**Exhibit10.20**

** **

**LEASE**

**BETWEEN**

**Arturo J. Gutierrez and John A. Cataldo,**

**Trustees of Auburn-Oxford Trust**

**u/d/t dated October 19, 1983**

**and recorded with the**

**Middlesex South Registry of the Land Court**

**as Document No. 652932**

**AND**

**Zoran Corporation,**

**a Delaware corporation.**

**FOR**

** 54,736Square Feet**

**within One Wall Street**

**Burlington, Massachusetts**

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** **

**I N D E X**

 
| ARTICLE 1 - REFERENCE DATA              |   |                                           | 4      |   |
|-----------------------------------------|--------|------------------------------------------------|--------|--------|
|                                    |   |                                           |
| 1.1                                     |   | Subject Referred To                            | 4      |   |
| 1.2                                     |   | Exhibits                                       | 6      |   |
|                                    |   |                                           |   |   |
| ARTICLE 2 - PREMISES  AND TERM:         |   |                                           | 7      |   |
|                                    |   |                                           |   |   |
| 2.1                                     |   | Premises                                       | 7      |   |
| 2.2                                     |   | Term                                           | 7      |   |
|                                    |   |                                           |   |   |
| ARTICLE 3 -  CONSTRUCTION:              |   |                                           | 8      |   |
|                                    |   |                                           |
| 3.1                                     |   | Initial Construction                           | 8      |   |
| 3.2                                     |   | Preparation of Premises  for Occupancy         | 8      |   |
| 3.3                                     |   | General Provisions  Applicable to Construction | 9      |   |
| 3.4                                     |   | Representatives                                | 10     |   |
| 3.5                                     |   | Arbitration by Architects                      | 10     |   |
| 3.6                                     |   | Warranty of Landlord’s  Work              | 10     |   |
|                                    |   |                                           |   |   |
| ARTICLE 4 - RENT:                       |   |                                           | 11     |   |
|                                    |   |                                           |   |   |
| 4.1                                     |   | Rent                                           | 11     |   |
| 4.2                                     |   | Operating Cost  Escalation                     | 11     |   |
| 4.3                                     |   | Payments                                       | 19     |   |
|                                    |   |                                           |   |   |
| ARTICLE 5 - LANDLORD’S  COVENANTS: |   |                                           | 19     |   |
|                                    |   |                                           |   |   |
| 5.1                                     |   | Landlord’s Covenants  during the Term     | 19     |   |
| 5.2                                     |   | Interruptions                                  | 22     |   |
|                                    |   |                                           |   |   |
| ARTICLE 6 - TENANT’S  COVENANTS:   |   |                                           | 23     |   |
|                                    |   |                                           |   |   |
| 6.1                                     |   | Tenant’s Covenants  during the Term       | 23     |   |
|                                    |   |                                           |   |   |
| ARTICLE 7 - CASUALTY  AND TAKING:       |   |                                           | 31     |   |
|                                    |   |                                           |
| 7.1                                     |   | Casualty and Taking                            | 31     |   |
| 7.2                                     |   | Reservation of Award                           | 31     |   |
| 7.3                                     |   | Additional Casualty Provisions                 | 32     |   |
|                                         |        |                                                |        |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

** **

2

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** **

**I N D E X**

**(Continued)**
|                                   |   |                                         |   |   |
|-----------------------------------|--------|----------------------------------------------|--------|--------|
| ARTICLE 8 - RIGHTS OF  MORTGAGEE: |   |                                         | 33     |   |
|                              |   |                                         |   |   |
| 8.1                               |   | Priority of  Lease                           | 33     |   |
| 8.2                               |   | Limitation on  Mortgagee’s Liability    | 33     |   |
| 8.3                               |   | Mortgagee’s  Election                   | 33     |   |
| 8.4                               |   | No Prepayment or  Modification, etc.         | 33     |   |
| 8.5                               |   | No Release or  Termination                   | 34     |   |
| 8.6                               |   | Continuing Offer                             | 34     |   |
| 8.7                               |   | Mortgagee’s  Approval                   | 34     |   |
| 8.8                               |   | Submittal of  Financial Statement            | 35     |   |
|                              |   |                                         |   |   |
| ARTICLE 9 - DEFAULT:              |   |                                         | 35     |   |
|                              |   |                                         |   |   |
| 9.1                               |   | Events of  Default                           | 35     |   |
| 9.2                               |   | Tenant’s  Obligations After Termination | 36     |   |
|                              |   |                                         |   |   |
| ARTICLE 10 -  MISCELLANEOUS:      |   |                                         | 37     |   |
|                              |   |                                         |   |   |
| 10.1                              |   | Titles                                       | 37     |   |
| 10.2                              |   | Notice of Lease                              | 37     |   |
| 10.3                              |   | Relocation                                   | 37     |   |
| 10.4                              |   | Notices from One  Party to the Other         | 37     |   |
| 10.5                              |   | Bind and Inure                               | 38     |   |
| 10.6                              |   | No Surrender                                 | 38     |   |
| 10.7                              |   | No Waiver, etc.                              | 38     |   |
| 10.8                              |   | No Accord and  Satisfaction                  | 38     |   |
| 10.9                              |   | Cumulative  Remedies                         | 38     |   |
| 10.10                             |   | Partial  Invalidity                          | 39     |   |
| 10.11                             |   | Landlord’s Right  to Cure               | 39     |   |
| 10.12                             |   | Estoppel  Certificate                        | 40     |   |
| 10.13                             |   | Waiver of Subrogation                        | 40     |   |
| 10.14                             |   | Brokerage                                    | 40     |   |
| 10.15                             |   | Covenants  Independent                       | 40     |   |
| 10.16                             |   | Access                                       | 40     |   |
| 10.17                             |   | Entire Agreement                             | 41     |   |
| 10.18                             |   | Governing Law                                | 41     |   |
| 10.19                             |   | Additional  Representations                  | 41     |   |
| 10.20                             |   | Signage                                      | 41     |   |
|                              |   |                                         |   |   |
| ARTICLE 11 - SECURITY:            |   |                                         | 42     |   |
|                                   |        |                                              |        |        |  |  |  |  |  |  |  |  |

 

3

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Date of Lease Execution: February  8, 2007

 

REFERENCE DATA

1.1           SUBJECTS REFERRED TO:

Each reference in thisLease to any of the following subjects shall incorporate the data stated forthat subject in this Section 1.1.
| Landlord:                                      |   | Arturo J. Gutierrez and John A. Cataldo,          |
|------------------------------------------------|--------|---------------------------------------------------|
|                                           |   | as Trustees of Auburn-Oxford Trust u/d/t          |
|                                           |   | dated October 19, 1983 and recorded with          |
|                                           |   | Middlesex South Registry District of the          |
|                                           |   | Land Court as Document No. 652932                 |
|                                           |   |                                              |
| Managing Agent:                                |   | The Gutierrez Company                             |
|                                           |   |                                              |
| Landlord’s and Managing Agent’s      |   | Burlington Office Park                            |
| Address:                                       |   | One Wall Street                                   |
|                                           |   | Burlington, Massachusetts 01803                   |
|                                           |   |                                              |
| Landlord’s Representative:                |   | John A. Cataldo                                   |
|                                           |   |                                              |
| Tenant:                                        |   | Zoran Corporation, a Delaware corporation         |
|                                           |   |                                              |
| Tenant’s Address (for Notice &        |   |                                              |
| Billing):                                      |   | 1390 Kifer Road                                   |
|                                           |   | Sunyvale, CA 94086                                |
|                                           |   | Attn: Shungo Goto, Corporate Controller           |
|                                           |   |                                              |
| Tenant’s Representative:                  |   | Lori Johnson, Senior HR  Director            |
|                                           |   |                                              |
| Building:                                      |   | One Wall Street, Burlington, Massachusetts        |
|                                           |   |                                              |
| Premises:                                      |   | Entire third Floor and a portion of fourth        |
|                                           |   | Floor, as depicted on Exhibit A and subject  |
|                                           |   | to expansion under Exhibit L, and subject to |
|                                           |   | the exclusions set forth in Section 2.1.          |
|                                           |   |                                              |
| Rentable Floor Area of Tenant’s Premises: |   | 54,736 Rentable Square Feet.                      |
|                                           |   |                                              |
| Total Rentable Floor Area of the               |   |                                              |
| Building:                                      |   | 192,000 Rentable Square Feet                      |
|                                           |   |                                              |
| Scheduled Term Commencement Date:              |   | August 1, 2007                                    |

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| Term Commencement Date:                   |   | Per Section 2.2.                                           |
|-------------------------------------------|--------|------------------------------------------------------------|
|                                      |   |                                                       |
| Outside Delivery Date:                    |   | Per Section 3.2                                            |
|                                      |   |                                                       |
| Term Expiration Date:                     |   | The last day of the tenth (10th) Year (as                  |
|                                      |   | defined below) following the Term                          |
|                                      |   | Commencement Date, subject to extension                    |
|                                      |   | in accordance with Exhibit F or earlier                    |
|                                      |   | termination pursuant to Exhibit K.                         |
|                                      |   |                                                       |
|                                      |   |                                                       |
| Term:                                     |   | The **“Initial Term”**  shall mean the period of |
|                                      |   | approximately ten (10) years commencing                    |
|                                      |   | on the Term Commencement Date and                          |
|                                      |   | ending on the original Term Expiration                     |
|                                      |   | Date.  The  Initial Term is subject to                |
|                                      |   | extension in accordance with Exhibit F or                  |
|                                      |   | earlier termination pursuant to Exhibit K.                 |
|                                      |   | The Initial Term, as the same may be                       |
|                                      |   | extended or earlier terminated herein, is                  |
|                                      |   | referred to as the **“Term”**.                   |
|                                      |   |                                                       |
| Rent Commencement Date:                   |   | The date that is the later of  (i) November 1,   |
|                                      |   | 2007, or (ii) the date ninety (90) days after         |
|                                      |   | the Term Commencement Date.                                |
|                                      |   |                                                       |
| Fixed Rent (excludes tenant electricity): |   | Years 1 - 3: $1,231,560.00/Year;                           |
|                                      |   | $102,630.00/Month;                                         |
|                                      |   | $22.50/RSF                                                 |
|                                      |   | (subject, however, to Section 4.1)                         |
|                                      |   |                                                       |
|                                      |   | Years 4-7: $1,286,296.00/Year;                             |
|                                      |   | $107,191.33/Month;                                         |
|                                      |   | $23.50/RSF                                                 |
|                                      |   |                                                       |
|                                      |   | Years 8-10: $1,341,032.00/Year;                            |
|                                      |   | $111,752.67/Month;                                         |
|                                      |   | $24.50/RSF                                                 |
|                                      |   |                                                       |
|                                      |   | As used herein, the first **“Year”**  shall      |
|                                      |   | commence on the Term Commencement                          |
|                                      |   | Date and (if such date does not occur on the               |
|                                      |   | first day of the month) shall include the                  |
|                                      |   | balance of any partial calendar month in                   |
|                                      |   | which the first anniversary of the Term                    |
|                                      |   | Commencement Date occurs, and each                         |

 

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|                                                 |   | subsequent Year shall mean each successive                                          |
|-------------------------------------------------|--------|-------------------------------------------------------------------------------------|
|                                            |   | twelve (12) calendar month period thereafter.                                       |
|                                            |   |                                                                                |
| Estimated Cost of Electrical Service to         |   |                                                                                |
| Tenant’s Space (Excluded from Fixed Rent): |   | $1.00 per rentable square foot  -                                              |
|                                            |   | Payable by Tenant pursuant to Exhibit D,                                            |
|                                            |   | Paragraph IX                                                                        |
|                                            |   |                                                                                |
| Base Year Operating Costs:                      |   | The amount of Operating Costs for the                                               |
|                                            |   | calendar year ending December 31, 2008                                              |
|                                            |   | **(the “Base Year”)**, grossed up  to reflect                             |
|                                            |   | 95% occupancy in accordance with                                                    |
|                                            |   | Section 4.2.                                                                   |
|                                            |   |                                                                                |
| Security Deposit:                               |   | $102,630.00 per Article 11 hereof.                                                  |
|                                            |   |                                                                                |
| Guarantor:                                      |   | None                                                                                |
|                                            |   |                                                                                |
| Permitted Uses:                                 |   | General Office, Computer Laboratory,                                                |
|                                            |   | Research and Development, and shipping                                              |
|                                            |   | and receiving, and other lawful uses that are                                       |
|                                            |   | ancillary and accessory thereto                                                     |
|                                            |   |                                                                                |
| Real Estate Broker(s):                          |   | Richards, Barry Joyce & Partners, LLC and                                       |
|                                            |   | Studley, Inc.                                                                       |
|                                            |   |                                                                                |
| Public Liability Insurance -                    |   |                                                                                |
| Bodily Injury and Property Damage:              |   | Each Occurrence: $1,000,000                                                         |
|                                            |   |             Aggregate: $2,000,000 |
|                                            |   |                                                                                |
| Special Provisions:                             |   | Option to Extend (per Exhibit F)                                                    |
|                                            |   | Rent Abatement (per Section 4.1)                                                    |
|                                            |   | Right to Terminate (per Exhibit K)                                                  |
|                                            |   | Right of First Refusal (per Exhibit L)                                              |

 

1.2           EXHIBITS

The Exhibits listed below in this Section areincorporated in this Lease by reference and are to be construed as part of thisLease:
| EXHIBIT A   | Plan Showing Tenant’s Space                                      |
|-------------|-----------------------------------------------------------------------|
| EXHIBIT B   | Estoppel Certificate                                                  |
| EXHIBIT C   | Preliminary Plans and Outline Specifications of  Landlord’s Work |
| EXHIBIT C-1 | List of Landlord’s Work (Base Building)                          |
| EXHIBIT C-2 | Additional Work                                                       |

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| EXHIBIT C-3 | Zoran Relocation Project Schedule |
|-------------|-----------------------------------|
| EXHIBIT D   | Landlord’s Services          |
| EXHIBIT E   | Rules and Regulations             |
| EXHIBIT F   | Option to Extend                  |
| EXHIBIT G   | Notice of Lease                   |
| EXHIBIT H   | Definition of Market Rent         |
| EXHIBIT I   | Letter of Credit Form             |
| EXHIBIT J   | Form of SNDA                      |
| EXHIBIT K   | Right to Terminate                |
| EXHIBIT L   | Right of First Refusal            |

** **

7

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** **

**ARTICLE 2**

**PREMISESAND TERM**

 

2.1           PREMISES

Subject to and with the benefit of the provisions ofthis Lease, Landlord hereby leases to Tenant, and Tenant leases from Landlord,the Premises.  The Premises exclude theexterior faces of exterior walls, the common facilities area and buildingservice fixtures and equipment serving exclusively or in common other parts ofthe Building.

