Tenant shall promptly comply with all present and future lawsapplicable to Tenant’s use of the Premises or Tenant’s signs thereon, foreseen or unforeseen, andwhether or not the same necessitate structural or other extraordinary changes or improvements tothe Premises or interfere with its particular use and enjoyment of the Premises, and shall keep thePremises equipped with adequate safety appliances and comply with allrequirements reasonable in
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light of the use Tenant is making of the Premises. If Tenant’s use of the Premises results in anyincrease in the premium for any insurance carried by Landlord, then upon Landlord’s notice toTenant of such increase Tenant shall pay the same to Landlord upon demand as additional rent.Tenant shall, in any event, indemnify, save Landlord harmless, and defend from all loss, claim,damage, cost or expense (including reasonable attorneys’ fees of counsel of Landlord’s choiceagainst whom Tenant makes no reasonable objection) on account of Tenant’s failure so to comply withthe obligations of this Section (paying the same to Landlord upon demand as Additional Rent).Tenant’s obligations in the preceding sentence shall survive the expiration or earlier terminationof this Lease. Tenant shall conform to the Rules and Regulations from time to time promulgated byLandlord for the operation, care and use of the common areas of the Building and appurtenantimprovements and areas in which Tenant is granted rights of use by the terms of this Lease.Notwithstanding the foregoing or any other provision of this Lease, however, Tenant shall not beresponsible for compliance with any such laws, regulations or the like requiring (i) structuralrepairs or modifications or (ii) repairs or modifications to the utility or building serviceequipment or (iii) installation of new building service equipment, such as fire detection orsuppression equipment, unless such repairs, modifications, or installations shall (a) be due toTenant’s particular manner of use of the Premises (as opposed to dry laboratory use and office usegenerally), or (b) be due to the negligence or willful misconduct of Tenant or any agent, employeeor contractor of Tenant.          5.1.4 Liens and Encumbrances. Tenant shall not create or suffer, shall keep Landlord’sproperty, the Premises and Tenant’s leasehold free of, and shall promptly remove and discharge, anylien, notice of contract, charge, security interest, mortgage or other encumbrance which arises forany reason, voluntarily or involuntarily, as a result of any act or omission by Tenant or personsclaiming by, through or under Tenant, or any of their agents, employees or independent contractors,including without limitation liens which arise by reason of labor or materials furnished or claimedto have been furnished to Tenant or for the Premises.          5.1.5 Waiver and Indemnity.               5.1.5.1 Waiver. Tenant releases Landlord, Landlord’s mortgagee, Landlord’s propertymanager and their respective agents and employees from, and waives all claims for, damage or injuryto person or property and loss of business sustained by Tenant and resulting from the Building orthe Premises or any part thereof or any equipment therein becoming in disrepair, or resulting fromany accident in or about the Building. This paragraph shall apply particularly, but notexclusively, to flooding, damage caused by Building equipment and apparatus, water, snow, frost,steam, excessive heat or cold, broken glass, sewage, gas, odors, excessive noise or vibration orthe bursting or leaking of pipes, plumbing fixtures or sprinkler devices. Without limiting thegenerality of the foregoing, Tenant waives all claims and rights of recovery against Landlord, itsproperty manager and their respective agents and employees for any loss or damage to any propertyof Tenant, which loss or damage is insured against, or required to be insured against, by Tenantpursuant to Section 6.1 hereof, whether or not such loss or damage is due to the fault ornegligence of Landlord, its property manager or their respective agents or employees, andregardless of the amount of insurance proceeds collected or collectible under any insurancepolicies in effect.               5.1.5.2 Indemnity. Tenant agrees to indemnify, defend and hold harmless Landlord,Landlord’s mortgagee, Landlord’s property manager, members, officers and lenders and theirrespective agents and employees, from and against any and all claims, demands, actions,liabilities, damages, costs and expenses (including attorneys’ fees), for injuries to any personsand damage to or theft or misappropriation or loss of property occurring in or about the Buildingand arising from the use and occupancy of the Premises or from any activity, work, or thing done,permitted or suffered by Tenant in or about the Premises (including, without limitation, anyalteration by Tenant) or from any breach or default on the part of Tenant in the performance of anycovenant or agreement on the part of Tenant to be performed under this Lease or due to any otheract or omission of Tenant, its subtenants, assignees, invitees, 
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employees, contractors and agents. Without limiting the foregoing, Tenant shall indemnify, defend and hold Landlord, Landlord’sproperty manager and Landlord’s mortgagee harmless from any claims, liabilities, damages, costs andexpenses arising out of the use or storage of hazardous or toxic materials in the Building byTenant. If any such proceeding is filed against Landlord or any such indemnified party, Tenantagrees to defend Landlord or such party in such proceeding at Tenant’s sole cost by legal counselreasonably satisfactory to Landlord, if requested by Landlord.The provisions of Section 5.1.5 shall survive the expiration or earlier termination of this Lease.          5.1.6 Landlord’s Right to Enter. Landlord and its agents or employees may upon reasonablenotice enter the Premises during business hours (and in case of emergency at any time) for thepurpose of performing repairs or replacements, or exercising any of the rights reserved to Landlordherein, or securing or protecting Landlord’s property or the Premises, or removing any alterationsor additions not consented to by Landlord, and similarly upon reasonable notice may show thePremises to prospective purchasers and lenders, and during the last 12 months of the Term toprospective tenants, and may keep affixed in suitable places notices for letting and selling.Except in case of emergency, Landlord shall be subject in entering the Premises to reasonablesecurity conditions, if any, set forth by Tenant in writing to Landlord.          5.1.7 Personal Property at Tenant’s Risk. Landlord’s obligation or election to repair orrestore the Premises under this Lease shall not include the repair, restoration or replacement ofthe furniture or any other personal property owned by or in the possession of Tenant, all of whichshall be at Tenant’s sole risk.          5.1.8 Overloading, Nuisance, Etc.. Tenant shall not, either with or without negligence,injure, overload, deface, damage or otherwise harm Landlord’s property, the Premises or any part orcomponent thereof; commit any nuisance; permit the emission of any hazardous agents or substances;allow the release or other escape of any biologically or chemically active or other hazardoussubstances or materials so as to impregnate, impair or in any manner affect, even temporarily, anyelement or part of Landlord’s property or the Premises or allow the storage or use of suchsubstances or materials in any manner not sanctioned by law or by the highest standards prevailingin the industry for the storage and use of such substances or materials; nor shall Tenant bringonto the Premises any such materials or substances except to use in the ordinary course of Tenant’sbusiness, and then only after written notice is given to Landlord of the identity of suchsubstances or materials; permit the occurrence of objectionable noise or odors; or make, allow orsuffer any waste whatsoever to Landlord’sproperty or the Premises. Landlord may inspect the Premises from time to time, and Tenant willcooperate with such inspections. Without limitation, “hazardous substances” shall include suchsubstances described in the Comprehensive Environmental Response, Compensation and Liability Act of1980, as amended, 42 U.S.C. §9601 et seq. and the regulations adopted thereunder, and “hazardousmaterials” shall include such materials described in the Resource Conservation and Recovery Act, asamended, 42 U.S.C. §6901 et seq.; in the Massachusetts Hazardous Waste Management Act, as amended,M.G.L. Chapter 21, and oil and hazardous materials as defined in the Massachusetts Oil andHazardous Material Release Prevention Act, as amended, M.G.L., Chapter 21E, and the regulationsadopted under these acts. In addition, Tenant shall execute affidavits, representations and thelike from time to time at Landlord’s request concerning Tenant’s best knowledge and beliefregarding the presence or absence of hazardous materials and substances on the Premises orProperty. In all events, Tenant shall indemnify Landlord, Landlord’s property manager, andLandlord’s mortgagees as provided in Section 5.1.5 from any liability arising from or related tothe release or threatened release of hazardous materials and substances on the Premises. (At therequest of Landlord, Tenant will from time to time confirm such indemnity to mortgagees directlywith such mortgagees.) The provisions of this Section 5.1.8 shall survive the expiration orearlier termination of this Lease.
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          5.1.9 Yield Up. At the expiration or earlier termination of this Lease, Tenant (and allpersons claiming by, through or under it) shall, without the necessity of any notice, surrender thePremises (including all Tenant Work, and all replacements thereof, except such additions,alterations and other Tenant Work as Landlord may direct to be removed, which shall be removed byTenant and the Premises restored to their pre-existing condition) and all keys to the Premises,remove all of its trade fixtures and personal property not bolted or otherwise attached to thePremises (and such trade fixtures and other property bolted or attached to the Premises as Landlordmay direct), and all Tenant’s signs wherever located, in each case repairing damage to the Premisesand Property which results in the course of such removal and restoring the Premises and Property toa fully functional and tenantable condition (including the filling of all floor holes, the removalof all disconnected wiring back to junction boxes and the replacementof all damaged ceiling tiles). Tenant shall yield up the Premises broom-clean and in good order, repair and condition,reasonable wear and tear and damage by casualty and taking (to the extent provided in Article VIonly) excepted. Any property not so removed within thirty (30) days after the expiration ortermination of the Lease shall be deemed abandoned and may be removed and disposed of by Landlordin such manner as Landlord shall determine, and Tenant shall pay to Landlord the entire cost andexpense incurred by it in effecting such removal and disposition and in making any incidentalrepairs to the Premises.          5.1.10 Holding Over. If Tenant (or anyone claiming by, through or under Tenant) shallremain in possession of the Premises or any part thereof after the expiration or earliertermination of this Lease with respect to any portion of the Premises without any agreement inwriting executed with Landlord, the person remaining in possession shall be deemed a tenant atsufferance, Tenant shall thereafter pay Annual Fixed Rent at one hundred fifty percent (150%) ofthe amount payable for the twelve-month period immediately preceding such expiration or terminationand with all additional rent payable and covenants of Tenant in force as otherwise herein provided,and Tenant shall be liable to Landlord for all damages, including consequential damages, of suchbreach. After acceptance of the full amount of such rent by Landlord the person remaining inpossession shall be deemed a tenant from month-to-month, terminable at any time by unilateralaction of Landlord or Tenant, at such rent and otherwise subject to and having agreed to performall of the provisions of this Lease, but Landlord will not be deemed to have relinquished anyclaims for damages.          5.1.11 Assignment, Subletting.               (a) Tenant shall not, without the prior written consent of Landlord, which shall not beunreasonably withheld, conditioned or delayed: (i) assign, convey, mortgage or otherwise transferthis Lease or any interest hereunder, or sublease the Premises, or any part thereof, whethervoluntarily or by operation of law; or (ii) permit the use of the Premises or any part thereof byany person other than Tenant and its employees. Any such transfer, sublease or use described inthe preceding sentence (herein referred to as a “Transfer”, which term shall include anyreassignment of this Lease after any initial assignment of this Lease by the Tenant named herein,or any subsequent reassignment and any assignment of any sublease with respect to all or anyportion of the Premises and any sub-subleasing of any portion of the Premises previously subleased)occurring without the prior written consent of Landlord shall be void and of no effect. Landlord’sconsent to any Transfer shall not constitute a waiver of Landlord’s right to withhold its consentto any future Transfer. Landlord’s consent to any Transfer or acceptance of rent from any partyother than Tenant shall not release Tenant from any covenant or obligation under this Lease.Landlord may require as a condition to its consent to any assignment of this Lease that theassignee execute an instrument in which such assignee assumes the obligations of Tenant hereunder.For the purposes of this paragraph, the transfer (whether direct or indirect) of all or a majorityof the capital stock in a corporate Tenant (other than the shares of the capital stock of acorporate Tenant whose stock is publicly traded), or the merger, consolidation or reorganization ofsuch Tenant, or the transfer of all or any general partnership interest in any partnership, or thetransfer of any membership interest in any limited liability company, shall be considered aTransfer.
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               (b) IfTenant desires the consent of Landlord to a transfer, Tenant shallsubmit to Landlord, at least thirty (30) days prior to theproposed effective date of the Transfer, a written notice whichincludes such information as Landlord may require about the proposedTransfer and the transferee, including: (i) the name,business and financial condition of the prospective transferee,(ii)n a true and complete copy of the proposed instrumentcontaining all of the terms and condition of such transfer,(iii) a written agreement of the assignee, subtenant orlicensee, in recordable form reasonably approved by Landlord,agreeing with Landlord to perform and observe all of the terms,covenants, and conditions of this Lease, and (iv) such otherfactors as Landlord may reasonably deem relevant. If Landlord doesnot terminate this Lease, in whole or in part, pursuant toSection 5.1.11(c), Landlord shall not unreasonably withhold itsconsent to any assignment or sublease. Landlord shall not be deemedto have unreasonably withheld its consent if, in the judgment ofLandlord: (i) the transferee is of a character or engagedin a business which is not in keeping with the standards or criteria used by Landlord in leasing the Building; (ii) thefinancial condition of the transferee is such that it may not be able to perform its obligations inconnection with this Lease; (iii) the purpose for which the transferee intends to use the Premisesor portion thereof is in violation of the terms of this Lease or the lease of any other tenant inthe Building; (iv) the transferee is a tenant of the Building; (v) consent to the Transfer wouldviolate any provisions of a Superior Mortgage, or (vi) any other basis which Landlord reasonablydeems appropriate. If Landlord wrongfully withholds its consent to any Transfer, Tenant’s sole andexclusive remedy therefor, shall be to seek specific performance of Landlord’s obligation toconsent to such Transfer. Tenant shall pay to Landlord any attorneys’ fees and expenses incurred byLandlord in connection with any proposed Transfer, whether or not Landlord consents to suchTransfer, which fees shall not exceed $1,000.               (c) Other than with respect to a Transfer permitted by subsection (d) below, Landlord shallhave the right to terminate this Lease as to that portion of the Premises covered by a Transfer.Landlord may exercise such right to terminate by giving notice to Tenant at any time within thirty(30) days after the date on which Tenant has furnished to Landlord all of the items required underSection 5.1.11(b) above. If Landlord exercises such right to terminate, Landlord shall be entitledto recover possession of, and Tenant shall surrender such portion of, the Premises (withappropriate demising partitions erected at the expense of Tenant) on the later of (i) the effectivedate of the proposed Transfer, or (ii) sixty (60) days after the date of Landlord’s notice oftermination. Notwithstanding the foregoing, if Landlord elects to terminate this Lease as to thatportion of the Premises covered by a Transfer, Tenant may elect to withdraw its request for consentto the Transfer within five (5) business days of receipt of Landlord’s notice of election toterminate. In the event Landlord exercises such right to terminate, Landlord shall have theright to enter into a lease with the proposed transferee without incurring any liability to Tenanton account thereof.               (d) Notwithstanding the prohibitions set forth in subsection (a) above, Tenant may, withoutLandlord’s consent, assign its interest in this Lease or sublet the Premises to a corporation orother entity which shall (i) control, be under the control of, or be under common control with,Tenant (the term “control” as used herein shall mean ownership of more than 50% of the outstandingvoting stock of a corporation, or other equivalent equity and control interest if Tenant is not acorporation), or (ii) result from the merger or consolidation of or into Tenant or be the purchaserof all or substantially all of Tenant’s assets, so long as (A) the principal purpose of suchassignment or sublease is not the acquisition of Tenant’s interest in this Lease (except if suchassignment or sublease is made for a valid intracorporate business purpose to an entity describedin clause (iii) above) and is not made to circumvent the provisions of this section, (B) the Tenantnamed herein shall remain liable for all obligations of Tenant under this Lease, (C) prior to suchassignment, such assignee shall enter into a written agreement with Landlord agreeing to bedirectly bound to Landlord under the terms of this Lease and (D) Tenant provides at least thirty(30) days’ prior written notice to Landlord of such assignment or sublease and copies of anyrelevant documentation relating to same.
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               (e) In no event shall any Transfer release or relieve Tenant from its obligations to fullyobserve or perform all of the terms, covenants and conditions of this Lease on its part to beobserved or performed. It is agreed that the liabilities and obligations of Tenant hereunder areenforceable either before, simultaneously with, or after proceeding against any assignee, sublesseeor other transferee of Tenant. Further, Tenant agrees that the amount of any rent or other paymentfor the use or occupancy of all or any part of the Premises, by sublease, license, assignment ofthis Lease, or otherwise, shall not depend, in whole or in part, on the income or profits derivedby any person or entity from the Premises, other than an amount based on a fixed percentage orpercentages of gross receipts or sales.               (f) Notwithstanding any transfer of this Lease, Tenant’s (and any guarantor’s) liability toLandlord shall in all events remain direct and primary. Any transferee of all or a substantialpart of Tenant’s interest in the Premises shall be deemed to have agreed directly with Landlord tobe jointly and severally liable with Tenant for the performance of all of Tenant’s covenants underthis Lease; and such assignee shall upon request execute and deliver such instruments as Landlordreasonably requests in confirmation thereof (and agrees that its failure to do so shall be subjectto the default provisions hereof). Landlord may collect rent and other charges from suchtransferee (and upon notice such transferee shall pay directly to Landlord) and apply the netamount collected to the rent and other charges herein reserved, but no transfer shall be deemed awaiver of the provisions of this Section, or the acceptance of the transferee as a tenant, or arelease of Tenant or any guarantor from direct and primary liability for the performance of all ofthe covenants of this Lease. The consent by Landlord to any transfer shall not relieve Tenant fromthe obligation of obtaining the express consent of Landlord to any modification of such transfer ora further assignment, subletting, license or occupancy; nor shall Landlord’s consent alter in anymanner whatsoever the terms of this Lease, to which any transfer at all times shall be subject andsubordinate. The breach by Tenant of any covenant in this Section shall be a default for whichthere is no cure period.     5.2 Landlord’s Covenants.          5.2.1 Building Services. Landlord shall furnish the services and utilities described inthis Section 5.2. Tenant may obtain additional services and utilities from time to time if thesame are obtainable by Landlord upon reasonable advance request and Tenant shall pay for the sameat reasonable rates from time to time established by Landlord upon demand as additional rent.Landlord’s obligation shall be subject to the other provisions of this Lease, reasonable wear andtear and damage caused by or resulting from the acts or omissions of Tenantor its transferees (or their agents, employees, invitees and independent contractors), fire,casualty or eminent domain takings.               5.2.1.1 Landlord’s Maintenance. Landlord shall reasonably maintain the foundations,exterior walls, masonry, structural floors, roof and common areas of the Building. Landlord shallprovide and reasonably maintain heating, ventilating and air conditioning systems (other than thoseexclusively serving the Premises), the plumbing, electrical and sewer systems and the elevators ofthe Building insofar as such elements affect the Premises.               5.2.1.2 Office Identification. Subject to Section 5.1.3, Landlord shall provide andinstall, at Landlord’s expense, Building standard signage on the entry door to the Premises, on thelobby directory, and at the elevator lobby on the first (1st) and third (3rd)floors of the Premises to identify Tenant’s official name; all such letters and numerals to be inthe Building standard graphics.               5.2.1.3 Grounds Maintenance. Landlord shall reasonably maintain the grounds adjacent tothe Building and the walkways, sidewalks, driveways, landscaping, lighting and parking areasreferred to in Section 2.1.
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               5.2.1.4 Cleaning. Landlord shall clean the Premises (consisting of vacuuming of carpetingand dusting of surfaces, after 5:00 p.m. on business days) and remove Tenant’s trash (after 5:00p.m. on business days) from the Premises (but Landlord shall not be obligated to remove any trashresulting from improvements or alterations of Tenant) provided the Premises are kept in good orderby Tenant. The cost of said cleaning by Landlord shall be included in Operating Expenses. Tenantshall provide Landlord with full access to the Premises to fulfill its responsibilities under thisSection 5.2.1.4.          5.2.2 Interruptions. Landlord shall not be liable to Tenant in damages or by reduction ofrent or otherwise by reason of inconvenience or annoyance or for loss of business arising fromLandlord or its agents or employees entering the Premises for any of the purposes authorized inthis Lease or for repairing, altering or improving the Building upon reasonable advance notice andin a manner reasonable in light of the circumstances. In case Landlord is prevented or delayedfrom making any repairs or replacements or furnishing any services or performing any other covenantor duty to be performed on Landlord’s part by reason of any cause reasonably beyond Landlord’scontrol, Landlord shall not be liable to Tenant therefor, nor shall the same give rise to a claimin Tenant’s favor that such failure constitutes actual or constructive, total or partial, evictionfrom the Premises. Landlord reserves the right to stop any service or utility system, whennecessary by reason of accident or emergency, or until necessary repairs have been completed;provided, however, that in each instance of stoppage, Landlord shall give Tenant such notice as ispracticable under the circumstances of the expected duration of such stoppage and will exercisecommercially reasonable diligence to eliminate the cause thereof. Except in case of emergencyrepairs Landlord will give Tenant reasonable advance notice of any contemplated stoppage and willuse reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.ARTICLE VIINSURANCE; CASUALTY; TAKING     6.1 Insurance.          6.1.1 Coverage. Tenant shall purchase and maintain insurance during the entire Term of the Lease for the benefitof the Tenant and Landlord (as their interests may appear) with terms and coverages reasonablysatisfactory to Landlord, and with insurers having a minimum A.M. Best rating of A-/VIII, and withsuch increases in limits as Landlord may from time to time reasonably request, but initially Tenantshall maintain the following coverages in the following amounts:               (a) Commercial General Liability Insurance naming Landlord, Landlord’s management, leasingand development agents, Great Point Investors LLC and Landlord’s mortgagee(s) from time to time asadditional insureds, with coverage for premises/operations, personal injury, products/completedoperations and contractual liability with combined single limits of liability of not less$1,000,000 for bodily injury and property damage per occurrence; $2,000,000 in the aggregate and$5,000,000 as umbrella coverage.               (b) Property Insurance covering property damage and business interruption for not less thanone year. Covered property shall include all tenant improvements in the Premises, officefurniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s propertyon the Premises. Such insurance shall, with respect to any tenant improvements, name Landlord andLandlord’s mortgagee(s) from time to time as additional loss payees as their interests may appear.Such insurance shall be written on an “all risk” of physical loss or damage basis including but notlimited to the perils of fire, extended coverage, windstorm, vandalism, malicious mischief,sprinkler leakage, flood and earthquake, for the full replacement cost value of the covered itemsand in amounts that meet any co-insurance clause of the policies of insurance with a deductibleamount not to exceed $10,000.