Tenant shall have, as appurtenant to the Premises, theright to use in common with others entitled thereto, subject to reasonablerules of general applicability to tenants of the Building from time to timemade by Landlord of which Tenant is given notice (provided such reasonablerules do not materially increase Tenant’s obligations or diminish Tenant’srights under this Lease):  (a) the commonareas and  facilities included in theBuilding or on the parcel of land (the “**Lot**”) on whichthe Building is located, including, without limitation, a fitness center,locker rooms (including shower facilities) and a cafeteria, and withinBurlington Office Park I (the “**Park**”) and allmeans of access to and from the Premises and the Building to the common areasand facilities, including without limitation the service, loading and parkingareas (i.e., having a ratio of approximately 3.0 cars per 1,000 rentable squarefeet), all sidewalks, roads, driveways and the like, to the extent from time totime designated by Landlord; and (b) the Building service fixtures andequipment serving the Premises.  Withoutlimiting the generality of the foregoing, Tenant may use the internal buildingfire stairs for access to and from the floors on which the Premises are locatedand (subject to the provisions of Article 3) may install, at Tenant’s solecost, security access equipment to permit entry by its employees from the firestairs into the Premises, subject to Landlord’s reasonable approval.

Landlord reserves the right from time to time, withoutunreasonable interference with Tenant’s occupancy and use of the Premises oruse of the common areas and facilities of the Building and the Park, (a) toinstall, repair, replace, use, maintain and relocate for service to thePremises and to other parts of the Building or either, building servicefixtures and equipment wherever located in the Building, and (b) to alter orrelocate any other common facility provided that substitutions aresubstantially equivalent or better.  Landlord’sexercise of the foregoing rights shall not materially increase Tenant’sobligations or diminish Tenant’s rights hereunder, or materially interfere withTenant’s parking rights.

2.2           TERM

To have and to hold for a period (the “**Term**”) commencing two (2) business days after the Premisesare Ready for Occupancy as provided in Section 3.2 (said date being hereafterreferred to as the “**Commencement Date**”or the “**Term Commencement Date**”) and continuinguntil the Term Expiration Date, unless sooner terminated as provided in Section3.2, Section 7.1, Article 9, or in Exhibit K, or extended as provided inExhibit F.  Notwithstanding anything tothe contrary contained in this Lease, in no event shall Tenant be obligated topay Fixed Rent prior to the Rent Commencement Date, even if the Commencement Datehas occurred prior to the Scheduled Term Commencement Date.

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** **

**ARTICLE 3**

**CONSTRUCTION**

 

3.1           INITIAL CONSTRUCTION

Landlord shall, at its sole cost and expense, cause(a) certain leasehold improvements to be substantially completed in thePremises in accordance with the preliminary plans and outline specifications,which plans and specifications are attached hereto as Exhibit C and made a parthereof and (b) certain other improvements to be made as set forth in ExhibitC-1 attached hereto and made a part hereof (collectively, all such work underclauses (a) and (b) is referred to herein as “**Landlord’sWork**”) prior to the Scheduled Term Commencement Date set forth inSection 1.1 hereof.  All of the Landlord’sWork shall be performed by Landlord’s general contractor, GutierrezConstruction Co., Inc. (“**GCCI**”).  Any additional work beyond the Landlord’sWork (“**Additional Work**”) requested by Tenantshall be performed by Landlord, at Tenant’s expense, in an amount equal to theincremental additional direct cost to GCCI of the Additional Work (exclusive ofany GCCI fees or general conditions) plus a mark-up of six (6%) percent of suchdirect cost.  In no event shall anyAdditional Work be a condition of substantial completion of Landlord’s Work ashereafter provided in Section 3.2, to the extent the same would delay theschedule for completing Landlord’s Work. Landlord acknowledges that (i) Tenant may include one or more of theitems of Additional Work listed on Exhibit C-2 attached hereto, (ii) that thesame shall not delay the schedule, provided that Landlord is notified inwriting on or before the Tenant’s Plan Submission Deadline which item(s) Tenantwishes to include and provides Landlord all relevant necessary informationrelating thereto prior to such time and (iii) that the same may remain in thePremises at the expiration or earlier termination of the Term.

In connection therewith, ADD Inc. (“Tenant’s Architect”)shall, on Tenant’s behalf and at Tenant’s expense but subject to the allowanceset forth below, prepare a set of design development control documents (asdescribed hereafter) (the “**Tenant’s Plans**”)incorporating the preliminary plans and specifications attached hereto asExhibit C for Landlord’s review and approval on or before March 19, 2007(the “**Tenant’s Plan Submission Deadline**”).  The parties shall review and approve Tenant’sPlans, each acting diligently and in good faith, and shall initial thedevelopment control plans upon approval by both parties.  Landlord’s review and approval of Tenant’s Plansshall not be unreasonably withheld, conditioned or delayed, and Landlord shallprovide comments on or an approval of Tenant’s Plans within five (5) businessdays after the date that such Tenant’s Plans are first submitted to Landlordfor Landlord’s review and approval and within three (3) business days after thedate that any revisions to Tenant’s Plans are submitted to Landlord forLandlord’s review and approval.  Landlord’sfailure to provide comments within such time periods shall be deemed Landlord’sapproval of Tenant’s Plans.  Landlordhereby agrees to provide Tenant with an allowance equal to $21,500 to beapplied by Tenant towards the cost of having Tenant’s Architect prepare andcomplete the Tenant’s Plans.  Suchreimbursement shall be made by Landlord to Tenant within 20 days after receiptof an invoice therefore containing reasonable back-up documentation evidencingsame.  Upon final approval of Tenant’sPlans, Landlord shall, at its expense, utilize the final, approved Tenant’sPlans to produce the final set of construction plans and specificationsnecessary to price the cost of Landlord’s Work (collectively, the “**Construction Documents**”), which shall be

9

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consistentin all respects with the final approved Tenant’s Plans.  Landlord shall provide Tenant with copies ofthe complete set of the Construction Document promptly upon completion thereoffor Tenant’s review and approval, and Tenant shall provide any comments on theConstruction Documents within five (5) business days after the date that suchConstruction Documents are first submitted to Tenant for Tenant’s review andapproval and within three (3) business days after the date that any revisionsto the Construction Documents are submitted to Tenant for Tenant’s review andapproval.  Any failure by Tenant toprovide comments within such time periods shall be deemed to be a TenantDelay.  The final, approved ConstructionDocuments shall replace the preliminary set of plans and outline specificationsattached hereto as Exhibit C, whereupon said final set of ConstructionDocuments shall be known and referred to hereunder as the “**Landlord’sPlans**.”  Tenant may thereaftersubmit change orders to the Landlord’s Plans, which Landlord shall review andapprove in accordance with the foregoing procedures (i.e., within five (5)business days for any submission and three (3) business days for anyrevisions), and Landlord’s response shall advise Tenant of any anticipated costincreases (or decreases in which case an appropriate credit shall be given toTenant) or Tenant Delay associated with such change order.  Landlord shall not charge any costs to Tenantfor the review of plans or management or oversight of the design process.

All Tenant improvements, changes and additions shallbe part of the Premises and shall remain therein at the end of the Term, exceptthat Tenant’s business fixtures, equipment and personal property (which shallinclude, without limitation, Tenant’s demountable partitions, businessequipment, and telephone or computer systems, but exclude telephone andcomputer systems wiring) shall remain the property of Tenant and shall beremoved at the expiration of the Term. Tenant agrees to repair, at its sole cost and expense, any damage to thePremises caused by any such removal by Tenant in accordance with thisparagraph.

3.2           PREPARATION OF PREMISES FOROCCUPANCY

Landlord agrees to use reasonable good faith effortsto have the Premises Ready for Occupancy on or before the Scheduled TermCommencement Date, which shall, however, be extended for a period equal to thatof any delays due to (i) Acts of God, (ii) changes in governmental regulations,(iii) casualty, (iv) strike or other such labor difficulties, (v) unusualweather conditions, (vi) unusual scarcity of or inability to obtain supplies, partsor employees to furnish such services, or (vii) other acts reasonably beyondLandlord’s, Tenant’s or GCCI’s (or its subcontractor’s) reasonable control, butin no event shall the term include economic or financing difficulties orfailure by GCCI or its subcontractors to perform its obligations in a timelymanner except to the extent caused by any of the foregoing (i) — (vii) above(each, a “**Force Majeure Delay**”), or any TenantDelay.  Landlord acknowledges its soleresponsibility for causing the existing tenant (Cooper) on the 3rd floor tovacate such space in order to perform the Landlord’s Work by the Scheduled TermCommencement Date, and any delay in such tenant’s departure shall not be deemeda Force Majeure Delay.  Landlord shallpromptly notify Tenant of the occurrence of any Force Majeure Delay or TenantDelay.  For purposes of this Lease, a “**Tenant Delay**” shall mean any one of the following:  (i) changes requested by Tenant to Landlord’sPlans to the extent such changes actually delay the date on which the Premisesshall be deemed Ready for Occupancy (as defined below); (ii) Tenant’s failureto comply with any of its obligations under this Lease, including a delay withoutlimitation in providing the

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Tenant’sPlans to Landlord, provided such failure delays the completion of Landlord’sWork; (iii) a written request by Tenant to stop work, or (iv) the specificationof any materials or equipment comprising the Landlord’s Work with lead timesthat, given the Tenant’s Plan Submission Deadline, make it unreasonable forLandlord to substantially complete Landlord’s Work by the Scheduled TermCommencement Date provided that Landlord notifies Tenant of the expected delaydue to such long-lead items in its approval of Tenant’s Plans.

The Premises shall be deemed ready for occupancy (“**Ready for Occupancy**”) on the earlier of:

(a)                                  thedate on which Tenant occupies all of the Premises for its operations for theregular conduct of its business (which shall not be deemed to have occurred byvirtue of Tenant’s installation or testing of computers, equipment, furniture,or other personal property); or

(b)                                 thedate on which all of the following have occurred:  (i) the Landlord’s Work is substantiallycompleted in compliance with Landlord’s Plans as certified by Landlord’scontractor and architect, except for punch list items which do not interferewith Tenant’s use of the Premises for its operations, and Landlord has obtaineda Certificate of Occupancy (temporary or final) for the Premises and hasprovided Tenant with a copy thereof; provided, however, that if Landlord isunable to substantially complete construction by the Scheduled TermCommencement Date due to any Tenant Delay, then the Premises shall be deemedsubstantially completed on the date the Premises would have been completed, butfor a Tenant Delay, subject to Tenant’s right to dispute the same ashereinafter provided; (ii) Landlord has delivered legal possession of thePremises and the Landlord’s Work to Tenant, with the Building, Premises andexterior areas in good operating condition and free and clear of debris andready for Tenant’s use and occupancy; (iii) Tenant has had a reasonable periodof time (consistent with the periods of time more particularly set forth in theZoran Relocation Project Schedule on the attached Exhibit C-3) for earlyaccess to the Premises prior to the Commencement Date for the purposes setforth in the next grammatical paragraph below; and (iv) Landlord has obtainedall approvals and permits from the appropriate governmental authoritiesrequired for the legal occupancy of the Premises and the Landlord’s Work.  Landlord and Tenant acknowledge and agreethat the schematic plans attached hereto as Exhibit C shall be deemed replacedby final plans and construction documents when finally approved by Landlord andTenant pursuant to Section 3.1.

During the construction period, Landlord shall holdweekly job meetings with GCCI and Tenant may have one or more representativespresent at such meetings.  Tenant(including its contractors, agents or employees) shall have access to thePremises prior to the Commencement Date for purposes of telephone/data cabling,installation of security systems, installation of modular furniture, computerequipment and related data center equipment, wiring, and other purposesreasonably approved by Landlord, provided that (i) Tenant’s contractors,agents or employees work in a harmonious labor relationship with GCCI, (ii)reasonable prior notice is

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given to GCCI (if such entry is not made in accordancewith the Zoran Relocation Project Schedule), and (iii) no work, as reasonablydetermined by Landlord, shall be done or fixtures or equipment installed byTenant in such manner as to unreasonably interfere with any work being done byor for Landlord on the Premises.  Duringthe period of such entry into the Premises by Tenant prior to the CommencementDate, no Fixed Rent, additional rent or other charges shall accrue or bepayable, but otherwise such entry by Tenant shall be subject to all the terms,covenants and conditions contained in this Lease, other than terms that areinapplicable to or inconsistent with a non-exclusive entry into the Premises byTenant for the foregoing installation and set-up purposes.