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               (c) Workers’ Compensation Insurance with statutory benefits and Employers’ LiabilityInsurance with the following amounts: Each Accident - $500,000;Disease - Policy Limit - $500,000;Disease - Each Employee - $500,000 or as otherwise required by law.     Tenant shall, prior to the commencement of the Lease Term and on each anniversary of the LeaseCommencement Date and/or renewal date thereof, furnish to Landlord certificate(s) evidencing suchcoverage, which certificate(s) shall state that such insurance coverage may not be changed orcanceled without at least thirty (30) days’ prior written notice to Landlord and Tenant. Theinsurance maintained by Tenant shall be deemed to be primary insurance, and any insurancemaintained by Landlord shall be deemed secondary thereto.               (d) Landlord’s Coverage. Landlord shall purchase and maintain in effect all-risk insurancecovering loss or damage to the Building in the amount of its replacement value with suchendorsements and deductibles as Landlord shall reasonably determine from time to time. Landlordshall have the right to obtain flood, earthquake, environmental and such other insurance asLandlord shall reasonably determine from time to time or shall be required by any lender holding asecurity interest in the Property. Landlord shall not obtain insurance for Tenant’s tradefixtures, equipment or building improvements. Landlord shall purchase and maintain commercialgeneral liability insurance with coverage for premises operations, personal injury,products/completed operations and contractual liability with combined single limits of liability ofnot less than $1,000,000 for bodily injury and property damage per occurrence; $2,000,000 in theaggregate and $5,000,000 as umbrella coverage. During the Term, Landlord shall also maintain arental income insurance policy, with loss payable to Landlord, in an amount equal to one year’sFixed Rent plus estimated real property taxes and operating expenses. Any policy obtained byLandlord shall not be contributory, shall not provide primary insurance and shall be excess overany insurance maintained by Tenant.          6.1.2 Avoid Action Increasing Rates. Tenant shall comply with all applicable laws andordinances, all orders and decrees of court and all requirements of other governmental authorities,and shall not, directly or indirectly, make any use of the Premises which may thereby be prohibitedor be dangerous to person or property or which may jeopardize any insurance coverage or mayincrease the cost of insurance or require additional insurance coverage. If Tenant fails to complywith the provisions of this Section 6.1.2 and (i) any insurance coverage is jeopardized and Tenantfails to correct such dangerous or prohibited use following ten (10) days’ notice or (ii) insurancepremiums are increased and Tenant fails, following ten (10) days’ notice, to pay the amount of suchincrease or cease such use, then in each event such failure shall constitute an Event of Default byTenant hereunder, without any further notice or cure right, and Landlord shall have all of itsremedies as set forth in the Lease.          6.1.3 Waiver of Subrogation. Landlord and Tenant each hereby waive any and every claim forrecovery from the other for any and all loss of or damage to the Building or Premises or to thecontents thereof, which loss or damage is covered by valid and collectible property insurancepolicies. Landlord waives any and every claim against Tenant for any and all loss of or damage tothe Building or the Premises or contents thereof, which would have been covered had the insurancepolicies required to be maintained by Landlord by this Lease been in force, to the extent that suchloss or damage would have been recoverable under such insurance policies. Tenant waives any andevery claim against Landlord for any and all loss of, or damage to, the Building or Premises or thecontents thereof, which would have been covered had the insurance policies required to bemaintained by Tenant under this Lease been in force, to the extent that such loss or damage wouldhave been recoverable under such insurance policies. Inasmuch as this mutual waiver will precludethe assignment of any such claim by subrogation (or otherwise) to an insurance company (or anyother person), Landlord and Tenant each agree to give to each insurance company which has issued,or in the future may issue, to it policies of property insurance, written notice of the terms ofthis 
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mutual waiver, and to have said insurance policies properly endorsed, if necessary, to preventthe invalidation of said insurance coverage by reason of said waiver.     6.2 Fire or Casualty. If the Premises or the Building (including machinery or equipmentused in its operation) shall be damaged by fire or other casualty and if such damage does not causea termination of this Lease as described in the following sentences, then Landlord shall repair andrestore the damage with reasonable promptness, subject to reasonable delays for insuranceadjustments and delays caused by matters beyond Landlord’s reasonable control, but Landlord shallnot be obligated to expend for repairing or restoring the damage an amount in excess of theproceeds of insurance recovered with respect to the damage. If in Landlord’s estimate the Premisescannot be restored within two hundred seventy (270) days from the date of such fire or casualty (orwithin one hundred twenty (120) days if the fire occurs during the last Lease Year), then Landlordshall give notice to Tenant of such estimate within ninety (90) days after such fire or casualty.Tenant may elect in writing thirty (30) days following the date of such notice from Landlord, timebeing of the essence, to terminate this Lease effective as of the date of Tenant’s notice. If anysuch damage (i) renders 25% of the Building untenantable or (ii) renders general Building systemsinoperable and such systems cannot be repaired in Landlord’s reasonable estimate within two hundredseventy (270) days from the date of such damage or (iii) occurs within the last Lease Year and willtake more than sixty (60) days to repair, Landlord shall have the right to terminate this Lease asof the date of such damage upon written notice given to the Tenant at any time within ninety (90)days after the date of such damage. Landlord shall have no liability to Tenant, and Tenant shallnot be entitled to terminate this Lease, by virtue of any delays in completion of such repairs andrestoration unless said repairs and restoration are not completed within three hundred sixty-five(365) days from the date of the underlying damage. Annual Fixed Rent and additional rent, however,shall abate on those portions of the Premises as are, from time to time, untenantable and, in fact,unoccupied by Tenant as a result of such damage.          Notwithstanding anything to the contrary herein set forth, Landlord shall have no dutypursuant to this Section 6.2 to repair or restore any portion of any alterations, additions,installation or improvements in the Premises or the decoration thereto except to the extent thatthe proceeds of the insurance carried by Tenant are timely received by Landlord. If Tenant desiresany other additional repairs or restoration, and if Landlord consents thereto, it shall be done atTenant’s sole cost and expense subject to all of the applicable provisions of the Lease. Tenantacknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage whethercarried by Landlord or Tenant, for damage to any alterations, addition, installation, improvementsor decorations which would become the Landlord’s property upon the termination of the Lease.     6.3 Waiver of Claim. Landlord and its partners, members, affiliates, officers, agents,servants and employees shall not be liable for any damage either to person, property or businessresulting from the loss of the use thereof sustained by Tenant or by other persons due to theBuilding or any part thereof or any appurtenances thereto becoming out of repair, or due to thehappening of any accident or event in or about the Building, including the Premises, or due to anyact or neglect of any tenant or occupant of the Building or of any other person, unless and thenonly to the extent caused by the negligence or willful misconduct of Landlord or its agents,employees or contractors. This provision shall apply particularly, but not exclusively, to damagecaused by gas, electricity, snow, ice, frost, steam, sewage, sewer gas or odors, fire, water or bythe bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and except asprovided above, shall apply without distinction as to the person whose act or neglect wasresponsible for the damage and shall apply whether the damage was due to any of the causesspecifically enumerated above or to some other cause of an entirely different kind. Tenant furtheragrees that all personal property upon the Premises, or upon loading docks, recovering and holdingareas, or freight elevators of the Building, shall be at the risk of Tenant only, and that Landlordshall not be liable for any loss or damage thereto or theft thereof. The provisions of thisArticle VI shall survive the expiration or earlier termination of this Lease.
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     6.4 Nonwaiver. No waiver of any provisions of this Lease shall be implied by any failureof Landlord to enforce any remedy on account of the violation of such provisions, even if suchviolation is continued or repeated subsequently, and no express waiver shall affect any provisionother than the one specified in such waiver and that one only for the time and in the mannerspecifically stated. No receipt for monies by Landlord from Tenant after the termination of thisLease shall in any way alter the length of the Lease Term or of Tenant’s right to possessionhereunder or after the finding of any notice shall reinstate, continue or extend the Lease Term oraffect any notice given Tenant prior to the receipt of such monies, it being agreed that after theservice of notice or the commencement of a suit or after final judgment for possession of thePremises, Landlord may receive and collect any Annual Fixed Rent and Additional Rent due, and thepayment of said Annual Fixed Rent and Additional Rent shall not waive or affect said notice, suitor judgment.     6.5 Condemnation. If the Land or the Building (or any portion of the Building, the loss ofwhich would require reconfiguration or restoration of the Building which Landlord reasonablyestimates will cost in excess of 25% of the current replacement cost of the Building) shall betaken or condemned by any competent authority for any public or quasi-public use or purpose,Landlord shall have the right, exercisable at its sole direction, to cancel the Lease upon not lessthan sixty (60) days’ notice prior to the date of cancellation designated in the notice. No moneyor other consideration shall be payable by Landlord to Tenant for the right of cancellation andTenant shall have no right to share in the condemnation award or in any judgment for damages causedby such taking or condemnation.     If any such taking (i) renders 25% of the Building untenantable, (ii) renders any materialportion of the Premises untenantable, or (iii) renders general Building systems inoperable and suchsystems cannot berepaired in Landlord’s reasonable estimate within three hundred sixty-five (365) days from the dateof such taking or (iii) occurs within the last two (2) Lease Years, both Tenant and Landlord shallhave the right to terminate this Lease as of the date of such taking upon written notice given tothe other party at any time within sixty (60) days after the date such taking becomes effective.Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate thisLease, by virtue of any delays in completion of repairs or restoration following a taking. AnnualFixed Rent and additional rent, however, shall abate on those portions of the Premises as are, fromtime to time, untenantable and, in fact, unoccupied by Tenant as a result of such taking.ARTICLE VIIDEFAULT     7.1 Events of Default. (a) If Tenant fails to pay any installment of Annual Fixed Rent oradditional rent or other sum or charge hereunder within five (5) days of the date due hereunder, or(b) if more than two notices of default are given in any rolling twelve month period, or (c) if anyassignment shall be made by Tenant (or any assignee, sublessee or guarantor of Tenant) for thebenefit of creditors, or (d) if Tenant’s leasehold interest shall be taken on execution or by otherprocess of law, or (e) if a petition is filed by Tenant (or any assignee, sublessee or guarantor ofTenant) for adjudication as a bankrupt, or for reorganization or an arrangement under any provisionof any bankruptcy or reorganization act then in force and effect, or (f) if an involuntary petitionunder the provisions of any bankruptcy act is filed against Tenant (or any assignee, sublessee orguarantor of Tenant) and such involuntary petition is not dismissed within thirty (30) daysthereafter, or (g) if Tenant (or any assignee, sublessee or guarantor of Tenant) shall be declaredbankrupt or insolvent according to law, or (h) if a receiver, trustee or assignee shall bepetitioned for and not contested by Tenant for the whole or any part of Tenant’s (or suchassignee’s, sublessee’s or guarantor’s) property, or if a receiver, trustee or assignee shall beappointed over Tenant’s (or such other person’s) objection and not be removed within thirty (30)days thereafter, or (i) if any representation or warranty made by Tenant shall be untrue in anymaterial respect when made, or (j) if Tenant fails to perform