Ifthe Premises are not Ready for Occupancy on or before the Outside Delivery Date(as defined below) for whatever reason, Tenant may (i) cancel this Lease at anytime thereafter while the Premises are not deemed Ready for Occupancy by givingnotice to Landlord of such cancellation which shall be effective ten (10) daysafter such notice, unless within such ten (10) day period Landlord delivers thePremises Ready for Occupancy, in which event such notice of cancellation shallbe rendered null and void and of no further force or effect, or (ii) enforceLandlord’s covenants to construct the Premises in accordance with the terms ofthis Lease.  In the event the Premisesare not Ready for Occupancy on or before the Outside Delivery Date and theparties mutually agree on a revised schedule for Landlord to substantiallycomplete Landlord’s Work by a revised Outside Delivery Date, then Tenant shallalso have the right to terminate this Lease if Landlord fails to substantiallycomplete the Premises within such additional period of time.  In the event Landlord’s Work is notsubstantially completed on or before such date which is thirty (30) days beyondthe Scheduled Term Commencement Date (as extended for the period of any TenantDelay and/or Force Majeure Delay), then the Fixed Rent shall be abated by oneday after the Rent Commencement Date for each day of such delay beyondexpiration of said thirty (30) day period. The foregoing rights shall be the Tenant’s sole remedy at law or inequity for Landlord’s failure to have the Premises Ready for Occupancy asrequired hereunder.

For purposes hereof, the “Outside Delivery Date” shallbe deemed to refer to that certain date which is sixty (60) days following theScheduled Term Commencement Date, as such date may be extended for a periodequal to that of (i) any Force Majeure Delay (not to exceed a total of sixty(60) days), or (ii) the number of days of any Tenant Delay.

Landlord and Tenant agree to resolve any disputesunder this Article 3 pursuant to the provisions of Article 3.5 hereof, unlessthe parties agree otherwise.

3.3           GENERAL PROVISIONS APPLICABLE TOCONSTRUCTION

All construction work required or permitted by thisLease, whether by Landlord or by Tenant, shall be done in a good andworkmanlike manner and in compliance with all applicable laws and all lawfulordinances, regulations and orders of governmental authority and insurers ofthe Building.  Either party may inspectthe work of the other at reasonable times. Landlord and Tenant shall perform a walk-through of the Premises at amutually convenient time prior to the substantial completion date, and Landlordshall promptly thereafter provide Tenant with a draft punchlist for review andcomment.  Tenant shall give Landlordnotice of any incomplete or defective items in the Landlord’s Work that areobserved by Tenant (including, without

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limitation,punch list items, which shall be added to Landlord’s punchlist) within thirty(30) days after the Commencement Date, and Landlord shall diligently cause suchitems to be completed within thirty (30) days after such notice.  If Tenant shall not have identified anyuncompleted items within thirty (30) days after receipt of a certificate by alicensed architect or registered engineer (as to either, not affiliated withLandlord) stating that all required work has been completed, such certificateshall be conclusive evidence that Landlord has performed all such obligationsexcept for items stated in such certificate to be incomplete or not inconformity with such requirements, and punch list items of which Tenant hasnotified Landlord and Landlord has not yet completed.  Tenant shall give notice to Landlord of anyother incomplete or defective items thereafter observed no later than the endof the standard one-year warranty period for Landlord’s Work under Landlord’sconstruction contract with GCCI, and after receipt of such notice Landlordshall diligently cause any such items to be corrected in accordance withSection 3.6.

3.4           REPRESENTATIVES

Each party authorizes the other to rely in connectionwith their respective rights and obligations under this Article 3 upon approvaland other actions on the party’s behalf by Landlord’s Representative in thecase of Landlord or Tenant’s Representative in the case of Tenant or by anyperson designated in substitution or addition by notice to the party relying.

3.5        ARBITRATION BYARCHITECTS

Whenever there isa disagreement between the parties with respect to construction by Landlord ofLandlord’s Work, such disagreement shall be definitively determined by thefollowing procedure: Each of Landlord and Tenant shall appoint one (1)architect, such two (2) architects will then (within five (5) days of theirappointment) appoint a third architect licensed in the Commonwealth ofMassachusetts with not less than ten (10) years experience.  Each architect shall establish within ten(10) days of their appointment the matter in dispute.  In case of any dispute with respect to dollaramounts or lengths of time or dates such as the date of Substantial Completion,the dollar amount or length of time or date shall be the average of the twoclosest determinations by the three (3) architects, with the determination ofthe architect which was not closest to another architects’ determinationexcluded from such calculation.  In caseof any dispute not involving dollar amounts or lengths of time or dates (i.e.the approval of plans) the determination by at least two (2) of the three (3)architects shall be required in order to resolve the matter in dispute.  Landlord and Tenant shall each bear the costof the architect selected by them respectively and shall share equally the costof the third architect.  During sucharbitration period, the parties agree to cooperate with one another so as toproceed with construction and with their respective obligations hereunder in a timelymanner.  Each determination under thisSection 3.5 shall be binding upon Landlord and Tenant.

3.6                       WARRANTYOF LANDLORD’S WORK

Notwithstandinganything to the contrary contained in this Lease, Landlord hereby warrants andguarantees, at Landlord’s sole cost and expense, that the Landlord’s Work shallbe free from defects in workmanship and materials for a period of one (1) yearafter the Term

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CommencementDate.  Upon expiration of said one (1)year period, Landlord shall assign to Tenant any and all warranties andguarantees with respect to Landlord’s Work and, to the extent that any suchwarranties and guarantees are not assignable, Landlord agrees to enforce thesame for the benefit of Tenant, at Tenant’s sole cost and expense.  Tenant shall not be responsible to pay forany such warranties of less than one (1) year duration or enforcement byLandlord against its own employees or against Gutierrez Construction Co., Inc.,or against any of its other affiliates (including their respective employees).  Landlord agrees to repair, at its sole costand expense, any latent defects in Landlord’s Work promptly after receipt ofnotice therefrom from Tenant, provided that such notice from Tenant is receivedby Landlord within said one (1) year period. In connection therewith, Tenant shall notify Landlord promptly after itbecomes aware of any such defects.  Anyrepairs or replacements or alterations to Landlord’s Work after said initialone (1) year period shall be chargeable to Tenant in accordance with and subjectto the provisions of Section 4.2 hereof.

**ARTICLE 4**

**RENT**

 

4.1           RENT

Tenant agrees to pay, without any offset or reductionwhatever, Fixed Rent equal to 1/12th of the annual Fixed Rent set forth inSection 1.1 hereof in equal installments in advance on or before the first dayof each calendar month included in the Term; and for any portion of a calendarmonth at the beginning or end of the Term, at the rate payable for such portionin advance.  The term “**Rent**” shall at all times be used herein to mean Fixed Rentplus additional rent or other sums of money payable under the Lease (including,without limitation, Section 4.2 hereof and electricity pursuant to Exhibit D,Paragraph IX hereof).

Notwithstanding the foregoing and anything to thecontrary in Section 1.1, (a) no monthly Fixed Rent shall be due forthe Premises from and after the Term Commencement Date through the dayimmediately preceding the Rent Commencement Date (the “**Free RentPeriod**”) (b) during the Free Rent Period, Tenant shall pay toLandlord additional rent equal to (i) the costs of electricity used in thePremises under Exhibit D, paragraph IX, during the Free Rent Period, plus(ii) the costs of supplying HVAC and cleaning services to the Premisesduring the Free Rent Period [as set forth on Exhibit D], currently estimated at$.42/RSF per month for the items referenced in clauses (i) and (ii) above and(c) Tenant’s obligation to pay Fixed Rent shall be phased in at thefollowing rates, regardless of Tenant’s occupancy of space:

Year 1(for the portion of Year 1 following the Rent Commencement Date):

$900,000/Year;$75,000/Month; $22.50/RFF based on 40,000 RSF

 

Year 2:                    $1,012,500.00/Year;$84,375.00/Month; $22.50 based on 45,000 RSF

Year 3:                    $1,231,560.00/Year;$102,630.00/Month; $22.50/RSF based on 54,736

If Tenant shall at any time during the Free Rent Periodmaterially default under this

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Leasebeyond any applicable notice and cure period, then Tenant’s abatement hereundershall cease and Tenant shall immediately pay to Landlord all sums abatedhereunder.

4.2                                                         OPERATINGCOST ESCALATION

With respect to each Fiscal Year (as defined below) ofthe Term commencing on or after January 1, 2009, Tenant shall pay to Landlord,as additional rent, Tenant’s share of the Operating Cost Escalation (as definedbelow), if any, on or before the thirtieth (30th) day following receipt by Tenant ofLandlord’s Statement (as defined below). As soon as practicable after the end of each such Fiscal Year during theTerm and after Lease termination, Landlord shall render a statement (“**Landlord’s Statement**”) in reasonable detail and according tousual accounting practices certified by Landlord and showing for the precedingFiscal Year or fraction thereof, as the case may be, Landlord’s Operating Costs(as defined below) and Tenant’s share of the Operating Cost Escalation.

“**Landlord’s Operating Costs**”shall include all commercially reasonable expenses of operating, repairing, andmaintaining the Building and the Lot, including without limitation:  real estate taxes on the Building and Lot;installments and interest on assessments levied on the Building or Lot forpublic betterments or public improvements; expenses of any proceedings forabatement of taxes and assessments with respect to any Fiscal Year or fractionof a Fiscal Year; premiums for insurance in commercially reasonable amounts,coverages, and deductibles; compensation and all fringe benefits, workmen’scompensation, insurance premiums and payroll taxes paid by Landlord to, for orwith respect to all persons engaged in the operating, maintaining, or cleaningof the Building and Lot; water, sewer, gas, telephone and the electricity tooperate the base building heating, ventilating, air conditioning systems,elevators and parking lot lighting, and other utility charges not billeddirectly or to tenants by Landlord or the utility companies (the cost for theelectricity consumed by the tenant for interior lighting, plugs, equipment,supplemental air conditioning and fixtures in shall be billed monthly to Tenantby Landlord as set forth in Paragraph IX of Exhibit D, and the cost ofelectricity for such services provided to other tenants shall not be includedin Operating Costs); costs of building and cleaning supplies and equipment(including rental); cost of maintenance, cleaning and repairs; cost of snowplowing or removal, or both, and care of landscaping; payments to independentcontractors under service contracts for cleaning, operating, managing,maintaining and repairing the Building and Lot (which payments may be toaffiliates of Landlord provided the same are at reasonable rates consistentwith the type of occupancy and the services rendered and are consistentlyapplied in the Base Year and future years); the Building’s pro rata share (i.e.68.84% as hereinafter provided) of the cost of operating, maintaining andrepairing the common areas and facilities within the Park (such as, but notlimited to, snow plowing, sanding, sand removal, lot sweeping, landscaping,common area and street lighting, and management); and all other reasonable andnecessary expenses paid in connection with the operation, cleaning,maintenance, and repair of the Building and Lot, or either, and properlychargeable against income.   If Landlord(i) installs a new, used or replacement capital item for the purposes ofreducing Landlord’s Operating Costs, or otherwise improving the efficiency ofthe Building (such that the annual cost savings exceed the annual amortizedcost of such capital item as set forth below), or (ii) is required to performcapital repairs or replacements or to install capital items in order to complywith changes in applicable law first effected after the Commencement Date (eacha

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“**Capital Item**”), the costs thereof as reasonably amortized byLandlord over their useful life in accordance with generally acceptedaccounting principles, consistently applied, with legal interest (not to exceedseven percent (7%) per annum) (“**Agreed Interest Rate**”)on the unamortized amount, shall be included in “Landlord’s Operating Costs”.  Landlord agrees that all of such services tobe included in Landlord’s Operating Costs shall be obtained by Landlord atcommercially reasonable, competitive market rates consistent with the operationand management of comparable “Class A” office buildings in the suburban Bostonarea.

Notwithstandinganything to the contrary contained herein, in no event shall Landlord’sOperating Costs include (nor shall Tenant have any obligation to pay anyOperating Cost Escalation on account of) the following:

(a)                                  Costs,expenses and fees relating to solicitation of, advertising for and enteringinto leases and other occupancy arrangements for space in the Park, includingbut not limited to legal fees, space planners’ fees, lease concessions,improvement costs or allowances, real estate brokers’ leasing commissions andadvertising expenses.

(b)                                 Allcosts and expenses associated with (i) any lawsuits or disputes with anymortgagee (except as the actions of Tenant may be in issue); (ii) selling,syndicating, financing, mortgaging or hypothecating any of Landlord’s interestin the Park (or any part thereof); (iii) any lawsuits or disputes betweenLandlord and its employees, over Landlord’s title to the Building, Lot or Parkor any part thereof,  between Landlordand building management, or between Landlord and other tenants, invitees oradjacent property owners.

(c)                                  Costsof correcting defects in the Building or the Building equipment or replacingdefective equipment solely to the extent such costs relate to items covered bywarranties of manufacturers, suppliers or contractors or are otherwise borne byparties other than Landlord and for which Landlord receives reimbursement.

(d)                                 Costsof installations paid by or constructed for specific tenants or otheroccupants.

 (e)                               Interest, points, otherfinance charges and principal payments on mortgages, and other costs ofindebtedness, if any.

(f)                                    Allamounts which are allocable to, specifically charged to or otherwise paid byany other tenant or other occupant of the Building or the Park, or for items orservices which Landlord provides selectively to one or more tenants (other thanTenant) without reimbursement.

(g)                                 Anybad debt loss, rent loss or reserves for bad debts or rent loss.