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any other covenant, agreement orcondition hereunder and such default continues for thirty (30) days after written notice (provided,however, that such thirty (30) day period shall be reasonably extended in the case of suchnon-monetary default if the matter complained of can be cured, but the cure cannot be completedwithin such period and Tenant begins promptly to cure within such period and thereafter diligentlycompletes the cure within ninety (90) days of the initial default; if such matters cannot be cured,then there shall be no cure period), then, and in any such case, Landlord and its agents andemployees lawfully may, in addition to and not in derogation of any remedies for any precedingbreach, immediately or at any time thereafter, without demand or notice and with or without processof law, enter into and upon the Premises or any part thereof in the name of the whole, or mail ordeliver a notice of termination of the Term addressed to Tenant at the Premises or at any otheraddress herein provided, and thereby terminate this Lease and repossess the same as of Landlord’sformer estate. Upon such entry or mailing or delivery, as the case may be, the Term shallterminate, all executory rights of Tenant and all obligations of Landlord under this Lease shallimmediately cease, and Landlord may expel Tenant and all persons claiming by, through or underTenant and remove its and their effects (forcibly if necessary) without being deemed guilty of anymanner of trespass and without prejudice to any remedies which might otherwise be used for arrearsof rent or prior breach of covenants; and Tenant hereby waives all statutory and equitable rightsto its leasehold (including without limitation rights in the nature of further cure or ofredemption, if any). Landlord may, without notice, store Tenant’s effects (and those of any personclaiming by, through or under Tenant) at the expense and risk of Tenant and, if Landlord so elects,may sell such effects at public auction or auctions or at private sale or sales after seven (7)days notice to Tenant (which notice Tenant agrees is reasonable) and apply the net proceeds to thepayment of all sums due to Landlord from Tenant, if any, and pay over the balance, if any, toTenant. If any payment of Annual Fixed Rent, additional rent, or other payment due from Tenant toLandlord is not paid when due, then Landlord may, at its option, in addition to all other remedies hereunder, impose a late charge on Tenantequal to 3% of the amount in question, which late charge will be due upon demand as additionalrent.     7.2 Remedies for Default.          7.2.1 Reletting Expenses Damages. If this Lease is terminated for default, then Tenantcovenants, as an additional cumulative obligation after such termination, to pay all of Landlord’sreasonable costs and expenses related thereto or in collecting amounts due hereunder, includingattorneys’ fees, and all of Landlord’s reasonable expenses in connection with reletting, includingwithout limitation, tenant inducements, brokerage commissions, fees for legal services, expenses ofpreparing the Premises for reletting and the like (“Reletting Expenses”). It is agreed by Tenantthat Landlord may (i) relet the Premises or any part or parts thereof for a term or terms which mayat Landlord’s option be equal to or less than or exceed the period which would otherwise haveconstituted the balance of the Term, and may grant such tenant inducements as Landlord in its solejudgment considers advisable, and (ii) make such alterations, repairs and decorations in thePremises as Landlord in its sole discretion considers advisable, and no action of Landlord inaccordance with the foregoing nor any failure to relet or to collect rent under any reletting shalloperate or be construed to release or reduce Tenant’s liability. Any obligation to relet thePremises imposed upon Landlord by law shall be subject to Landlord’s reasonable objectives ofdeveloping its property in a harmonious manner with appropriate mixes of tenants, uses, floorareas, terms, etc. Landlord’s Reletting Expenses together with all sums otherwise provided for inthis Lease, whether incurred prior to or after such termination, shall be due and payableimmediately from time to time upon notice from Landlord. Landlord shall use commerciallyreasonable efforts to mitigate its damages.          7.2.2 Termination Damages. If this Lease is terminated for default, then unless and untilLandlord elects lump sum liquidated damages described in Section 7.2.3 below Tenant covenants, asan additional cumulative obligation after any such termination, to pay punctually to Landlord allthe sums and perform all the obligations which Tenant covenants in this Lease to pay and to performin the same manner and to the same extent and at the same time as if this Lease had not beenterminated. In calculating the
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amounts to be paid by Tenant pursuant to the preceding sentenceTenant shall be credited with the net proceeds of any rent then actually received by Landlord froma reletting of the Premises after deducting all sums provided for in this Lease to be paid byTenant and not then paid.          7.2.3 Lump Sum Liquidated Damages. If this Lease is terminated for default, then Tenantcovenants, as an additional cumulative obligation after termination, to pay forthwith to Landlordat Landlord’s election made by written notice to Tenant at any time after termination, asliquidated damages a single lump sum payment equal to the sum of (i) all sums provided for in thisLease to be paid by Tenant and not then paid at the time of such election, plus either (ii) theexcess of all of the rent reserved for the residue of the Term (with additional rent on account ofLandlord’s Taxes and Operating Expenses deemed to increase 10% in each year on a compounding basis)over all of the rent actually received (or which rent Tenant shows by clear and convincing evidencewill be received), on account of the Premises during such period, which rent from reletting shallbe reduced by reasonable projections of vacancies and by Landlord’s Reletting Expenses describedabove to the extent not theretofore paid to Landlord, or (iii) an amount equal to the sum of all ofthe rent and other sums due hereunder and payable with respect to the twelve (12)-month period nextfollowing the date of termination.     7.3 Remedies Cumulative. Any and all rights and remedies Landlord may have under thisLease, and at law and equity, shall be cumulative and shall not be deemed inconsistent with eachother, and any two or more of all such rights and remedies may be exercised at the same timeinsofar as permitted by law. Nothing contained in this Lease shall, however, limit or prejudicethe right of Landlord to prove and obtain in proceedings for bankruptcy orinsolvency by reason of the termination or rejection of this Lease, an amount equal to the maximumallowed by any statute or rule of law in effect at the time when and governing the proceedings inwhich the damages are to be proved, whether such amount be greater, equal to, or less than theamount of the loss or damages referred to in the preceding Section.     7.4 Effect of Waivers of Default. Any consent or permission by Landlord to any act oromission which otherwise would be a breach of any covenant or condition, or any waiver by Landlordof the breach of any covenant or condition, shall not in any way be held or construed to operate soas to impair the continuing obligation of such covenant or condition, or otherwise operate topermit other similar acts or omissions. No breach shall be deemed to have been waived unless anduntil such waiver be in writing and signed by Landlord. The failure of Landlord to seek redressfor violation of or insist upon the strict performance of any covenant or condition of this Lease,or the receipt by Landlord of rent with knowledge of any violation, shall not be deemed a consentto or waiver of such violation, nor shall it prevent a subsequent act, which would otherwiseconstitute a violation, from in fact being a violation.     7.5 No Accord and Satisfaction; No Surrender. No acceptance by Landlord of a lesser sumthan the Annual Fixed Rent, additional rent or any other sum or charge then due shall be deemed tobe other than on account of the earliest installment of such rent, sum or charge due; nor shall anyendorsement or statement on any check or in any letter accompanying any check or payment be deemedan accord and satisfaction, and Landlord may accept such check or payment without prejudice toLandlord’s right to recover the balance of such installment or pursue any other right or remedyavailable to it. The delivery of keys (or any similar act) to Landlord or any agent or employee ofLandlord shall not operate as a termination of this Lease or an acceptance of a surrender of thePremises, which may occur only upon Landlord’s written acknowledgement of same.     7.6 Waiver of Jury. Landlord and Tenant hereby waive trial by jury in any summaryproceeding in any emergency or other statutory remedy, or in any action based, in whole or in part,on non-payment of rent or other default under this Lease; and Tenant further agrees that it shallnot interpose any counterclaim or set-off in any such proceeding.
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     7.7 Landlord’s Curing and Enforcement. If Tenant shall neglect or fail to perform orobserve any covenant or condition of this Lease and shall not cure such default within theapplicable cure period, Landlord may, at its option, without waiving any claim for breach, at anytime thereafter cure such default for the account of Tenant, and any amount paid or any liabilityincurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, andTenant shall reimburse Landlord therefor, together with an administrative charge of ten per cent(10%) of the amount thereof, on demand as additional rent; and Tenant shall further indemnify andsave Landlord harmless in the manner elsewhere provided in this Lease in connection with all ofLandlord’s actions in effecting any such cure. Notwithstanding any other provision hereinconcerning cure periods, Landlord may cure any default for the account of Tenant after such noticeto Tenant, if any, as is reasonable under the circumstances (including telephone notice) if thecuring of such default prior to the expiration of the applicable cure period is reasonablynecessary to prevent likely damage to the Premises or other improvements or possible injury topersons, or to protect Landlord’s interest in its property or the Premises. Tenant shall pay toLandlord on demand as additional rent all of the costs and expenses of Landlord, including suchadministrative charge and reasonable attorneys’ fees, incurred in enforcing any covenant orcondition of this Lease. Without limiting any of its other rights or remedies, any sum duehereunder shall, in addition, bear interest from the date due at the greater of (i) one andone-half percent (11/2%) for each month (or ratable portion thereof) the same remains unpaid, or(ii) three percent (3%) per annum (or ratable portion thereof) above the so-called base or primelending rate charged by Bank of America from time to time on 90day loans to its most credit-worthy borrowers; provided that interest shall never exceed themaximum rate permitted under applicable law.     In the event Tenant breaches any covenant or fails to observe any condition set forth inArticle VII with respect to the insurance required to be maintained by Tenant, then withoutlimiting any other right or remedy, and notwithstanding any other provision herein concerningnotice and cure of defaults, Landlord may immediately and without notice to Tenant obtain suchinsurance, and Tenant shall pay the cost thereof and Landlord’s expenses related thereto upondemand as additional rent.     7.8 Landlord’s Default. In no event shall Landlord be in default unless notice thereof hasbeen given to Landlord (and all mortgagees of which Tenant has notice) and Landlord (or any suchmortgagee at its sole discretion) fails to perform within thirty (30) days (provided, however, thatsuch thirty (30) day period shall be reasonably extended if such performance begins within suchperiod and thereafter is diligently pursued, or if such mortgagee notifies Tenant within suchperiod that it intends to cure on behalf of Landlord and thereafter begins and diligently pursuescuring with reasonable promptness).     7.9 Prevailing Parties. In the event of any litigation between Landlord and Tenant, theunsuccessful party as determined by a court of competent jurisdiction shall reimburse thesuccessful party for all reasonable legal fees and expenses incurred by the successful party inprosecuting or defending any such action.     7.10 Security Deposit. Upon execution of this Lease, Tenant shall deposit the SecurityDeposit with Landlord as security for the performance of Tenant’s obligations under this Lease.Upon the occurrence of a Default, Landlord may use all or any part of the Security Deposit for thepayment of any Rent or for the payment of any amount which Landlord may pay or become obligated topay by reason of such Default, or to compensate Landlord for any loss or damage which Landlord maysuffer by reason of such Default. If any portion of the Security Deposit is used, Tenant shallwithin five (5) business days after written demand therefor restore the Security Deposit to itsoriginal amount. Landlord shall not be required to keep the Security Deposit separate from itsgeneral funds, and Tenant shall not be entitled to interest on the Security Deposit. In no eventshall the Security Deposit be considered an advanced payment of Rent, and in no event shall Tenantbe entitled to use the Security Deposit for the payment of Rent. If no default by Tenant existshereunder, the Security Deposit or any balance thereof shall be returned to Tenant within sixty(60) days after the expiration of the Term and vacation of the Premises by Tenant. Landlord shallhave the