(h)                                 Thesalary and indirect compensation (including, without limitation, all fringebenefits, workmen’s compensation, insurance premiums and payroll taxes) of any 

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                                                employeeabove the trade of property manager, and the wages and indirect compensation ofany employee to the extent such employee devotes his or her time to propertyother than the Building.

(i)            Amounts, if any, paid as groundrental by Landlord.

(j)                                     Costsand expenses related to third-party landlord-tenant disputes.

(k)                                  Anycost of any service or items sold or provided to tenants of the Building orPark or other occupants for such service or has been or is entitled to bereimbursed by insurance or otherwise compensated by parties (e.g. easementholders) other than tenants of the Building and for which Landlord receivesreimbursement.

(l)                                     Thecosts of repair, replacement, or restoration work occasioned by any casualty orcondemnation above the deductible amount on the insurance policy orcondemnation award.

(m)                               Anydepreciation allowance or expense, expense reserve and other non-cash itemsincluding reserves for Landlord’s repair, replacement or improvement of the Building,Lot, Park or common areas or any portions thereof.

(n)                               Thecosts of management fees to the extent that they exceed comparable fees incomparable office buildings in other comparable office building projects in therelevant market area and/or to the extent that they exceed comparable feescharged to other tenants in the Building (except that the parties agree that,as of the Commencement Date, a management fee of 5% of collected rents isacceptable, which such rate is being charged on the date hereof and will bereflected in the Base Year Operating Costs as though no free rent or phase inrent applied).

(o)                               Exceptfor management fees, Landlord’s general overhead and any overhead or profitincrement to any subsidiary or affiliate of Landlord for services on or to theBuilding, Common Areas, and/or the Park, to the extent that the cost of suchservice exceeds competitive costs for such services rendered by persons orentities of similar skill, competence and experience other than a subsidiary oraffiliate of Landlord.

(p)                               Anycosts or expenses representing any amount paid for services and/or materials toa person, firm, or entity that is personally related to any person associated withLandlord or affiliated with Landlord to the extent such amount exceeds theamount that would have been paid for such service or materials at the thenexisting market rates in the absence of such relationship.

(q)                               Costsincurred in connection with the presence of any Hazardous Materials in, on,under or about the Premises, Building, Lot or Park, except to the extent causedby

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                                                therelease or emission of the Hazardous Materials in question by Tenant, in whichevent the provisions of Section 6.1.17 shall control.

(r)                                    Thecost of any work or service furnished to any tenant or occupant of the Buildingto a materially greater extent or in a materially more favorable manner thanthat furnished generally to the tenants and other occupants of the Building, orthe costs of work or services furnished exclusively for the benefit of anytenant or occupant of the Building or at such tenant’s cost.

(s)                                Thecosts for items and services which any tenant is required to reimburse Landlordor pay third persons.

(t)                                  Thecosts of repairs or maintenance which are covered by warranties or servicecontracts and to the extent such maintenance and repairs are made at no cost toLandlord.

(u)                                 Thecosts of repairs, alterations and general maintenance necessitated by thenegligence or willful misconduct of Landlord or its agents, employees, orcontractors or invitees.

(v)                               Interestor penalties due to the late payment of taxes, utility bills or other Landlord’sOperating Costs, unless caused by Tenant, in which event Tenant shall beresponsible for same.

(w)                               Anyother cost or expense which, under generally accepted accounting principles,consistently applied, would not be a normal maintenance or operating expense ofthe Building, including bad debt expenses and charitable contributions anddonations.

(x)                                   Thecosts and expenses attributable to Landlord’s breach of the following warranty:

                                                Asof the Commencement Date, Landlord shall warrant to Tenant that (a) the roof,foundation, footings, slab, structural walls, exterior windows and skylights(including seals), plumbing, fire sprinkler/life safety system, lighting,heating, ventilation and air conditioning systems, electrical systems, and thepassenger and freight elevators serving the Premises shall be in good operatingcondition and repair (except to the extent modified or otherwise impaired byany improvements constructed by Tenant); (b) the Premises, Building and Lotshall be free of all mold, comply with all laws, codes and regulations and freeof latent defects in the construction thereof. Landlord shall promptly correct any non-

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                                                compliancewith the foregoing warranty, at its sole cost and expense (i.e., not as part ofLandlord’s Operating Costs), provided that Tenant shall notify Landlord of suchnon-compliance not later than one hundred twenty (120) days from and after theCommencement Date.

(y)                                 Thecosts and expenses associated with any capital improvement, repair orreplacement except for Capital Items as permitted by the second full paragraphof this Section 4.2.

(z)                                   Anycosts, fines, interest, or penalties incurred due to violations by Landlord ofany governmental rule or authority or failure to make any payment when due,except if caused by Tenant hereunder in which event Tenant shall be responsiblefor such costs.

(aa)                            Thecost of any service provided to Tenant or other occupants of the Building orPark for which Landlord is actually reimbursed.

(bb)                          Costs orfees payable to public authorities in connection with any future construction,renovation and/or improvements to the Park (other than the Landlord’s Work orany improvements made to the Premises by or for Tenant).

(cc)                            Organizationalexpenses associated with the creation, maintenance and operation of the entitywhich constitutes Landlord.

(dd)                          Any itemof Landlord’s Operating Costs which is duplicative of any other item ofLandlord’s Operating Costs.

(ee)                            Taxeson Landlord’s income from all sources.

In case of services which are not rendered to allareas of the Building on a comparable basis, the proportion allocable to thePremises shall be the same proportion which the Rentable Floor Area of Tenant’sPremises bears to the total rentable floor area to which such service is sorendered (such latter to be determined in the same manner as the Total RentableFloor Area of the Building), or shall be re-allocated by Landlord on areasonable basis taking into consideration such factors as usage of aparticular tenant in the Park and/or such other pertinent factors as reasonablydetermined by Landlord.

Landlord’s Operating Costs shall also include thecosts of maintaining and operating the exterior common areas and facilities ofthe Park that serve the Building and other buildings in the Park in common(subject to the exclusions and limitations set forth above), which shall be allocatedby Landlord between the Building and such other buildings in the Park in aconsistent, commercially reasonable manner based upon the following:  upon the ratio of the square footage of thePremises to the aggregate square footage of all completed buildings in thePark, as such buildings are completed from time to time (i.e., the Building’scurrent share of Park-related costs is 68.84% based on the fact that the Parkcurrently contains 278,908 Rentable Square Feet).

“**Tenant’s ProportionateShare**” shall mean the proportion that the Rentable Floor Area ofTenant’s Premises bears to the Total Rentable Floor Area of the Building (i.e.,initially,

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28.51%).

“**Operating Cost Escalation**”shall mean the product of (i) Tenant’s Proportionate Share and (ii) anamount equal to the excess, if any, of:

(a)                                  Landlord’sOperating Costs for the Fiscal Year in question; over

(b)                                 theBase Year Operating Costs (as grossed up in accordance with thisSection 4.2).

In calculating both the Base Year Operating Costs andLandlord’s Operating Costs for any Fiscal Year, if the Building not fullyoccupied during such year, the actual costs of the elements of Landlord’sOperating Costs that vary with occupancy shall be adjusted to the amount ofLandlord’s Operating Costs that would have been incurred had the Building been95% occupied.

If, with respect to any Fiscal Year or fractionthereof during the Term, Tenant is obligated to pay Operating Cost Escalation,then Tenant shall pay, as additional rent, on the first day of each month ofensuing Fiscal Year (until Landlord’s Statement for an ensuing Fiscal Yearreflects an adjusted Operating Cost Escalation), “**EstimatedMonthly Escalation Payments**” equal to 1/12th of the annualizedOperating Cost Escalation for the immediately preceding Fiscal Year.  Estimated Monthly Escalation Payments foreach ensuing Fiscal Year shall be made retroactively from the first day of suchFiscal Year and on account of the payment to be made pursuant to the first sentenceof this Section 4.2 for such Fiscal Year, with an appropriate additionalpayment or refund to be made at the time such payment is due for the previousyear.

The term “**Fiscal Year**” asused in this Article shall mean the period of twelve (12) consecutive monthscommencing on January 1st and ending on December 31st.

The term “real estate taxes” as used above shall meanall taxes of every kind and nature assessed by any governmental authority onthe Lot, the Building and improvements, or both, and in the common areas of thePark (allocated among the Building and other buildings as set forth above),which the Landlord shall become obligated to pay because of or in connectionwith the ownership, leasing and operation of the Lot, the Building andimprovements, or both, and the Park, subject to the following:  there shall be excluded for such taxes allincome taxes, excess profits taxes, excise taxes, franchise taxes, gift,estate, succession, inheritance and transfer taxes, provided, however, that ifat any time during the Term the present system of ad valorem taxation of realproperty shall be changed so that in lieu of the whole or any part of the advalorem tax on real property, there shall be assessed on Landlord a capitallevy or other tax on the gross rents received with respect to the Lot, Buildingand improvements, or both, a federal, state, county, municipal, or other localincome, franchise, excise or similar tax, assessment, levy or charge (distinctfrom any now in effect) measured by or based, in whole or in part, upon anysuch gross rents, then any and all of such taxes, assessments, levies orcharges, to the extent so measured or based, shall be deemed to be includedwithin the term “real estate taxes”.

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If the total ofthe monthly payments paid by Tenant with respect to any Fiscal Year exceeds theactual Operating Cost Escalation for such Fiscal Year, then, at Landlord’soption, such excess shall be either (i) credited against the next due paymentsof Fixed Rent, or (ii) refunded by Landlord to Tenant no later than 120 daysafter the end of the Fiscal Year in question, unless the Term shall expire onor prior to said 120-day period, in which event Landlord shall refund suchexcess on the last day of the Term.

Tenantshall have the right, but not the obligation, to contest (or request thatLandlord so contest on behalf of all tenants of the Building) in good faith byappropriate proceedings diligently pursued the imposition or amount of any realestate taxes assessed against the Lot or the Building or such personal propertytaxes payable by it hereunder, including the right on behalf of, and in thename of the Landlord, to seek abatements thereto.  The Landlord shall reasonably cooperate withTenant, at Tenant’s sole expense, in any such contest or abatementproceedings.  In the event that Tenantdetermines not to contest such taxes and Landlord desires to file such contest(or Tenant requests that Landlord file such contest), Landlord shall givewritten notice of that fact to all affected tenants, including Tenant, andshall have the sole right as to such tax bill to contest in good faith byappropriate proceedings diligently pursued the imposition or amount of any realestate taxes assessed against the Lot or the Building or such other taxespayable by Tenant hereunder, including the right to seek abatementsthereto.  In such event, the Tenant shallreasonably cooperate with Landlord, at no cost to Tenant, in any such contestor abatement proceedings.  Landlord shallalso reasonably cooperate and assist Tenant, at no cost to Landlord, in procuringany applicable tax credits or incentives.

IfLandlord shall receive on behalf of the Lot or the Building a rebate orabatement on any tax with respect to which a payment is made by Tenant, thenafter deducting therefrom any costs reasonably incurred by Landlord inobtaining such rebate or abatement, all of such net rebate or abatementrelating to the Lot or the Building shall promptly be returned to Tenant to theextent that such rebate or abatement relates to payment made by the Tenant andnot reimbursed by Landlord.  If Tenantshall receive on behalf of the Lot or the Building a rebate or abatement on anytax with respect to which a payment is made by Tenant, then after deductingtherefrom any costs reasonably incurred by Tenant in obtaining such rebate orabatement, all of such net rebate or abatement related to the Lot, the Buildingor to personal property taxes assessed against the Tenant’s property shall beretained by Tenant, as its sole property, to the extent such rebate orabatement relates to a payment made by Tenant and not reimbursed byLandlord.  The remaining portion of suchnet rebate or abatement shall promptly be returned to Landlord.

In the event thatLandlord receives a refund on account of real estate taxes after the expirationof the Term, which refund relates to a Fiscal Year during the Term, the amountof such refund fairly allocable to Tenant shall promptly be refunded to Tenantby Landlord with a reasonably detailed accounting of the payments, abatementand costs, as aforesaid.  All referencesto real estate taxes “for” a particular Fiscal Year shall be deemed to refer toreal estate taxes due and payable during such Fiscal Year without regard towhen such impositions are assessed or levied.

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All records thatthe Landlord is required to maintain hereunder shall be maintained by theLandlord for a period of three (3) years following the expiration of the FiscalYear to which such records relate. Tenant shall have the right, through its representatives, to examine,copy and audit such records at reasonable times upon not less than thirty (30)days prior written notice to Landlord given within one hundred and eighty (180)days of receipt of Landlord’s Statement. Such records shall be maintained at Landlord’s Address set forth in Section1.1, or such other place within the Commonwealth of Massachusetts as Landlordshall designate from time to time for the keeping of such records.  The costs of such audits shall be borne byTenant; provided, however, that if such audit establishes that the actualOperating Cost Escalation for the Fiscal Year in question is less than theLandlord’s final determination of the Operating Cost Escalation as set forth inthe Landlord’s Statement submitted to Tenant by at least five percent (5%),then Landlord shall pay the reasonable cost of such audit.  If, as a result of such audit, it isdetermined that Tenant must pay additional amounts to Landlord on account ofthe Operating Cost Escalation, or that Tenant has overpaid Landlord on accountof the Operating Cost Escalation, then the undercharged or overpaid party shallpromptly reimburse the other party for the payment due.

Notwithstandinganything contained to the contrary in this Lease, the responsibility for thepayment of all real estate taxes with respect to the Building and the Parkshall be upon the Landlord and the Landlord agrees to pay the same as requiredby law.  Landlord shall provide Tenantwith copies of all tax bills and a computation of Tenant’s pro rata sharethereof, and upon Tenant’s request, copies of all tax bills.  In the event that any special assessments areassessed and payable, the allocation of the same to Landlord’s Operating Costsshall be calculated as if such assessments were being paid by Landlord over thelongest period of time permitted by applicable law.

Landlord shall have the right from time to time tochange the periods of accounting under this Section 4.2 to any annual periodother than the Fiscal Year and upon any such change all items referred to inthis Section shall be appropriately apportioned.  In all Landlord’s Statements, rendered underthis Section, amounts for periods partially within and partially without theaccounting periods shall be appropriately apportioned, and any items which arenot determinable at the time of a Landlord’s Statement shall be includedtherein on the basis of Landlord’s estimate, and with respect thereto Landlordshall render promptly after determination a supplemental Landlord’s Statement,and appropriate adjustment shall be made according thereto.   All Landlord’s Statements shall be preparedon an accrual basis of accounting and shall be certified either by a certifiedpublic accountant or by an officer of Landlord.

Notwithstanding any other provision of this Section4.2, if the Term expires or is terminated as of a date other than the last dayof a Fiscal Year at the end of the Term, Tenant’s last payment to Landlordunder this Section 4.2 shall be made on the basis of Landlord’s best estimateof the items otherwise includable in Landlord’s Statement and shall be made onor before the later of (a) twenty (20) days after Landlord delivers suchestimate to Tenant, or (b) the last day of the Term, with an appropriatepayment or refund to be made upon submission of Landlord’s Statement.  Without limitation, the obligation of Tenantto pay the Operating Cost Escalation with respect to any Fiscal Year during theTerm (or portion thereof) or the Landlord’s obligation to make a refundtherefore, as applicable, shall survive the expiration or earlier

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terminationof the Term.

4.3           PAYMENTS

All payments of Fixed Rent and additional rent shallbe made to Managing Agent, or to such other person as Landlord may from time totime designate by notice to Tenant.  Ifany installment of rent, fixed or additional, or on account of leaseholdimprovements is paid after the due date thereof, at Landlord’s election, itshall bear interest at the rate of the “Prime Rate” then being charged by themajor banks in Boston, Massachusetts, plus two percent (2.0%) per annum fromsuch due date, which interest shall be immediately due and payable as furtheradditional rent; provided, however, Landlord hereby acknowledges and agreesthat Tenant shall have one (1) grace period of an additional five (5) daysafter notice per each calendar year of the Term before which such interestshall be charged by Landlord.

**ARTICLE 5**

**LANDLORD’SCOVENANTS**

 

5.1           LANDLORD’S COVENANTS DURING THETERM

Landlord covenants during the Term:

5.1.1        Building Services - To furnish,through Landlord’s employees or independent contractors, the services listed inExhibit D (which are common services provided to all tenants of the Building).

5.1.2        Additional Building Services - Tofurnish, through Landlord’s employees or independent contractors, reasonableadditional Building operation services upon reasonable advance request ofTenant at reasonable and competitive rates from time to time established byLandlord to be paid by Tenant;

5.1.3        Repairs - Except as otherwiseprovided in Article 7, except as resulting from Tenant’s negligence or misuse,except as resulting from settling or sagging within standard engineeringtolerance (provided that the settling or sagging does not affect the surface orstructural integrity of the Building or in any way materially affect theordinary and customary use of the Premises, or any part thereof by Tenant),Landlord shall maintain the structural integrity of the Building, including butnot limited to the roof, exterior walls, and windows and skylights. Landlordshall also be responsible for (i) all exterior maintenance, repairs andreplacements necessary to keep in good condition and working order all commonareas of the Building and the Park, and the trees, shrubs, plants, landscaping,parking areas, driveways and walkways on the Lot or elsewhere in the Park,including but not limited to, all lighting and other fixtures and equipmentserving such parking areas, driveways and walkways, (ii) providing the servicesto the Building and Premises (including all utilities) and performing themaintenance work set forth in Section 4.2 and Article V hereof, and (iii)performing necessary repairs and replacements to maintain the watertightintegrity of the Building, including but not limited to the

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roof, exteriorwall, windows and skylights.  Landlordshall also maintain, repair and replace the HVAC equipment in the Building,such that it shall be in good operation condition throughout the Term,reasonable wear and tear excepted. Landlord shall make all of such repairs and replacements necessary tomaintain the foregoing in good condition and working order and in compliancewith all laws and all costs and expenses under this Section 5.1.3 shall beincluded in Landlord’s Operating Costs pursuant to the provisions of Section4.2, except as set forth therein to the contrary. All other repairs andmaintenance, except as specifically otherwise provided for herein, shall be theresponsibility of Tenant.

In the event that Tenant gives notice to Landlord of acondition which Tenant believes requires Landlord’s repairs or a conditionwhich, if left uncorrected, will necessitate Landlord’s repair, then, inaccordance with the terms of this Section 5.1.3, Landlord shall respondpromptly to investigate such condition, and, if such repairs are Landlord’s obligationhereunder, Landlord shall commence promptly to repair same and to diligentlycomplete said repair.  Tenant agreesduring the Term to provide Landlord notice as soon as reasonably possible ofany condition known to Tenant which might require, or if left uncorrected willnecessitate Landlord’s repair pursuant to this Section 5.1.3. Tenant shall havethe right to require, at reasonable times and with reasonable advance notice, arepresentative of Landlord to inspect the Premises for repairs which may be theresponsibility of Landlord;

5.1.4        Quiet Enjoyment - That Landlordhas the right to make this Lease and that Tenant, on paying the rent andperforming its obligations hereunder, shall peacefully and quietly have, holdand enjoy the Premises throughout the Term without any manner of hindrance ormolestation from Landlord or anyone claiming under Landlord, subject, however,to all the terms and provisions hereof;

5.1.5        Landlord’s Insurance - Beginningwith the commencement of Landlord’s Work and thereafter throughout the Term,Landlord shall purchase and keep in force, broad-form commercial generalliability insurance, or the equivalent then-customary form providing comparablecoverages, written out on an occurrence basis containing provisions adequate toprotect the Landlord from and against claims for bodily injury, including deathand personal injury and claims for property damage occurring within the Parkand/or the Building, such insurance having body injury and property damagecombined limits of not less than five million dollars ($5,000,000) peroccurrence.  In addition, Landlord shallprocure and continue in force during the Term, as the same may be extendedhereunder, fire and extended coverage insurance, including vandalism, sprinklerleakage and malicious mischief, upon the Building on a full replacement costbasis, agreed cost value endorsement with agreed values for the Building andtenant improvements initially installed by Landlord, as determined annually bythe Landlord’s insurer.  Landlord shallalso procure and continue in force during the Term (including withoutlimitation during the Base Year), as the same may be extended hereunder, rentalinterruption insurance for twelve (12) months. Copies of certificates of insurance evidencing the foregoing shall befurnished to Tenant, upon Tenant’s reasonable request.  All insurance required of Landlord pursuantto this Section shall be effected under policies issued by insurers orrecognized responsibility (which are rated A or A+ by Best’s Rating Service ora comparable rating by an equivalent service). The coverages required by this Section 5.1.6 may be provided by a single“package policy” or by a combination of “package policy” and umbrella;

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5.1.6        Landlord’s Indemnity - Landlordcovenants and agrees to defend, with counsel reasonably acceptable to Tenant,save harmless and indemnify Tenant from any liability for  injury, loss, accident or damage to anyperson or property on the Premises, the Building or the Park, and from anyclaims, actions, proceedings and reasonable expenses and costs in connectiontherewith (including, without implied limitation, reasonable counsel fees), tothe extent arising from the negligent acts and/or omissions or willful acts ofLandlord, its agents, employees, contractors or licensees, not caused by thenegligent acts, omissions and/or willful acts of Tenant, its agents, employees,contractors or licensees.  In no eventshall Landlord be obligated to indemnify Tenant for any willful or negligentact or omission of Tenant or of any of Tenant’s employees, agents, contractorsor licensees.  Notwithstanding anythingto the contrary contained in this Lease, in no event shall Landlord be liableto Tenant for any indirect, consequential, special, exemplary, incidental or punitivedamages arising from or relating to this Lease. The covenants andindemnifications set forth in this Section 5.1.6 shall survive the expirationor earlier termination of this Lease;

5.1.7        Hazardous Materials - Landlordrepresents and warrants that, to the best of Landlord’s knowledge having madeno independent inquiry as of the date of this Lease (i) there does notexist  any leak, spill, release,discharge, emissions or disposal of Hazardous Materials (as defined in Section6.1.17 below) on the Lot (including the Building to be located thereon), and(ii) the Premises do not contain any Hazardous Materials, except as may becontained in customary cleaning supplies or in such other supplies (e.g.,paint) that are necessary for Landlord to perform its obligationshereunder.  In the event that any suchleak, spill, release, discharge, emission or disposal of Hazardous Materialsnot caused by Tenant, its agents, employees or contractors, shall occur on theLot or (apart from de minimis amounts of such materials used for cleaning andmaintenance purposes or in connection with the operation of loading docks) thePark, Landlord, at no cost to Tenant, shall take any and all actions necessaryto bring the Premises, the Park and/or the Building (excluding all portionsthereof leased to tenants) into compliance with applicable law and othergovernmental requirements relating thereto; and

5.1.8        Tenant’s Costs - In case Tenantshall, without any fault on its part, be made party to any litigation commencedby or against Landlord or by or against any parties in possession of thePremises or any part thereof claiming under Landlord, Landlord agrees toreimburse Tenant for all reasonable costs, including without impliedlimitation, reasonable counsel fees and costs incurred by or imposed uponTenant in connection with such litigation and to pay all such reasonable costsand fees incurred in connection with the successful enforcement by Tenant ofany obligations of Landlord under this Lease.

Except as specifically provided to the contrary inSection 4.2, Landlord shall include in Landlord’s Operating Costs under theprovisions of Section 4.2 (and subject to the exclusions and limitations setforth therein) the costs incurred by Landlord in connection with the servicesand/or repairs set forth in Section 5.1.1, 5.1.2, 5.1.3 and 5.1.5 above, exceptas otherwise specifically provided in this Lease.

5.2           INTERRUPTIONS

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Except as expressly set forth in this Lease, Landlordshall not be liable to Tenant for any compensation or reduction of rent byreason of inconvenience or annoyance or for loss of business arising from powerlosses or shortages or from the necessity of Landlord’s entering the Premisesfor any of the purposes in this Lease authorized, or for repairing the Premisesor any portion of the Building or Lot, provided such inconvenience or annoyanceis not caused by the willful misconduct or negligence of Landlord or Landlord’sagents, employees or contractors.  Incase Landlord is prevented or delayed from making any repairs, alterations orimprovements, or furnishing any service or performing any other covenant orduty to be performed on Landlord’s part, by reason of any cause reasonablybeyond Landlord’s control, Landlord shall not be liable to Tenant therefor,nor, except as expressly otherwise provided below or in Article 7, shall Tenantbe entitled to any abatement or reduction of rent by reason thereof, nor shallthe same give rise to a claim in Tenant’s favor that such failure constitutes,actual or constructive, total or partial, eviction from the Premises.

Notwithstandingany language to the contrary, if electricity, heat, air conditioning, water orany other service or utility that Tenant is entitled to receive under thisLease is interrupted, and such interruption renders the Premises (or anyportion thereof) untenantable, or any portion thereof is reasonablyinaccessible by Tenant, or makes it impracticable for Tenant to conduct itsbusiness in the Premises, and such interruption is caused due to Landlord’sfailure to perform any of its obligations under Article 5 of this Lease(expressly excluding, however, any interruptions caused by reasons beyondLandlord’s reasonable control, such as, for example, failure to provideutilities due to third party actions [e.g. Town damages lines duringperformance of work on Cambridge Street]), then if such interruption orcessation shall continue for a period of five (5) consecutive days after noticethereof from Tenant to Landlord that the Premises are untenantable, or reasonablyinaccessible, or Tenant cannot conduct its business as a result thereof, thenthe Fixed Rent shall be proportionately abated for each successive day suchinterruption or cessation continues to the extent that Tenant’s operations inthe Premises are adversely affected by such interruption (other than forreasons of casualty or eminent domain where the provisions of Article VII shallgovern).  For purposes of this Section,Landlord and Tenant hereby acknowledge and agree that if the Premises (orportion thereof) is accessible by at least one passenger elevator, then thePremises (or such portion) will not be deemed “reasonably inaccessible” for thepurposes hereof.

Landlord reserves the right to stop any service orutility system when necessary by reason of accident or emergency or untilnecessary repairs have been completed. Except in case of emergency repairs, Landlord will give Tenantreasonable advance notice of any contemplated stoppage and will use reasonableefforts to avoid unnecessary inconvenience to Tenant by reason thereof.  The foregoing rights shall be Tenant’s soleand exclusive remedies for any interruptions described in this Section 5.2.