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right to transfer the Security Deposit to any purchaser of the Building. Upon suchtransfer, Tenant shall look solely to such purchaser for return of the Security Deposit; andLandlord shall be relieved of any liability with respect to the Security Deposit.     If the Security Deposit is in the form of an unconditional, irrevocable letter of credit, suchletter of credit shall be issued by a financial institution acceptable to Landlord and in the formof Appendix D. The letter of credit shall be renewed by Tenant at least thirty (30) daysprior to expiration and shall remain in effect until sixty (60) days after the scheduled end of theTerm.          On each anniversary of the Lease Commencement Date, and provided that at such time no Event ofDefault exists, and no state of facts, which, with notice or the passage of time, or both, wouldconstitute and Event of Default exists, the amount of the Security Deposit may be reduced by$100,000, provided, however, it shall never be reduced below $100,000. Notwithstanding theforegoing, if Tenant reports four (4) continuous quarters of positive Income Before Taxes, Tenantshall be entitled to reduce the amount of the Security Deposit to fifty percent (50%) of its thencurrent amount; provided, however, if Tenant elects such reduction of the Security Deposit, thefuture annual reduction shall be only $50,000 on each subsequentanniversary of the Lease Commencement Date and the Security Deposit shall never be reduced below$100,000.ARTICLE VIIIMISCELLANEOUS PROVISIONS     8.1 Notice from One Party to the Other. All notices required or permitted hereunder shallbe in writing and shall be deemed duly served if mailed by certified mail, postage prepaid, byrecognized overnight courier, or by facsimile transmission which provides confirmation of receipt,addressed, if to Tenant, at the Original Address of Tenant or such other address as Tenant shallhave last designated by notice in writing to Landlord and, if to Landlord, at the Original Addressof Landlord or such other address as Landlord shall have last designated by notice in writing toTenant. If requested, Tenant shall send copies of all such notices in like manner to Landlord’smortgagees and any other persons having an interest in the Premises and designated by Landlord.Any notice so addressed shall be deemed duly served on the second business day following the day ofmailing if so mailed by registered or certified mail, return receipt requested, whether or notaccepted, on the following business day if sent by recognized overnight courier, whether or notaccepted, and on the day of receipt if received on or before 5 p.m. in the time zone of therecipient, if sent by facsimile.     8.2 Quiet Enjoyment. Landlord agrees that upon Tenant’s paying all rent and performing andobserving all covenants, conditions and other provisions on its part to be performed and observed,Tenant may peaceably and quietly have, hold and enjoy the Premises during the Term withoutdisturbance by Landlord or anyone claiming by, through or under it, subject always to the terms ofthis Lease, provisions of law, and rights or interests of record to which this Lease may be orbecome subject and subordinate.     8.3 Limitation of Landlord’s Liability. Landlord shall be liable only for breaches ofLandlord’s obligations occurring while Landlord is owner of the fee of which the Premises are apart (provided, however, that if Landlord shall ever sell and lease-back such fee, or the groundthereof or the improvements thereon, then “fee” shall, in such event, be deemed to mean Landlord’sleasehold interest). Tenant (and all persons claiming by, through or under Tenant) agrees to looksolely to Landlord’s interest from time to time in the fee of which the Premises are a part forsatisfaction of any claim or recovery of any judgment from Landlord; it being agreed that neitherLandlord nor any trustee, beneficiary, partner, member, manager, shareholder, agent or employee ofLandlord shall ever be personally or individually liable for any claim or judgment, or otherwise,to Tenant (or such persons). In no event shall Landlord ever be liable to Tenant (or 
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such persons)for indirect or consequential damages, nor shall Landlord ever be answerable or liable in anyequitable judicial proceeding or order beyond the extent of its interest in the fee of which thePremises are a part.     8.4 Applicable Law and Construction. This Lease may be executed in counterpart copies andshall be governed by and construed as a sealed instrument in accordance with the laws of TheCommonwealth of Massachusetts. If any provision shall to any extent be invalid, the remainder ofthis Lease shall not be affected. Other than contemporaneous instruments executed and delivered ofeven date, if any, this Lease contains all of the agreements between Landlord and Tenant withrespect to the Premises and supersedes all prior dealings between them with respect thereto. Thereare no oral agreements between Landlord and Tenant affecting this Lease. This Lease may be amendedonly by an instrument in writing executed by Landlord and Tenant. The enumeration of specificexamples of a general provision shall not be construed as a limitation of the general provision.Unless a party’s approval or consent is required by its terms not to be unreasonably withheld, suchapproval or consent may be withheld in the party’s sole discretion. If Tenant is granted anyextensionor other option, to be effective the exercise (and notice thereof) shall be unconditional, timealways being of the essence to any options; and if Tenant purports to condition the exercise of anyoption or vary its terms in any manner, then the option granted will automatically and immediatelybecome null and void and the purported exercise will be ineffective. This Lease and all consents,notices and other related instruments may be reproduced by any party by photographic, microfilm,microfiche or other reproduction process and the originals thereof may be destroyed; and each partyagrees that reproductions will be admissible in evidence to the same extent as the original itselfin and judicial or administrative proceeding (whether or not the original is in existence andwhether or not reproduction was made in the regular course of business), and further reproductionwill likewise be admissible. The titles of the several Articles and Sections are for convenienceonly, and shall not be considered a part hereof. The submission of a form of this Lease or anysummary of its terms shall not constitute an offer by Landlord to Tenant; but a leasehold shallonly be created and the parties bound when this Lease is executed and delivered by both Landlordand Tenant.     8.5 Successors and Assigns. Except as herein provided otherwise, the agreements andconditions in this Lease contained on the part of Landlord to be performed and observed shall bebinding upon Landlord and its legal representatives, successors and assigns, and shall inure to thebenefit of Tenant and its legal representatives, successors and assigns; and the agreements andconditions on the part of Tenant to be performed and observed shall be binding upon Tenant (and anyguarantor of Tenant) and Tenant’s legal representatives, successors and assigns and shall inure tothe benefit of Landlord and its legal representatives, successors and assigns.     8.6 Relationship of the Parties. Nothing herein shall be construed as creating therelationship between Landlord and Tenant of principal and agent, or of partners or joint venturers;it being understood and agreed that neither the manner of fixing rent, nor any other provision ofthis Lease, nor any act of the parties, shall ever be deemed to create any relationship betweenthem other than the relationship of landlord and tenant.     8.7 Estoppel Certificate. Within ten (10) days of either party’s request, Landlord andTenant agree, in favor of the other, to execute, acknowledge and deliver a statement in writingcertifying that this Lease is unmodified and in full force and effect (or, if there have been anymodifications that the same is in full force and effect as modified and stating the modifications),and the amount and dates to which the Annual Fixed Rent (and additional rent and all other charges)have been paid and any other information reasonably requested by the requesting party or Landlord’smortgagee. Both parties intend and agree that any such statement may be relied upon by anyprospective purchaser, mortgagee, or other person to whom the same is delivered. Tenantacknowledges that prompt execution and delivery of such statements, and all
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instruments referred toin Article X, constitute essential requirements of any financings or sales by Landlord.     8.8 Notice of Lease. Tenant may record, at its sole cost and expense, a notice of thisLease in form reasonably acceptable to Landlord.     8.9 Construction on Adjacent Premises. Landlord shall have the right, in connection withany development within or adjacent to the Building, to grant easements through the Building foraccess and egress to and from such development and for the installation, maintenance, repair,replacement or relocation of utilities serving such development and/or the Premises and for theinstallation, removal, maintenance, repair and replacement of windows and walkways related to suchdevelopment. Such right shall include the right to grant such easements through the Premises,provided that installations, replacements or relocations of utilities in the Premises shall beplaced above ceiling surfaces, below floor surfaces or within perimeter walls. This Lease shall besubject and subordinate to any easements so granted. Landlord and its agents, employees, licenseesand contractorsshall also have the right during any construction period for any such development to enter thePremises to undertake work pursuant to any easement granted pursuant to the above paragraph; toshore up the foundations and/or walls of the Premises and Building; to erect scaffolding andprotective barricades around the Premises or in other locations within or adjacent to the Building;and to do any other act necessary for the safety of the Premises or Building or the expeditiouscompletion of such construction. Landlord shall not be liable to Tenant for any compensation orreduction of rent by reason of inconvenience or annoyance or for loss of business resulting fromany act by Landlord pursuant to this Section. Landlord shall not unreasonably interfere with theconduct of Tenant’s business and shall minimize the extent and duration of any inconvenience,annoyance or disturbance to Tenant resulting from any work pursuant to this Section in or about thePremises or Building, consistent with accepted construction practice. It is not intended that theexercise of such rights will result in any substantial permanent reduction in the floor area of thePremises, but if any act by Landlord pursuant to this Section results in a permanent reduction inthe floor area of the Premises, Tenant shall be entitled to a proportional abatement of AnnualFixed Rent and additional rent. In no event shall any work performed by Landlord diminish or makeless convenient Tenant’s parking rights hereunder.     8.10 Tenant As Business Entity. If Tenant is a business entity, then the person or personsexecuting this Lease on behalf of Tenant jointly and severally warrant and represent that (a)Tenant is duly organized, validly existing and in good standing under the laws of the jurisdictionin which such entity was organized; (b) Tenant has the authority to own its property and to carryon its business as contemplated under this Lease; (c) Tenant is in compliance with all laws andorders of public authorities applicable to Tenant; (d) Tenant has duly executed and delivered thisLease; (e) the execution, delivery and performance by Tenant of this Lease (i) are within thepowers of Tenant, (ii) have been duly authorized by all requisite action, (iii) will not violateany provision of law or any order of any court or agency of government, or any agreement or otherinstrument to which Tenant is a party or by which it or any of its property is bound, and (iv) willnot result in the imposition of any lien or charge on any of Tenant’s property, except by theprovisions of this Lease; and (f) the Lease is a valid and binding obligation of Tenant enforceablein accordance with its terms. Simultaneously with the execution of the Lease, Tenant shall deliverto Landlord a certified copy of a resolution of Tenant’s directors, manager, or general partnerauthorizing the execution of this Lease or other evidence of such authority reasonably acceptableto Landlord.     8.11 Parking. During the Term, Tenant shall be permitted to use at no cost to Tenant thenumber of Parking Spaces set forth in Section 1.1 in the parking areas designated by Landlord foruse by Building tenants, subject to such reasonable terms, conditions and regulations as are fromtime to time applicable to authorized users of such parking areas. Such parking spaces shall beavailable for Tenant’s use on an unassigned, non-reserved basis.
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     8.12 Renewal Option. Provided no Event of Default exists, or any state of facts, which,with notice or the passage of time, or both, would constitute an Event of Default under this Lease,either at the time such option is exercised or at the time the Renewal Period commences, Landlordgrants Tenant the option (the “Renewal Option”) to extend this Lease with respect to all of thePremises for one (1) additional consecutive period of five (5) years (the “Renewal Period”). TheRenewal Option shall be exercised by Tenant delivering written notice to Landlord at least twelve(12) months prior to the Expiration Date of the initial Term.     The Rent for the Renewal Period (the “Renewal Rental Rate”) shall be the fair market rentalrate, which shall be the rental rate then being charged by landlords (including Landlord) in themarket area in which the Premises is located on new leases or on renewed leases to tenants of asimilar credit quality to Tenant for space of similar quality and size as the Premises, taking intoaccount all relevant factors, including without limitation, location, age, extent and quality ofthe Premises, length of term, amenities ofthe Premises, location, definition of net rentable area, and, if any, abatement provisionsreflecting free rent, improvement allowances, brokerage commissions and any other concessions whichwould be granted by Landlord or a comparable landlord.     Within thirty (30) days after Tenant’s exercise of the Renewal Option, Landlord shall notifyTenant in writing of the proposed Renewal Rental Rate as determined by the above formula. Tenantshall have ten (10) days from the receipt of Landlord’s notice (the “Outside Agreement Date”) toeither accept or dispute Landlord’s determination of the Renewal Rental Rate or cancel the exerciseof the Renewal Option. In the event that Tenant disputes Landlord’s determination, Tenant shall sonotify Landlord and each party shall make a separate determination of the Renewal Rental Rate whichshall be submitted to each other and to arbitration in accordance with the following procedure:          (i) Landlord and Tenant shall each circulate its determination of the Renewal Rental Rate and,within ten (10) business days of the Outside Agreement Date, appoint one arbitrator who shall, byprofession, be a current real estate broker or appraiser of comparable properties in the 495 Westsubmarket and who has been active in such field over the last five (5) years (a “QualifiedArbitrator”). The determination of the arbitrators shall be limited solely to the issue of whetherLandlord’s or Tenant’s submitted Renewal Rental Rate is the closest to the actual Renewal RentalRate as determined by the arbitrators.          (ii) The two Qualified Arbitrators so appointed shall within five (5) business days of thedate of the appointment of the last appointed Qualified Arbitrator agree upon and appoint a thirdQualified Arbitrator.          (iii) The three Qualified Arbitrators shall within fifteen (15) days of the appointment of thethird Qualified Arbitrator reach a decision as to whether the parties shall use Landlord’s orTenant’s submitted Renewal Rental Rate, and shall notify Landlord and Tenant thereof. The decisionof a majority of the three Qualified Arbitrators shall be binding upon Landlord and Tenant.          (iv) If either Landlord or Tenant fails to appoint a Qualified Arbitrator within ten (10)business days after the Outside Agreement Date, the Qualified Arbitrator appointed by one of themshall reach a decision, notify Landlord and Tenant thereof, and such Qualified Arbitrator’sdecision shall be binding upon Landlord and Tenant.          (v) If the two Qualified Arbitrators fail to agree upon and appoint a third QualifiedArbitrator, or both parties fail to appoint a Qualified Arbitrator, then the appointment of thethird Qualified Arbitrator or any Qualified Arbitrator shall be dismissed and the matter to bedecided shall be forthwith
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submitted to arbitration under the provisions of the AmericanArbitration Association, but subject to the instructions set forth in this Section 8.12.     Landlord and Tenant shall execute an amendment to this Lease within fifteen (15) days afterthe determination of the Renewal Rental Rate, which amendment shall set forth the extended Term andthe Renewal Rental Rate. Except for the change in the Rent, the Renewal Period shall be subject toall of the terms and conditions of this Lease.     Neither any option granted to Tenant in this Lease or in any collateral instrument to renew orextend the Term, nor the exercise of any such option by Tenant, shall prevent Landlord fromexercising any option or right granted or reserved to Landlord in this Lease or in any collateralinstrument or that Landlord may otherwise have, to terminate this Lease or any renewal or extensionof the Term either during the original Term or during the renewed or extended term. Any renewal orextension right granted to Tenant shall be personal to Tenant and may not be exercised by anyassignee, subtenant or legal representative of Tenant towhich Landlord’s consent was required with respect to the assignment, subletting or transferthereto. Any termination of this Lease shall serve to terminate any such renewal or extension ofthe Term, whether or not Tenant shall have exercised any option to renew or extend the Term. Nooption granted to Tenant to renew or extend the Term shall be deemed to give Tenant any furtheroption to renew or extend.     8.13 Expansion Option. After the Lease Commencement Date, provided Tenant is not indefault under this Lease beyond any applicable grace or cure period and that no event or conditionexists which with notice or the expiration of any grace period would constitute an Event of Defaultunder this Lease at the time the option may be exercised, and subject to those rights of othertenants of the Property existing as of the date hereof and set forth on Schedule 8.13attached hereto, Landlord shall provide Tenant with a written notice (an “Availability Notice”) ofany space in the Building becoming available for re-lease during the Term of this Lease (the“Expansion Space”).     (i) Such Availability Notice shall include (1) the date on which Tenant may occupy suchExpansion Space, (2) the Annual Fixed Rent for the Expansion Space (the “Expansion Space Rent”),which Expansion Space Rent shall be at a per square foot rate which is equal to the market rate ineffect for comparable space in the area of the Property at that time, (3) the term for theExpansion Space and (4) any other important terms upon which the Landlord is offering the ExpansionSpace.     (ii) In order to exercise its rights under this section, Tenant must give Landlord writtennotice of its election to accept the offer set forth in the Availability Notice (the “AcceptanceNotice”) within ten (10) days (the “Acceptance Period”) after receiving the Availability Notice.Notwithstanding the foregoing, if Tenant does not agree that the proposed Expansion Space Rent isthe market rental rate in effect for comparable space in the area of the Property at that time,Tenant shall notify Landlord in writing prior to the expiration of the Acceptance Period and insuch notice (1) shall appoint a Qualified Arbitrator and (2) shall include the QualifiedArbitrator’s determination of the Expansion Space Rent. Within three (3) business days of receiptof the notice from Tenant, Landlord shall appoint a second Qualified Arbitrator. Within three (3)business days of such appointment, the two Qualified Arbitrators will appoint a third QualifiedArbitrator. Within three (3) business days of the appointment of the third Qualified Arbitrator,the three Qualified Arbitrators shall reach a decision as to whether the parties shall useLandlord’s or Tenant’s submitted Expansion Space Rent, and shall notify Landlord and Tenant of suchdetermination. The decision of a majority of the three Qualified Arbitrators shall be binding uponLandlord and Tenant.     (iii) If Tenant timely accepts the Landlord’s offer in accordance with subsection (ii), thenTenant’s leasing of the Expansion Space shall be under all terms of this Lease other than asmodified by the offer, except that (a) the Annual Fixed Rent shall be as determined in accordancewith the provisions above, (b) the fraction used for Tenant’s Percentage Share shall be increasedproportionately to reflect the addition of
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the Expansion Space to the Premises, (c) if the term forthe Expansion Space would commence at a time when at least five (5) years remain on the Lease Termfor the initial Premises, the term for the Expansion Space shall be co-terminus with the initialPremises, and (d) Tenant shall be permitted to use an additional four (4) parking spaces for each1,000 square feet of Expansion Space. Furthermore, within fifteen (15) days after the delivery ofthe Acceptance Notice, the parties shall execute a written amendment to this Lease documenting theforegoing.     (iv) If Tenant fails to timely deliver the Acceptance Notice or refuses in writing the offercontained in the Availability Notice (other than the determination of the Expansion Space Rent asprovided for in subsection (ii)), Landlord shall have the right to lease the Expansion Space to anythird party tenant. Tenant’s rights under this Section 8.13 with respect to any other portion ofthe Expansion Space shall remain in full force and effect.     8.14 Exterior Signage. Subject to the City of Marlborough sign and zoning ordinance andother applicable laws, if any, Landlord grants Tenant the right to exterior building signage in theevent that Tenant (i) occupies more than fifty percent (50%) of the Building, (ii) is the largestspace user in the Building, or (iii) more than one (1) exterior Building sign is allowed byapplicable law. Tenant’s exterior building signage size shall be the maximum sign permitted byapplicable law with two (2) tenants in the Building. If at any time during the Lease Term, (a)Tenant does not occupy more than fifty percent (50%) of the Building and (b) is not the largestspace user in the Building and applicable laws do not permit more than one exterior building sign,then Landlord may revoke Tenant’s right to exterior building signage. Landlord may also revokeTenant’s right to exterior building signage if Tenant subleases more than fifty percent (50%) ofthe Premises.ARTICLE IXBROKERS     9.1 Brokers. Tenant and Landlord each represent and warrant to the other that it has notdealt with any broker other than the Brokers identified in Section 1.1, to whom Landlord shall paya commission pursuant to a separate written agreement, in connection with this Lease or thePremises and agrees to indemnify and save the other party harmless from all loss, claim, damage,cost or expense (including reasonable attorneys’ fees) arising from any breach of thisrepresentation and warranty by such party. The warranty, representation and indemnity in thisSection 9.1 shall survive the expiration or any earlier termination of this Lease.ARTICLE XLANDLORD’S FINANCING     10.1 Subordination and Superiority of Lease. Tenant agrees that this Lease and the rightsof Tenant hereunder will be subject and subordinate to the present or future lien of any mortgage(and at Landlord’s election, to the lien of any subordinate mortgage or mortgages) and to therights of any lessor under any ground or improvements lease of the Premises (collectively referredto in this Lease as a “mortgage” and the holder or lessor thereof from time to time as a“mortgagee”), and to all advances and interest thereunder and all modifications, renewals,extensions and consolidations thereof, and that Tenant shall attorn to any such mortgageesucceeding to Landlord’s interest in the Property by foreclosure, deed in lieu of foreclosure, orotherwise, promptly after the giving of notice by such mortgagee requiring such attornment, subjecthowever, to the mortgagee agreeing in writing that Tenant shall not be disturbed in its possessionupon Tenant’s attornment to such mortgagee as Landlord and performance of its Lease covenants (bothof which conditions Tenant agrees with all mortgagees to perform).Landlord shall use commercially