**ARTICLE 6**

**TENANT’SCOVENANTS**

 

6.1           TENANT’S COVENANTS DURING THE TERM

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Tenantcovenants during the Term and such further time as Tenant occupies any part ofthe Premises:

6.1.1        Tenant’s Payments - Except duringTenant’s early entry pursuant to Section 3.2 above, to pay when due (a) allFixed Rent and additional rent, (b)  alltaxes which may be imposed on Tenant’s personal property in the Premises(including, without limitation, Tenant’s fixtures and equipment) regardless towhomever assessed, (c) all charges by public utility for telephone and otherutility services (including service inspections therefore and the charges asmay be imposed pursuant to Exhibit D hereof) rendered to the Premises nototherwise required hereunder to be furnished by Landlord without charge and notconsumed in connection with any services required to be furnished by Landlordwithout charge, and (d) as additional rent, all charges due for Operating CostEscalations under Section 4.2 (including on account of services renderedby Landlord pursuant to Sections 5.1.1, 5.1.2, 5.1.3 and 5.1.5 hereof);

6.1.2        Repairs and Yielding Up.  Except as otherwise provided in Article 7 andSection 5.1.3, to keep the Premises in as good order, repair and condition asexist on the date the Premises are Ready for Occupancy (excepting onlyreasonable wear; damage by fire, casualty or act of God; the effect of eminentdomain; Hazardous Materials not stored, used, released or disposed of byTenant, its agents, employees, contractors or invitees; and damage caused bythe act or omission of Landlord or its employees, agents, or contractors), andat the expiration or termination of this Lease peaceably to yield up thePremises and all changes and additions therein made by Tenant after the datethe Premises are Ready for Occupancy as designated by Landlord pursuant to itsright to do so as improvements to be removed on termination in such order,repair and condition, first removing all goods and effects of Tenant and anyitems, the removal of which is required by Section 3.1 above or specified to beremoved at Tenant’s election and which Tenant elects to remove, and repairingall damage caused by such removal and restoring the Premises and leaving themclean and neat; any property not so removed shall be deemed abandoned and may,upon five (5) days’ prior written notice to Tenant,  be removed and disposed of by Landlord, insuch manner as Landlord shall determine, and Tenant shall pay Landlord theentire reasonable cost and expense incurred by it by effecting such removal anddisposition and in making any incidental repairs and replacements to thePremises for use and occupancy during the period after the expiration of theterm; it being agreed that the acceptance of reasonable use and wear shall notapply so as to permit Tenant to keep the Premises in anything less thansuitable, tenantable and usable condition, considering the nature of thePremises and the use reasonably made thereof, or in less than good andtenantable repair.  Notwithstanding theforegoing, (a) under no circumstances shall Tenant be obligated to restore the Premisesto the condition existing prior to the date on which the Premises are Ready forOccupancy and (b) Tenant shall have the right, exercisable in Tenant’s solediscretion, to remove any personal property the purchase of which was paid forby Tenant or financed by Tenant through Fixed Rent provided Tenant repairs anydamage caused by such removal;

6.1.3        Occupancy and Use — Not to useand occupy the Premises for any purpose other than the Permitted Uses; and notto injure or deface the Premises, Building or Lot or Park; and not to permit inthe Premises any auction sale, nuisance, or the emission from the Premises ofany objectionable noise or odor; nor any use thereof which is, in Landlord’sreasonable judgment, improper or offensive, or contrary to law or ordinances, orinvalidates or increases the

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premiums for anyinsurance on the Building or its contents or liable to render necessary anyalteration or addition to the Building unless Tenant agrees to pay the cost ofthe increased premiums or required alteration or addition;

6.1.4        Rules and Regulations - To complywith the Rules and Regulations set forth in Exhibit E and all other reasonableRules and Regulations hereafter made by Landlord (provided such reasonablerules do not materially increase Tenant’s obligations or diminish Tenant’s rightsunder this Lease), of which Tenant has been given notice, for the care and useof the Building, Lot and Park and their facilities and approaches, it beingunderstood that Landlord shall not be liable to Tenant for the failure of othertenants of the Building or Park to conform to such Rules and Regulations,provided that Landlord enforces such rules against all tenants of the Buildingin a non-discriminatory fashion;

6.1.5        Compliance with Laws and SafetyAppliances - To keep the Premises equipped with all safety appliancesrequired by law or ordinance or any other regulation of any public authority(other than life safety equipment required for the Premises to be Ready forOccupancy as set forth in Section 3.2) because of any particular manner of usemade by Tenant other than Tenant’s Permitted Use and to procure all licensesand permits so required because of such use, it being understood that theforegoing provisions shall not be construed to broaden in any way Tenant’sPermitted Uses.  Tenant shall have theright, upon giving notice to the Landlord, to contest any obligation imposedupon it pursuant to the provisions of this Section 6.1.5, and provided theenforcement of such requirement or law is stayed during such contest and suchcontest will not subject the Landlord to penalty or jeopardize the title to thePremises or otherwise affect the Premises in any adverse way. Landlord shallcooperate with Tenant in such contest and shall execute any documentsreasonably required in the furtherance of such purpose.  Notwithstanding the foregoing, or any othercontrary provision set forth in this Lease, Tenant shall not be required toconstruct or pay the cost of complying with any private restrictions, laws orinsurance underwriter’s requirements requiring construction of improvements tothe Premises or to any other portion of the Building, common area or the Park,unless such compliance is necessitated solely because of Tenant’s particularand unique use of the Premises or any alterations to the Premises made by orfor Tenant;

6.1.6        Assignment and Subletting -Tenantshall have the right, subject to the requirement of obtaining Landlord’s priorwritten consent, such consent not to be unreasonably withheld, conditioned ordelayed by Landlord, to assign this Lease or sublet the whole or any portion ofthe Premises, which assignment or sublease shall be only for the PermittedUses, it being understood that Tenant shall, as additional rent, reimburseLandlord promptly for reasonable legal and other out-of-pocket expensesincurred by Landlord in connection with any request by Tenant for consent toassignment or subletting, not to exceed $1,500.00 per request for consent.  No assignment or subletting shall affect thecontinuing primary liability of Tenant (which, following assignment, shall bejoint and several with the assignee). Such consent by Landlord to any of the foregoing in a specific instance(i) shall be reasonable, subject to the provisions hereinafter provided, and(ii) shall be subject to the prior written approval of Landlord’s mortgagee(s)if specifically required under the applicable mortgage(s).  Landlord’s consent shall not be treated ashaving been withheld unreasonably if, in connection with any such proposedassignment or subletting:  (i) the termsof the proposed assignment or subletting do not prohibit further

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assignments of theLease or subletting of the Premises without the written consent of Landlord,the granting of which consent shall be subject to the terms and conditionshereof, and in any event shall not be unreasonably withheld or delayed; and(ii) in connection with an assignment of this Lease, the assignee does notagree directly with Landlord, by written instrument in form reasonablysatisfactory to Landlord, to be bound by all the obligations of Tenanthereunder arising from and after the effective date of such assignment,including, without limitation, the covenant against further assignment andsubletting without the written consent of Landlord, subject to the terms andconditions of this Section..  No consentto any of the foregoing in a specific instance shall operate as waiver in anysubsequent instance.  If an assignment orsubletting is proposed to be made and Landlord’s consent is required ashereinabove provided, Tenant shall give Landlord prior notice of such proposal,which such notice shall include the terms of the proposed transaction as wellas such information (including creditworthiness information for any proposedassignee or subtenant of all or substantially all of the Premises) as Landlordmay reasonably request relative to facts which would bear upon the factorsentering into the determination whether Landlord’s approval is to begranted.  Within ten (10) days ofLandlord’s receipt of such information, Landlord shall (1) notify Tenant inwriting if it refuses to consent to the proposed transaction (which such noticeshall explain the reason for such refusal) and (2) provide Tenant with a draftconsent form, if required by Landlord for Tenant’s review and comments.  If Landlord fails to deliver such noticewithin the time set forth above, and such failure continues for an additionalfive (5) day period after Tenant’s notice to Landlord of such failure, Landlordshall be deemed to have approved the proposed transaction.  Notwithstanding the foregoing, such timeperiod for Landlord’s approval shall be reasonably extended if Landlord’smortgagee so requests an extension, Landlord hereby agreeing to use diligentefforts to obtain approval as quickly as possible.

Notwithstandingany provision contained in this Lease, no consent of Landlord shall be requiredfor the assignment of this Lease or the subletting of any portion (or thewhole) of the Premises (each of which shall be a “**PermittedTransfer**”), (i) to any person(s) or entity who controls, iscontrolled by or is under common control with Tenant, (ii) to any entityresulting from the merger, acquisition, consolidation or other reorganizationwith Tenant, whether or not Tenant is the surviving entity, (iii) to any personor legal entity which acquires all or substantially all of the assets or stockof Tenant (each of the foregoing is hereinafter referred to as a “**Tenant Affiliate**”); provided that before such transfer shallbe effective, (x) the Tenant Affiliate shall assume in writing, in full, theobligations of Tenant under the Lease (in the case of an assignment of theLease), (y) Landlord shall be given written notice of such transfer and (z) theuse of the Premises by the Tenant Affiliate shall be as set forth in Section 1.1above.  For purposes of this Section, asale or offering of Tenant securities is a Permitted Transfer and the term “control”means possession, directly or indirectly, of the power to direct or cause thedirection of the management, affairs and policies of anyone, whether throughthe ownership of voting securities, by contract or otherwise.

Ifthis Lease shall be assigned, or if the Premises or any part hereof shall besublet or occupied by any person other than Tenant, Landlord may, at any timeand from time to time, following an uncured, continuing Event of Default,collect rent (or any amounts due to Landlord hereunder) from the assignee,subtenant or occupant and apply the net amount collected to the annual FixedRent, additional rent and all other charges herein reserved, but no suchassignment,

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subletting,occupancy or collection shall be deemed a waiver of the provisions of thisSection 6.1.6, or acceptance of the assignee, subtenant or occupant as tenant,or a release of Tenant from the further performance of the terms, covenants andconditions of this Lease on the part of Tenant to be performed.  In such event, after deducting Landlord’sshare of the Rent Differential, equitably determined on a monthly basis, ifapplicable as hereinafter provided, Landlord agrees to remit to Tenant anyexcess on a month to month basis.

If Landlord’s approval ofa sublease or assignment is necessary and Landlord  approves a sublease or assignment, and saidsublease or assignment is for a total rental amount which on an annualizedbasis is greater than the Fixed Rent and additional rent due from Tenant toLandlord under this Lease, the following provisions of this paragraph shallapply (it being agreed that none of the provisions of this paragraph shallapply to any Permitted Transfer, regardless of the size of the spaceinvolved).  For any such approvedsublease(s) totaling up to twenty five percent (25%) of the Premises in theaggregate, Tenant shall retain all sublease profits, if any.  To the extent any such approved assignment orapproved sublease(s) totalling more than twenty five percent (25%) of thePremises in the aggregate, Tenant shall pay to Landlord, forthwith upon Tenant’sreceipt of each installment of such excess rent, during the term of anyapproved sublease or assignment, as additional rent hereunder (in addition tothe Fixed Rent and other payments due under this Lease), an amount equal tofifty percent (50%) of the positive excess of (x) all Fixed Rent andadditional rent received by Tenant under the sublease or assignment over(y) the Fixed Rent and the additional rent due hereunder for the space inquestion (the “**Rent Differential**”), after Tenanthas recouped, in full, its reasonable out-of-pocket expenses with respect tosuch sublease or assignment, including without limitation, reasonable realestate brokerage commissions, reasonable legal fees, reasonable free rent,reasonable marketing costs and the reasonable costs of refurbishment of thePremises for such sublease or assignment, and the unamortized costs of tenantimprovements paid for by Tenant. Further, the parties agree that Landlord shall have the right torecapture the Premises proposed to be sublet and/or assigned for the period oftime so proposed, provided that Tenant shall sublease and/or assign more thanfifty percent (50%) of the Premises, exercisable by giving Tenant writtennotice thereof within thirty (30) days after receipt of such request, whereuponthis Lease shall terminate as of the date set forth in Landlord’s notice toTenant unless Tenant notifies Landlord in writing within ten (10) days afterreceipt of Landlord’s recapture notice that it does not desire to consummatethe sublease and/or assignment that entitled Landlord to recapture the Premisesin which case the Lease shall remain in full force and effect.  The Rent Differential shall not include thesales or rental proceeds received by Tenant in connection with the sale orlease of its personal property to a proposed transferee.  In the event the sublease is for less than thefull Premises hereunder, the rent payable by Tenant shall be proportionatelyadjusted in determining the excess (but all expenses to be recouped will bededucted) pro rated on a square foot basis. Anything contained in the foregoing provisions of this section to thecontrary notwithstanding, neither Tenant nor any other person having interestin the possession, use, occupancy or utilization of the Premises shall enterinto any lease, sublease, license, concession or other agreement for use,occupancy or utilization of space in the Premises which provides for rental orother payment for such use, occupancy or utilization based, in whole orprimarily on the net income or profits derived by any person from the Premisesleased, used, occupied or utilized (other than an amount based on a fixedpercentage or percentages of receipts or sales), and any such purported lease,sublease, license, concession or other agreement shall be absolutely void andineffective as a conveyance of any right or interest in the possession use,occupancy or utilization of any part of the Premises;

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6.1.7        Indemnity - To defend, withcounsel reasonably acceptable to Landlord, save harmless, and indemnifyLandlord  from any liability for injury,loss, accident or damage to any person or property occurring on the Premises,in the Building or the Lot, or elsewhere in the Park, and from any claims,actions, proceedings and expenses and costs in connection therewith (including,without implied limitation, reasonable counsel fees):  (i) to the extent arising from the negligentacts, omissions and/or willful misconduct of Tenant or any of Tenant’semployees, agents, contractors, subtenants, assignees, licensees or invitees,not caused by the negligent acts, omissions and/or willful acts of Landlord,its agents, employees, contractors or invitees or (ii) resulting from thefailure of Tenant to perform and discharge its covenants and obligations underthis Lease.  In no event shall Tenant beobligated to indemnify Landlord for any willful or negligent act or omission ofLandlord or of any of Landlord’s employees, agents, contractors orlicensees.  Notwithstanding anything tothe contrary contained in this Lease, in no event shall Tenant be liable toLandlord for any indirect, consequential, special, exemplary, incidental orpunitive damages arising from or relating to this Lease, except that thedamages set forth in Section 6.1.16 for a holdover shall be deemed to bedamages that are recoverable by Landlord so long as Landlord shall give Tenantat least thirty (30) days prior written notice before which any such damage mayoccur (e.g., Landlord loses a lease in place due to Tenant’s holding over), asmore particularly set forth in Section 6.1.16 hereof.  The covenants and indemnifications set forthin this Section 6.1.7 shall survive the expiration or earlier termination ofthis Lease;

6.1.8        Tenant’s Liability Insurance - Tomaintain public liability insurance in the Premises in amounts which shall, atthe beginning of the Term, be at least equal to the limits set forth in Section1.1 and, not more than two times during the Term, shall be for such higherlimits, if any, as are customarily carried in the area in which the Premisesare located on property similar to the Premises and used for similar purposesand to furnish Landlord (and/or its mortgagees) with the certificates thereof,prior to occupancy hereunder, evidencing such coverage and providing that theinsurance indicated therein shall not be cancelled without at least ten (10)days’ prior written notice to Landlord. Landlord and its mortgagee shall be named as additional insureds on anysuch policies;

6.1.9        Tenant’s Workmen’s CompensationInsurance - To keep all Tenant’s employees working in the Premises coveredby workmen’s compensation insurance in statutory amounts;

6.1.10      Landlord’s Right of Entry — Uponnot less than twenty-four (24) hours notice or other reasonable notice andduring regular business hours (except in the event of an emergency), to permitLandlord and Landlord’s agents entry for the following purposes: (a) toexamine the Premises at reasonable times and, if Landlord shall so elect, tomake repairs or replacements; (b) to remove, at Tenant’s expense, anychanges, additions, signs, curtains, blinds, shades, awnings, aerials, flagpoles,or the like not consented to in writing; and (c) to show the Premises toprospective tenants during the twelve (12) months preceding expiration of theTerm and to prospective purchasers and mortgagees at all reasonable times.  Notwithstanding anything to the contrarycontained in this Lease, any entry by Landlord and Landlord’s agents shall notimpair Tenant’s operations more than reasonably necessary and shall comply withTenant’s reasonable

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securityprocedures, and Tenant shall have the right to have an employee accompanyLandlord and/or its agents at all times that Landlord and/or its agents arepresent on the Premises;

6.1.11      Loading - Not to place a load uponthe Premises exceeding an average rate of fifty (50) pounds of live load persquare foot of floor area; and not to move any safe, vault or other heavyequipment in, about or out of the Premises except in such a manner and at suchtimes as Landlord reasonably shall in each instance approve; Tenant’s businessmachines and mechanical equipment which cause vibration or noise that may betransmitted to the Building structure or to any other leased space in theBuilding shall be placed and maintained by Tenant in settings of cork, rubber,spring, or other types of vibration eliminators sufficient to eliminate suchvibration or noise;

6.1.12      Landlord’s Costs - In case Landlordshall, without any fault on its part, be made party to any litigation commencedby or against Tenant or by or against any parties in possession of the Premisesor any part thereof claiming under Tenant, to pay, as additional rent, allreasonable costs including, without implied limitation, reasonable counsel feesincurred by or imposed upon Landlord in connection with such litigation and asadditional rent, also to pay all such costs and fees incurred by Landlord inconnection with the successful enforcement by Landlord of any obligations ofTenant under this Lease;

6.1.13      Tenant’s Property - All thefurnishings, fixtures, equipment, effects and property of every kind, nature anddescription of Tenant and of all persons claiming by, through or under Tenantwhich, during the continuance of this Lease or any occupancy of the Premises byTenant or anyone claiming under Tenant, may be on the Premises or elsewhere inthe Building or on the Lot or elsewhere in the Park shall be at the sole riskand hazard of Tenant, and if the whole or any part thereof shall be destroyedor damaged by fire, water or otherwise, or by the leakage or bursting of waterpipes, steam pipes, or other pipes, by theft, or from any other cause, no partof said loss or damage is to be charged to or to be borne by Landlord except tothe extent arising from Landlord negligence or willful misconduct, or that ofits agents, employees or contractors, as required by law;

6.1.14      Labor or Materialmen’s Liens - Topay promptly when due the entire cost of any work done on the premises byTenant, its agents, employees, or independent contractors; not to cause orpermit any liens for labor or material performed or furnished in connectiontherewith to attach to the Premises; and immediately to discharge any suchliens which may so attach within twenty (20) days after receipt of writtennotice of such attachment;

6.1.15      Changes or Additions — Except inconnection with the construction of Landlord’s Work hereunder, not to make anymaterial changes or additions to the Premises without Landlord’s prior writtenconsent, which such consent shall not be unreasonably withheld, conditioned ordelayed.  Notwithstanding the foregoing,Tenant may, from time to time, at its own cost and expense and without theconsent of Landlord, make non-structural alterations, additions or improvementsto the Premises that are decorative in nature, so long as they do not affectany of the mechanical, electrical or plumbing systems of the Building(collectively herein called “**Permitted****Alterations**”) whose cost in any one instance is FifteenThousand Dollars ($15,000.00) or less, provided that Tenant first notifies Landlordin writing of any such

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Alterations.  If Tenant desires to make any alterationscosting in excess of Fifteen Thousand Dollars ($15,000.00) in any one instanceor any other alteration, including any structural alteration or alterationaffecting any of the mechanical, electrical or plumbing systems of the Building(each an “**Approval Alteration**”; PermittedAlterations and Approval Alterations are collectively referred to herein as “**Alterations**”), Tenant must first obtain the consent ofLandlord thereto, which consent shall not be unreasonably withheld, conditionedor delayed.  If Landlord reasonablyconcludes that the Approval Alterations involve any construction, alterationsor additions requiring unusual expense to readapt the Premises to normal officeuse on the Term Expiration Date, Landlord shall notify Tenant in writing at thetime of approval that such re-adaptation will be required to be made by Tenantprior to such Term Expiration Date without expense to Landlord.  Landlord’s failure to so notify Tenant shallmean that no such re-adaptation shall be required on or before the TermExpiration Date in connection with such Alteration.

To secure Landlord’s consent for an ApprovalAlteration, Tenant shall submit to Landlord working drawings and specificationsprepared by an architect or such other information regarding the ApprovalAlteration as Landlord may reasonably request (collectively, the “**Working Drawings and Specifications**”).  Within ten (10) business days followingTenant’s initial submission of the Working Drawings and Specifications, andwithin five (5) business days for any other submission to Landlord, Landlordshall approve (by signing a copy thereof) or shall disapprove the WorkingDrawings and Specifications.

Anyand all Alterations shall be performed by GCCI at Tenant’s expense, which shallequal the direct cost to GCCI (without fees or general conditions) plus amarkup equal to six percent (6%) of such direct costs and shall be on a “competitivebid” and “open book” basis, unless GCCI elects not to so perform the same.  In such event that GCCI elects not to performthe same, Tenant may engage another contractor provided such contractor isreputable, bondable by reputable bonding companies, carries the kind ofinsurance and in the amounts set forth herein, and will work in harmony withLandlord’s contractors and laborers in the Building and such contractor isreasonably approved by Landlord (each an “**Approved Contractor**”).  Notwithstanding the foregoing, no suchbonding is required for any such work.

Tenantin making any Alterations  shall causeall work to be done in a good and workmanlike manner using all new materialssubstantially equal to or better than those used in the construction of thePremises and shall comply with or cause compliance with all laws and with anydirection given by any public officer pursuant to law and GCCI’s standardconsistent with other similarly situated Class A buildings in the area in whichthe Building is located.  Tenant shallobtain or cause to be obtained and maintain in effect, as necessary, allbuilding permits, licenses, temporary and permanent certificates of occupancyand other governmental approvals which may be required in connection with themaking of the alterations, including the Alterations.  Landlord shall cooperate with Tenant in the obtainingthereof and shall execute any documents reasonably required in furtherance ofsuch purpose, provided any such cooperation shall be without expense and/orliability to Landlord, unless Landlord elects to have GCCI perform the same inwhich event it agrees to cause GCCI to comply with the foregoing provisions,including the obligation of GCCI to use all new materials in connection withany construction hereunder, and other provisions set forth herein applicable toTenant’s contractor.

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Atleast annually if such Alterations or any other alterations hereunder haveoccurred during the past calendar year, Tenant shall furnish to Landlordas-built sepias and, if applicable, operating manuals, or, at Landlord’s optionand only if Tenant’s computer system is compatible with that of Landlord’s,computer disk specifications compatible with Landlord’s computer system of thework done by Tenant during such past year and copies of all permits issued inconnection therewith.

Tenantshall have its contractor procure and maintain in effect during the term ofsuch alterations, including Alterations, reasonably satisfactory insurancecoverages with an insurance company or companies authorized to do business inthe Commonwealth of Massachusetts, and shall, upon Landlord’s request, furnishLandlord with certificates thereof;

6.1.16      Holdover - To pay to Landlord onehundred seventy five (175%) percent of the Fixed Rent, together with theadditional rent, then applicable for each month or portion thereof Tenant shallretain possession of the Premises or any part thereof after the termination ofthis Lease, whether by lapse of time or otherwise, and also to pay all damagesproximately sustained by Landlord on account thereof, except that the holdoverrent for the first thirty (30) days shall be at only one hundred fifty (150%)percent of the Fixed Rent, and no damages shall be due except after holdover byTenant exceeding thirty (30) days and after receipt of at least thirty (30)days’ prior written notice (which such notice may be given prior to theexpiration of said period or the Term) notifying Tenant that Landlord hasentered into a lease with a new tenant and that damages may be incurred ifTenant continues to holdover.  The provisionsof this subsection shall not operate as a waiver by Landlord of any right ofre-entry provided in this Lease;

6.1.17      Hazardous Materials - Tenant shallnot (either with or without negligence) cause or permit the escape, disposal orrelease of any Hazardous Materials onto, in or under the Premises, the Lot orPark, except in accordance with the requirements of applicable laws andregulations.  Tenant shall not allow thestorage or use of such substances or materials in any manner not sanctioned bylaw or by the highest standards prevailing in the industry for the storage anduse of such substances or materials, nor allow to be brought into the Premisesany 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 theidentity of such substances or materials. Landlord hereby consents to Tenant’s use of ordinary office and cleaningproducts in amounts reasonably necessary for Tenant’s Permitted Use of thePremises.  Without limitation, “**Hazardous Materials**” shall include those hazardous materialsand substances described in the Comprehensive Environmental Response,Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 etseq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section6901 et seq., the Massachusetts Hazardous Waste Management Act, as amended,M.G.L. c.21C, the Massachusetts Oil and Hazardous Material Release Preventionand Response Act, as amended, M.G.L. c.21E, any applicable local ordinance orbylaw, and the regulations adopted under these acts, (collectively, the “**Hazardous Waste Laws**”). If any lender or governmental agency shall ever require testing toascertain whether or not there has been any release of any Hazardous Materials,then the reasonable costs thereof shall be reimbursed by Tenant to Landlordwithin twenty (20) days after receipt of demand as additional charges if andonly if the following conditions are satisfied: (i) if such requirement applies to the Premises, and 

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(ii) if anindependent, reputable third party engineer employed by Landlord or personsacting under Landlord conclusively determines that such release has been or islikely to have been solely and exclusively caused by Tenant or persons actingunder Tenant.  If Tenant receives fromany federal, state or local governmental agency any notice of violation oralleged violation of any Hazardous Waste Law, or if Tenant is obligated to giveany notice under any Hazardous Waste Law, Tenant agrees to forward to Landlorda copy of any such notice within five (5) business days of Tenant’s receipt ortransmittal thereof.  In addition, Tenantshall execute reasonable affidavits, representations and the like from time totime at Landlord’s reasonable request concerning Tenant’s best actual knowledgeor belief regarding the presence of Hazardous Materials on the Premises.  In all events, Tenant shall indemnifyLandlord in the manner elsewhere provided in this Lease from any release ofhazardous materials on the Premises or elsewhere in the Park occurring whileTenant is in possession if caused by Tenant or persons acting underTenant.  Landlord retains the right toinspect the Premises at all reasonable times, upon reasonable notice to Tenant,to ensure compliance with this paragraph. The within covenants shall survive the expiration or earlier terminationof the Term;

6.1.18      Tenant’s Authority - Tenant has thepower and authority to enter into this Lease and perform the obligations ofTenant hereunder.  This Lease and allother documents executed and delivered by Tenant in connection herewithconstitute legal, valid, binding and enforceable obligations of Tenant; and

6.1.19      Confidentiality - This Leasedocument is a confidential document by and between Landlord and Tenant andTenant agrees that this Lease shall not be copied and distributed or circulatedto any person(s) other than to such parties, and their respective mortgagees,successors or assigns, their legal counsel or their accountants or to anyprospective sublessees and assignees or affiliates of Tenant, or to anyprospective acquirers, investors, or lenders of Tenant, or to regulatoryauthorities, or to the directors, shareholders or officers of Tenant, unlessrequired by law or court order, without the prior written consent of Landlord.  All public announcements regarding this Leaseprior to Tenant’s occupancy hereunder must be approved by Landlord and Tenantin advance.  Notwithstanding theforegoing, Tenant may, if requested by Tenant’s outside counsel, file a copy ofthis Lease with the Securities and Exchange Commission and any other regulatorybody without attempting to secure any confidential treatment for information inthis Lease.