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reasonable efforts to cause the mortgagee of any mortgage to execute and deliver to Tenant anagreement to such effect on such mortgagee’s standard form. Tenant agrees that any mortgagee mayat its option unilaterally elect to subordinate, in whole or in part and by instrument in form andsubstance satisfactory to such mortgagee alone, the lien of its mortgage (or the priority of itsground lease) to some or all provisions of this Lease.     Tenant agrees that this Lease shall survive the merger of estates of ground (or improvements)lessor and lessee. Until a mortgagee (either superior or subordinate to this Lease) foreclosesLandlord’s equity of redemption (or terminates in the case of a ground or improvements lease), nomortgagee shall be liable for failure to perform any of Landlord’s obligations (and such mortgageeshall thereafter be liable only after it succeeds to and holds Landlord’s interest and then only aslimited herein). Any mortgagee (or any other successor to Landlord acquiring the Property byforeclosure, deed in lieu of foreclosure, or otherwise) shallnot be (i) liable for any previous act or omission of Landlord under the Lease; (ii) subjectto any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenantagainst Landlord; (iii) unless consented to by such mortgagee, bound by any previous amendment ormodification of the Lease or by any previous prepayment of more than one month’s payment of AnnualFixed Rent or additional rent; (iv) required to account for any security deposit of Tenant otherthan any security deposit actually delivered to such mortgagee by Landlord; (v) bound by anyobligation to make any payment to Tenant or grant any credits, except for services, repairs,maintenance and restoration provided for under the Lease to be performed by Landlord after the dateof such attornment; or (vi) responsible for any monies owing by Landlord to Tenant. Tenant shallgive notice of any alleged non-performance on the part of Landlord to any mortgagee of which Tenanthas notice, simultaneously with the default notice delivered to Landlord; and Tenant agrees thatsuch mortgagee shall have a separate, consecutive reasonable cure period of no less than 30 days(to be reasonably extended in the same manner Landlord’s 30 day cure period is to be extended)following Landlord’s cure period during which such mortgagee may, but need not, cure anynon-performance by Landlord. The agreements in this Lease with respect to the rights and powers ofa mortgagee constitute a continuing offer to any person which may be accepted by taking a mortgage(or entering into a ground or improvements lease) of the Premises.     10.2 Rent Assignment. If from time to time Landlord assigns this Lease or the rentspayable hereunder to any person, whether such assignment is conditional in nature or otherwise,such assignment shall not be deemed an assumption by the assignee of any obligations of Landlord;but the assignee shall be responsible only for non-performance of Landlord’s obligations whichoccur after it succeeds to and only while it holds Landlord’s interest in the Premises.     10.3 Other Instruments. The provisions of this Article shall be self-operative;nevertheless, Tenant agrees to execute, acknowledge and deliver any subordination, attornment orpriority agreements or other instruments conforming to the provisions of this Article (and beingotherwise commercially reasonable) from time to time requested by Landlord or any mortgagee infurtherance of the foregoing, and further agrees that its failure to do so within ten (10) daysafter written demand shall be subject to the default provisions of this Lease.SIGNATURES FOLLOW ON NEXT PAGE
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     WITNESS the execution hereof under seal as of the date first set forth above.         TENANT: NETEZZA CORP., a Delaware corporation             By: /s/ P.J. Scannell, Jr.             Name: P.J. Scannell, Jr.      Title: SVP + CFO           LANDLORD: NE WILLIAMS II, LLC,    a Delaware limited liability company             By: /s/ Joseph Versaggi             Name: Joseph Versaggi               Title: Vice President           
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APPENDIX APREMISES PLANSee attached plan.[Floor Plan]
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APPENDIX BWORK LETTER     THISWORK LETTER AGREEMENT (“Work Letter”) is entered into as ofthe ___ day of ___, 2008by and between NE WILLIAMS II, LLC (“Landlord”), and NETEZZA CORP. (“Tenant”).RECITALS     A. Concurrently with the execution of this Work Letter, Landlord and Tenant have entered intothe Lease covering certain Premises more particularly described in the Lease. All terms notdefined herein have the same meanings as set forth in the Lease.     B. In order to induce Tenant to enter into the Lease and in consideration of the mutualcovenants hereinafter contained, Landlord and Tenant agree as follows:     1. LANDLORD’S WORK. As used in the Lease and this Work Letter Agreement, the term“Landlord’s Work” means those items of general tenant improvement construction shown on the FinalPlans (described in Paragraph 4(b) below), including, but not limited to, partitioning, doors,ceilings, floor coverings, wall finishes (including paint and wall coverings), electrical(including lighting, switching, telephones, outlets, etc.), plumbing, heating, ventilating and airconditioning, fire protection, cabinets and other millwork and distribution of Building servicessuch as sprinkler and electrical service. All Landlord’s Work and components thereof shall at alltimes be and remain the sole property of Landlord.     Landlord, at its sole cost and expense, shall (a) demise the Premises in accordance with codeand (b) deliver the roof and HVAC system for the Building in good working order, which Landlordshall warrant for one year after the Lease Commencement Date.     2. CONSTRUCTION REPRESENTATIVES. Landlord appoints the following person(s) asLandlord’s representative (“Landlord’s Representative”) to act for Landlord in all matters coveredby this Work Letter:                         Tenant appoints the following person(s) as Tenant’s representative (“Tenant Representative”) to actfor Tenant in all matters covered by this Work Letter.                         All communications with respect to the matters covered by this Work Letter are to be made toLandlord’s Representative or Tenant’s Representative, as the case may be, in writing, in compliancewith the notice provisions of the Lease. Either party may change its representative under thisWork Letter at any time by written notice to the other party in compliance with the noticeprovisions of the Lease.     3. DESIGN AND CONSTRUCTION. All Landlord’s Work shall be performed by contractorsselected and engaged by Landlord. Landlord’s contractor shall competitively bid each trade to atleast three (3) qualified subcontractors. Tenant has engaged ID Group (the “Architect”) to designthe interior space of the Premises.
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     4. WORK SCHEDULE. Attached hereto as Schedule 1 is a schedule (the “WorkSchedule”) which sets forth the timetable for the planning and completion of the installation ofthe Landlord’s Work. The Work Schedule has been approved by both Landlord and Tenant.     5. TENANT IMPROVEMENT PLANS.     (a) Preparation of Final Plans. Attached hereto as Schedule 2 is apreliminary floor plan and outline specification (“the “Preliminary Plans”), which have beenapproved by both Landlord and Tenant. In accordance with the Work Schedule and the PreliminaryPlans, the Architect will prepare complete architectural plans and complete, fully-engineeredconstruction drawings and specifications for all of Landlord’s Work, including mechanical,electrical, plumbing and structural elements (collectively the “Final Plans”). The Final Planswill show: (i) the subdivision (including partitions and walls), layout, lighting, finish anddecoration work (including carpeting and other floor coverings) for the Premises; (ii) all internaland external communications and utility facilities which will require the installation of conduitsor other improvements from the base Building shell; and (iii) all other specifications forLandlord’s Work. The Final Plans will be submitted to Landlord for Landlord’s approval thereofwhich shall not be unreasonably withheld provided that the Final Plans are substantially inaccordance with the Preliminary Plans. Landlord agrees to advise Tenant in writing of anydisapproval of the Final Plans within five (5) business days of receipt thereof. If Landlord doesnot respond in writing within such five business day period, the Final Plans as presented shall bedeemed approved by Landlord. If Landlord in its reasonable discretion does not approve the FinalPlans, Tenant will then cause the Architect to redesign the Final Plans incorporating the revisionsreasonably requested by Landlord so as to make the Final Plans substantially consistent with thePreliminary Plans. Within ten (10) business days of Landlord’s approval (or deemed approval) ofthe Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”)of the cost of the Landlord’s Work, based on the Final Plans, that is in excess of the TenantImprovement Allowance (defined below) (“Excess Costs”). Tenant agrees to advise Landlord inwriting of any disapproval of the Excess Cost Summary, and the reasons therefor within five (5)business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s writtendisapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant.If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph,Tenant shall provide to Landlord a written explanation of the reason(s) for such disapprovalconcurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptlyrevised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanationas and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant.Tenant agrees to approve in writing the revised Excess Cost Summary within five business days ofits receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the ExcessCost Summary, the Excess Cost Summary shall be deemed approved by Tenant. Tenant’s approval of theExcess Cost Summary shall constitute Tenant’s agreement to pay Landlord the Excess Costs.     (b) Requirements of the Final Plans. The Final Plans will include locations andcomplete dimensions, and Landlord’s Work, as shown on the Final Plans, will: (i) be compatible withthe Building shell and with the design, construction and equipment of the Building; (ii) complywith all applicable laws, ordinances, rules and regulations of all governmental authorities havingjurisdiction, and all applicable insurance regulations; and (iii) be of a nature and qualityconsistent with the overall objectives of Landlord for the Building, as determined by Landlord inits reasonable but subjective discretion.     (c) Submittal of Final Plans. Once approved, the Architect will submit the FinalPlans to the appropriate governmental agencies for plan checking and the issuance of a buildingpermit. The Architect will make any changes to the Final Plans which are requested by theapplicable governmental authorities to obtain the building permit. Any changes requested bygovernmental authorities will be made only with the prior written approval of Landlord and Tenant,and only if Tenant agrees to pay any excess costs resulting from the design and/or construction ofsuch requested changes (the “Additional Costs”). Landlord shall revise the Excess Cost Summary byincreasing the Excess Costs by the amount of the Additional Costs resulting from plan modificationsrequired by any governmental authority. Tenant hereby acknowledges
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that any such changes will be subject to the terms of Section 6 below. Any Additional Costs are tobe paid by Tenant to Landlord within ten business days after receipt by Tenant of an invoice forsuch Additional Costs from Landlord.     6. PAYMENT FOR LANDLORD’S WORK.     (a) Tenant Improvement Allowance and Excess Costs. Landlord shall pay for Landlord’sWork up to a maximum of $22.50 per rentable square foot (the “Tenant Improvement Allowance”). TheTenant Improvement Allowance shall only be used for:(i) Payment to the Architect for all usual design and architectural fees, including,without limitation, all reasonable architectural and engineering costs of preparingthe Final Plans, including mechanical, electrical, plumbing and structural drawings,and all other aspects necessary to complete the Final Plans.(ii) Payment of plan check, permit and license fees relating to construction ofLandlord’s Work.(iii) Construction of Landlord’s Work, including, without limitation, the following:(A) Installation within the Premises of all partitioning, doors, floorcoverings, ceilings, wall coverings and painting, millwork and similar items;(B) All electrical wiring, lighting fixtures, outlets and switches, and otherelectrical work to be installed within the Premises;(C) The furnishing and installation of all duct work, terminal boxes,diffusers and accessories required for the completion of the heating,ventilation and air conditioning systems within the Premises, including thecost of meter and key control for after-hour air conditioning;(D) Any additional tenant requirements including, but not limited to, airquality control, special heating, ventilation and air conditioning, noise orvibration control or other special systems;(E) All fire and life safety control systems such as fire walls, sprinklers,fire alarms, including piping and wiring, installed within the Premises;(F) All plumbing, including fixtures and pipes, to be installed within thePremises;(G) Testing and inspection costs; and(H) Contractor’s fees, including, but not limited to, any fees based ongeneral conditions.(iv) All other out-of-pocket costs to be reasonably expended by Landlord in theconstruction of Landlord’s Work. Landlord shall not be entitled to charge anymanagement, inspection, project management or other fee in connection with theLandlord’s Work.In addition to the Tenant Improvement Allowance, Landlord shall also provide to Tenant anadditional allowance (the “Additional TI Allowance”) of up to $412,500.00 ($7.50 per rentablesquare foot) to be used toward Excess Costs. Such amount shall accrue interest at a rate of ninepercent (9%) per annum and the principal shall be amortized over the initial Lease Term. Paymentsof principal and interest with respect to the Additional TI Allowance shall be made on a monthlybasis and paid with payments of Fixed Rent. Any Excess Costs which are not being paid for by theAdditional TI Allowance are to be paid by Tenant to Landlord within thirty (30) days after receiptby Tenant of an invoice for such Excess Costs from Landlord.
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     (b) Changes. If, after the Final Plans and the Excess Costs Summary have beenapproved by Tenant, Tenant requests any changes or substitutions to the Final Plans or toLandlord’s Work during construction, Tenant shall complete a change order request form approved byLandlord and forward it to Landlord’s representative. All such changes shall be subject toLandlord’s prior written approval in accordance with Paragraph 11. Prior to commencing any change,Landlord shall prepare and deliver to Tenant, for Tenant’s approval, a change order setting forththe total cost of such change, which shall include associated architectural, engineering,construction contractor’s costs and fees, and completion schedule changes. If Tenant fails toapprove such change order within five business days after delivery by Landlord, Tenant shall bedeemed to have withdrawn the proposed change and Landlord shall not proceed to perform the change.Any additional costs related to such change are to be paid by Tenant to Landlord within ten daysafter receipt by Tenant of an invoice for such additional costs from Landlord.     (c) Payment of Excess Costs. Within fifteen days of Landlord’s request, Tenant shallpay to Landlord that portion of the Excess Costs payable with respect to each construction drawpresented by Landlord’s contractor based on the percentage that the Excess Costs bear to the totalcost of Landlord’s Work. Notwithstanding the foregoing, if the amount of the Excess Costs changesas a result of a change order, Tenant shall pay such increased amount within ten business days ofreceipt by Tenant of an invoice, together with reasonable supporting documentation, for suchincreased costs.     (d) Credit. Unless specifically set forth herein, Tenant shall not be entitled to anycredit for any portion of the Tenant Improvement Allowance which is not used.     7. CONSTRUCTION OF LANDLORD’S WORK. Until Tenant approves the Final Plans and theExcess Cost Summary, and all necessary permits have been obtained from the appropriate governmentalauthorities, Landlord will be under no obligation to cause the construction of any of Landlord’sWork. Once the foregoing conditions have been met, Landlord’s contractor will commence anddiligently proceed with the construction of the Landlord’s Work pursuant to the terms of a contractbetween Landlord and Landlord’s contractor calling for the completion of Landlord’s Work in a goodand workmanlike manner conforming to all applicable Legal Requirements, subject to Tenant Delays(as described in Paragraph 8 below) and Force Majeure Delays (as described in Paragraph 9 below).The costs of Landlord’s Work shall be paid as provided in Paragraphs 5 and 6 hereof. Constructioninspections will be made periodically by qualified Landlord employees or subcontractors and Tenantshall have the right to have qualified Tenant employees or subcontractors review compliance ofLandlord’s Work with the Final Plans.     8. TENANT DELAYS. For purposes of this Work Letter, “Tenant Delays” means any delayin the completion of the Landlord’s Work resulting from any or all of the following:(a) Tenant’s failure to timely perform any of its obligations pursuant to this Work Letter,including any failure to approve any item or complete, on or before the due date therefor,any action item which is Tenant’s responsibility pursuant to this Work Letter or the WorkSchedule;(b) Change orders requested by Tenant after approval of the Final Plans;(c) Any delay of Tenant in making payment to Landlord for any costs due from Tenant underthis Work Letter or the Lease; or(d) Any other act or failure to act by Tenant, Tenant’s employees, agents, architects,independent contractors, consultants and/or any other person performing or required toperform services on behalf of Tenant.     9. FORCE MAJEURE DELAYS. For purposes of the Work Letter, “Force Majeure Delays”means any and all causes beyond Landlord’s reasonable control, including, without limitation,delays caused by Tenant, governmental regulation, governmental restriction, strike, labor dispute,riot, accident, mechanical breakdown, shortages of or inability to obtain labor, fuel, steam,water, electricity or materials, acts of God, war, enemy action, civil commotion, fire or othercasualty.
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     10. APPROVALS. Whenever any party under this Work Letter must reasonably grant itsapproval such party shall also not unreasonably delay or condition its approval. Unless otherwiserequired by the terms of this Work Letter, any approval shall be deemed granted unless such partyresponds within seven days after its receipt of the items for which approval is sought.     11. LANDLORD’S APPROVAL. Landlord, in its sole discretion, may withhold its approvalof the Final Plans, change orders or other documents or plans that:     (a) Exceeds or adversely and unreasonably affects the structural integrity of the Building, orany part of the heating, ventilating, air conditioning, plumbing, mechanical, electrical,communication, or other systems of the Building;     (b) Is not approved by any Superior Mortgagee or Superior Lessee at the time the work isproposed;     (c) Would not be approved by a prudent owner of property similar to the Building;     (d) Violates any agreement which affects the Building or the Land or binds the Landlord;     (e) Landlord reasonably believes will reduce the market value of the Premises or the Buildingat the end of the Term of the Lease; or     (f) Does not conform to the applicable building code or is not approved by any governmental,quasi-governmental, or utility authority with jurisdiction over the Premises.     12. DEFAULTS BY TENANT. In the event of any default by Tenant with respect to any ofthe provisions of this Work Letter or any other agreement with Landlord relating to construction inor about the Premises, beyond notice and cure periods specified in the Lease, Landlord may, inaddition to exercising any other right or remedy Landlord may have, treat such default as a defaultby Tenant under the Lease and exercise any or all rights available under the Lease in connectiontherewith, including, if applicable, the right of termination. In the event of any suchtermination of the Lease by Landlord, Landlord may elect in its absolute discretion, with respectto any work performed by or on behalf of Tenant prior to the date of such termination, to either:(a) retain for its own use part or all of any such work, without compensation to Tenanttherefor;or(b) demolish or remove part or all of any such work and restore part or all of the Premisesto its condition prior to the initial tender of possession thereof to Tenant, in which eventTenant shall reimburse Landlord upon demand for all costs reasonably incurred by Landlord inconnection with such demolition, removal and/or restoration.**SIGNATURES FOLLOW ON NEXT PAGE**
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IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this Work Letter to be dulyexecuted by their duly authorized representatives as of the date of the Lease.     LANDLORD:   NE WILLIAMS II, LLC       By: /s/ Joseph Versaggi      Name: Joseph Versaggi    Title:   Vice President       TENANT:   NETEZZA CORP.       By: /s/ P.J. Scannell, Jr.      Name: P.J. Scannell, Jr.    Title:   SVP &CFO  
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APPENDIX CRULES AND REGULATIONS      The following Rules and Regulations constitute a part of the Lease and of Tenant’s obligationsthereunder in respect of Tenant’s use and occupancy of the Premises in the Building. In the eventof any direct conflict between the terms of these Rules and Regulations, as the same may beamended, and the terms and provisions of this Lease, the terms of the Lease shall control. Tenantacknowledges that these Rules and Regulations are intended to supplement the Lease. I. BUILDING HOURS     1.1 Except to the extent otherwise provided in this Lease, the Building is open from 8:00 a.m.to 6:00 p.m. Monday through Friday and 8:00 a.m. to 12:00 p.m. on Saturdays. The Building isclosed on Sundays and all national holidays.     1.2 If you wish to use the Building during other times, please obtain pass-cards forauthorized members of your staff from Landlord’s Managing Agent. As additional security, allpersons entering the Building after hours are required to sign in and out in a logbook provided forthat purpose.     1.3 If you will need after-hours heating or air conditioning services, please notifyLandlord’s Managing Agent by 3:00 p.m. on the previous working day. (These Building services areeither reduced or shut off completely when the Building is closed, except on Saturdays from8:00 a.m. to 12:00 p.m.) You will be charged for overtime use of the Building services.     1.4 You are advised, for the protection and safety of your personnel, to lock front doors atthe end of each working day. Front doors should also be locked whenever your receptionist leavesthe area.     1.5 If you have night-line telephone service, please submit a list of numbers and personnel toLandlord’s Managing Agent. This will enable the security guard to contact your office after6:00 p.m. on the occasions when visitors call after normal working hours.     1.6 If you wish to remove fixtures or materials from your premises after 6:00 p.m. or to havework performed after 6:00 p.m. by someone who does not have a Building pass, Landlord’s ManagingAgent must be notified.II. ELEVATORS, DELIVERIES AND PARKING     2.1 If you expect delivery of any bulky material, notify the Landlord’s Managing Agentreasonably in advance so that elevators may be scheduled and elevator pads may be installed. Thisprotects both your shipment and the elevators. For the convenience of all, elevators may not beused for deliveries during the peak traffic hours of 8:00 a.m. to 9:30 a.m.; 11:30 a.m. to1:30 p.m.; and 4:30 p.m. to 6:00 p.m.     2.2 All larger deliveries must be made from the designated Building loading dock area. Largedeliveries can be expedited by notifying Landlord’s Managing Agent twenty-four (24) hours inadvance. The receiving area can accommodate only certain types and sizes of vehicles. All handtrucks used for interior deliveries must be equipped with rubber bumpers and tires.
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     2.3 The loading dock may be used only for deliveries. No vehicles are allowed to stand orpark in this area after unloading nor are vehicles allowed to park at the loading dock for servicecalls. You should advise your vendors and suppliers of this rule. Any vehicles abusing the truckdock privileges are subject to being towed at the owner’s expense.III. GENERAL USE OF BUILDING AND PREMISES     3.1 Tenants are not permitted to place or store property on the sidewalks, passageways,parking areas or courtyards adjacent to the Building or in the elevators, vestibules, stairways, orcorridors (except as may be necessary for brief periods during deliveries).     3.2 No bicycles or animals may be brought into or kept in or about the Building or premises.     3.3 Rubbish, rags, sweepings, acid and any and all harmful or damaging substances may not bedeposited in the lavatories or in the janitor closets. Please make arrangements with Landlord’sManaging Agent for disposal of any unusual trash.     3.4 The Building is a “smoke-free” building; smoking is prohibited in the Building lobby andother common areas, all elevators, all rest rooms, the elevator lobby on each floor (even if suchfloor is occupied by only one tenant) and the parking garage.IV. REPAIRS AND SERVICES     4.1 You are responsible for all general repairs and maintenance of your Premises including,but not limited to, Tenant supplied supplementary air conditioning, exterior doors and exteriorsigns. All repairs, installations or alterations to the Building or its fixtures must first beapproved and scheduled by Landlord’s Managing Agent.     4.2 All requests for work to be done in your Premises by any of the Building Management Staffshould be directed to Landlord’s Managing Agent. Building employees are not permitted to performany work outside their regular duties except upon special instructions from Landlord’s ManagingAgent.     4.3 All schedules for the performance of your construction and repair work must be coordinatedby Landlord’s Managing Agent to avoid conflicts with various building construction and maintenanceschedules. Tenants must inform Landlord’s Managing Agent at least 72 hours before any work is tobegin, of the nature of the work, where and when it is to be performed, the name of the contractoror concern doing the work, and the name of the individual who will supervise the performance ofthe work. You will be required to obtain from the persons doing work, certificates of insurancecoverage, signed lien waivers, and payment and performance bonds in form and substance satisfactoryto Landlord. Work may not begin until such requirements have been satisfied.     4.4 Landlord shall purchase and install, at your expense, all lamps, tubes, bulbs, startersand ballasts.
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V. ELECTRICAL SYSTEM; ENERGY CONSERVATION     5.1 In order to assure that the Building’s electrical standards are not exceeded and to avertpossible adverse effect on the Building’s electrical system, you may not, without Landlord’s priorconsent, connect any fixtures, appliances or equipment to the Building’s electric distributionsystem other than standard office equipment, such as typewriters, pencil sharpeners, addingmachines, hand held or desk top calculators, dictaphones, office computers and copiers.     5.2 Notwithstanding anything to the contrary contained in the Lease, Landlord reserves theright to implement policies and procedures it deems, in its reasonable judgment, to be necessary orexpedient in order to conserve and/or preserve energy and related services, or to be necessary orrequired in order to comply with applicable government laws, rules, regulations, codes, orders andstandards.     5.3 The windows of the Building are designed for insulation and to reduce glare. Buildingstandard blinds or drapes contribute to the effectiveness of the Building’s heating and coolingsystems. You should keep the blinds or drapes closed when windows are exposed to the sun’s rays insummer and keep them open when the sun is bright enough to provide warmth during the winter months.VI. COOKING AND RELATED ACTIVITIES     6.1 You may not use or permit the use of any part of the Premises for the preparation ordispensing of food. You may, nevertheless, with Landlord’s prior written consent, which consentshall not be unreasonably withheld, install hot-cold water fountains, microwave ovens, coffeemakers and refrigerator-sink-stove combinations for the preparation of beverages and foods,provided that no cooking, frying, etc., are carried on that require special exhaust venting. TheBuilding contains no facilities to provide special venting.VII. LIFE SAFETY AND EMERGENCY PROCEDURES     7.1 In case of emergency situations such as power failure, water leaks or serious injury, callLandlord’s Managing Agent immediately. In case of fire or smoke, pull the nearest alarm (locatedon your floor) and then call Landlord’s Managing Agent.
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APPENDIX DFORM OF LETTER OF CREDIT[On Bank’s Letterhead]IRREVOCABLE LETTER OF CREDIT      [Date]