6.1.20.  Signage - Tenant shall not, withoutthe prior written consent of Landlord, which consent shall not be unreasonablywithheld, conditioned or delayed so long as Tenant shall have not assigned theLease or sublet more than fifteen (15%) percent of the Premises in theaggregate (excluding Permitted Transfers), (a) paint, place or replace anysigns on the Lot or the Premises or anywhere on the exterior of the Building,or (b) place any curtains, blinds (other than standard vertical blinds),shades, awnings, or flagpoles, or the like, in the Premises or anywhere on orin the Building visible from outside the Building.  Tenant shall pay all expenses involved in theerection of any signage and of obtaining the permits therefor, except asprovided in Exhibit D.  Tenant warrants thatit shall obtain (and furnish copies thereof to Landlord) all necessary permitsand approvals in compliance with local codes and ordinances prior to erectingany such exterior sign(s) and, at Landlord’s request, Tenant shall remove saidsign(s) upon the termination of this Lease.

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Inconnection with Tenant’s initial Building signage, Landlord shall usereasonable efforts to obtain, on Tenant’s behalf, all necessary permits andapprovals required pursuant to local codes and ordinances for Tenant to placean exterior sign on the Building, the location of which shall be mutually agreedupon by Landlord and Tenant.  Tenant’ssignage on the Building shall be non-exclusive and shall at all times besubject to the aforesaid leasing requirement. Tenant shall reimburse Landlord for the actual out-of-pocket third-partyreasonable costs and expenses incurred by Landlord in connection with obtainingsaid permits and approvals, including reasonable attorneys fees anddisbursements.  Tenant agrees tocooperate with Landlord during the permitting process by (i) promptly executingthe necessary documentation reasonably requested by Landlord, and (ii) byfurnishing the same to Landlord promptly upon Landlord’s request, but in noevent later than seven (7) days following Landlord’s request.  Further, the construction and erection of theBuilding signage for Tenant shall be Tenant’s sole responsibility and at Tenant’ssole cost and expense.  In no event shallsuch Building exterior signage be part of Landlord’s Work hereunder.

**ARTICLE 7**

**CASUALTYAND TAKING**

 

7.1           CASUALTY AND TAKING

In case during the Term any substantial part of thePremises, or all or any substantial part of the Building, or Lot or any one ormore of them, are, in the reasonable, good faith judgment of Landlord’sarchitect, damaged materially by fire or any other cause, or by action ofpublic or other authority in consequence thereof or are taken by eminent domainor Landlord receives compensable damage by reason of anything lawfully done inpursuance of public or other authority, this Lease shall terminate at Landlord’sor Tenant’s election, which may be made, notwithstanding Landlord’s entireinterest may have been divested, by notice given to the other within sixty (60)days after the occurrence of the event giving rise to the election toterminate, which notice shall specify the effective date of termination whichshall be not less than thirty (30) nor more than sixty (60) days after the dateof notice of such termination.  Landlordshall cause its architect to deliver to Tenant a certification as to suchrestoration period within forty-five (45) days after the casualty.  For purposes of this Section 7.1, asubstantial part of the Building or Lot or material damage to the Premises orBuilding shall be damage that a will take, using reasonable diligence, morethan nine (9) months from the date of such casualty to repair.  If in any such case the Premises are renderedunfit for use and occupation and the Lease is not terminated, Landlord shallpromptly commence and diligently prosecute the restoration of the Premises, orin case of taking, what may remain thereof, into substantially the condition immediately prior to the casualty,subject to applicable law to the extent permitted by the net award of insuranceor damages, and a just proportion of the Fixed Rent and additional rentaccording to the nature and extent of the injury shall be abated until thePremises or such remainder shall have been put by Landlord in such condition;and in case of a taking which permanently reduces the area of the Premises, ajust proportion of the Fixed Rent and additional rent shall be abated for theremainder of the Term and an appropriate adjustment shall be made to the AnnualEstimated Operating Expenses.  In theevent that such restoration is not completed within twelve (12) months afterthe date of such casualty (as such period may be extended by

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ForceMajeure Delays [not to exceed an additional thirty (30) days] and/or TenantDelays), Tenant shall have the right to terminate the Lease by notice toLandlord.

7.2           RESERVATION OF AWARD

Landlord reserves to itself any and all rights toreceive awards made for damages to the Premises, Building or Lot and theleasehold hereby created, or any one or more of them, accruing by reason ofexercise of eminent domain or by reason of anything lawfully done in pursuanceof public or other authority.  Tenanthereby releases and assigns to Landlord all Tenant’s rights to such awards, andcovenants to deliver such further assignments and assurances thereof asLandlord may from time to time reasonably request, hereby irrevocablydesignating and appointing Landlord as its attorney-in-fact to execute anddeliver in Tenant’s name and behalf all such further assignments thereof.  It is agreed and understood, however, thatLandlord does not reserve to itself, and Tenant does not assign to Landlord,any damages payable for (i) Tenant’s Property (as defined in Section 7.3(a)below, or (ii) relocation and moving expenses recoverable by Tenant from suchauthority in a separate action.

7.3           ADDITIONALCASUALTY PROVISIONS

(a)           Landlordshall not be required to repair or replace any of Tenant’s business machinery,equipment, furniture, personal property or other installations not originallyinstalled by Landlord (collectively, “**Tenant’s Property**”).

(b)           Inthe event of any termination of this Lease pursuant to this Article 7, the Termof this Lease shall expire as of the effective termination date as fully andcompletely as if such date were the date herein originally scheduled as theTerm Expiration Date.  Tenant shall haveaccess to the Premises at Tenant’s sole risk for a period of thirty (30) daysafter the date of termination in order to remove Tenant’s personal propertyexcept as prohibited by any applicable governmental agency or official.

(c)           Notwithstandingany language to the contrary contained in this Article 7, if all or anysubstantial or material part of the Premises and/or the Building or Lot or anypart thereof (as hereinabove defined), shall be damaged by fire or othercasualty or taken by eminent domain during the last twelve (12) months of theTerm of this Lease as the Lease may have theretofore been extended, then eitherLandlord or Tenant may terminate this Lease effective as of the date of suchfire or other casualty or taking upon notice to the other as aforesaid.  Also notwithstanding anything to the contrarycontained in this Article 7, Tenant may render any notice of Landlord’stermination null and void by exercising early an option to extend the initialTerm or then Extended Term of this Lease for five (5) additional years inaccordance with Exhibit F.  In the eventof such early exercise, Landlord and Tenant agree to determine the Fixed Rentfor the applicable Extended Term at least twelve (12) months prior to thecommencement date of the Extended Term in accordance with and in the manner setforth in said Exhibits F and H.

(d)             Notwithstanding anything to the contrarycontained in this Lease:  (i) Landlordshall not have the right to terminate this Lease if damage to or destruction ofthe Premises or the Building, or both, results from a casualty ordinarilycovered by insurance required to be carried by

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Landlord under this Lease; or (ii) in the event of damage to thePremises which is not required to be covered by insurance, and is not coveredby insurance actually carried or required to be carried, Landlord shall nothave the right to terminate this Lease (a) if the damage is minor (i.e. takingless than 60 days to repair) or it would cost less than ten percent (10%) ofthe replacement cost of the Premises, or (b) if Tenant agrees to pay the costof repair not covered by insurance; or (iii) if the Premises are damaged by anyperil and Landlord does not elect to terminate this Lease or is not entitled toterminate this Lease pursuant to its terms, then as soon as reasonablypracticable, Landlord shall furnish Tenant with a written opinion of Landlord’sarchitect or construction consultant as to when the restoration work requiredof Landlord may be completed.  Tenantshall have the option to terminate this Lease in the event any of the followingoccurs, which option may be exercised by delivery to Landlord of a writtennotice of election to terminate within thirty (30) days after Tenant receivesfrom Landlord the estimate of the time needed to complete such restoration: (y)the Premises, with reasonable diligence, cannot be fully repaired by Landlordwithin nine (9) months after the damage or destruction; or (z) if the Premisesare damaged by any peril within twelve (12) months of the last day of Term, andcannot be substantially restored within sixty (60) days after the date of suchdamage.

**ARTICLE 8**

**RIGHTS OFMORTGAGEE**

 

8.1           PRIORITY OF LEASE

Landlord shall have the option to subordinate thisLease to any future mortgagee or deed of trust of the Lot or Building, or both(“the mortgaged premises”), provided that the holder thereof enters into acommercially reasonable agreement with Tenant by the terms of which the holderwill agree to recognize the rights of Tenant under this Lease, assume theobligations of Landlord under this Lease and to accept Tenant as tenant of thePremises under the terms and conditions of this Lease in the event ofacquisition of title by such holder through foreclosure proceedings orotherwise and Tenant will agree to recognize the holder of such mortgage asLandlord in such event, which agreement shall be made to expressly bind andinure to the benefit of the successors and assigns of Tenant and of the holderand upon anyone purchasing the mortgaged premises at any foreclosure sale.  Any such mortgage to which this Lease shallbe subordinated may contain such terms, provisions and conditions as the holderreasonably deems usual or customary. Further, Landlord agrees, as a condition to the effectiveness of thisLease to obtain a Subordination, Non-Disturbance and Attornment Agreement fromits current lender, New England Teamsters and Trucking Industry Pension Fund,substantially in accordance with Exhibit J attached hereto.

8.2           LIMITATION ON MORTGAGEE’SLIABILITY

Upon entry and taking possession of the mortgagedpremises for any purpose other than foreclosure, the holder of a mortgage shallhave all rights of Landlord, and during the period of such possession, the dutyto perform all Landlord’s obligations hereunder.  Except during such period of possession, nosuch holder shall be liable, either as mortgagee or as holder of a collateralassignment of this Lease, to perform, or be liable in damages for failure toperform any

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of theobligations of Landlord unless and until such holder shall enter and takepossession of the mortgaged premises for the purpose of foreclosing amortgage.  Upon entry for the purpose offoreclosing a mortgage, such holder shall be liable to perform all of theobligations of Landlord accruing after said entry (including performance ofobligations arising prior to said entry but which constitute continuingobligations), provided that a discontinuance of any foreclosure proceedingshall terminate the liability of the holder as Landlord.

8.3           MORTGAGEE’S ELECTION

Intentionally Deleted.

8.4           NO PREPAYMENT OR MODIFICATION,ETC.

No Fixed Rent, additional rent, or any other chargeshall be paid more than ten days prior to the due dates thereof, and paymentsmade in violation of this provision shall (except to the extent that suchpayments are actually received by a mortgagee in possession or in the processof foreclosing its mortgage) be a nullity as against such mortgagee, and Tenantshall be liable for the amount of such payments to such mortgagee.  No assignment of this Lease and no agreementto make or accept any surrender, termination or cancellation of this Lease andno agreement to modify so as to reduce the rent, change the Term, or otherwisematerially change the rights of Landlord under this Lease, or to relieve Tenantof any obligations or liability under this Lease, shall be valid as against amortgagee unless consented to in writing by such Landlord’s mortgagee and onlyas to mortgagees of record, if any, which consent shall not be unreasonablywithheld, conditioned or delayed.

8.5           NO RELEASE OR TERMINATION

No act or failure to act on the part of Landlord whichwould entitle Tenant under the terms of this Lease, or by law, to be relievedof Tenant’s obligations hereunder or to terminate this Lease, shall result in arelease or termination of such obligations or a termination of this Leaseunless (i) Tenant shall have first given written notice of Landlord’s act orfailure to act to Landlord’s mortgagees of record, if any, the addresses forwhom previously have been provided in writing to Tenant, specifying the act orfailure to act on the part of Landlord which could or would give basis toTenant’s rights, and (ii) such mortgagees, after receipt of such notice, havefailed or refused to correct or cure the condition complained of within areasonable time thereafter, but nothing contained in this Section 8.5 shall bedeemed to impose any obligation on any such mortgagee to correct or cure anysuch condition.  “Reasonable time” asused above means and includes a reasonable time to obtain possession of themortgaged premises, if the mortgagee elects to do so, and a reasonable time tocorrect or cure the condition if such condition is determined to exist.

8.6           CONTINUING OFFER

The covenants and agreements contained in this Leasewith respect to the rights, powers and benefits of a mortgagee (particularly,without limitation thereby, the covenants and agreements contained in thisArticle 8) constitute a continuing offer to any person, corporation or

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otherentity, which by accepting or requiring an assignment of this Lease or by entryor foreclosure assumes the obligations herein set forth with respect to suchmortgagee, and such mortgagee shall be entitled to enforce such provisions inits own name.  Tenant agrees on requestof Landlord to execute and deliver from time to time any agreement which mayreasonably be deemed necessary to implement the provisions of this Article 8provided such agreement does not materially increase Tenant’s obligations ordiminish Tenant’s rights under this Lease.

8.7           MORTGAGEE’S APPROVAL

Landlord’s obligation to perform its covenants andagreements hereunder is subject to the condition precedent that this Lease beapproved by the holder of any mortgage of which the Premises are a part and bythe issuer of any commitment to make a mortgage loan which is in effect on thedate hereof.  Unless Landlord givesTenant written notice within fifteen (15) days after the Date of LeaseExecution set forth on page 3 of this Lease that such holder or issuer, orboth, disapprove this Lease, then this condition shall be deemed to have beensatisfied or waived and the provisions of this Section 8.7 shall be of nofurther force or effect.

8.8           SUBMITTAL OF FINANCIAL STATEMENT

At any time, but not more than annually, during theTerm of this Lease, within fifteen (15) days after request therefor by Landlordand, if so requested and provided by Tenant, Landlord’s execution of acommercially reasonable non-disclosure agreement, Tenant shall supply toLandlord and/or Landlord’s mortgagee a current financial statement, which shallinclude, without limitation, a balance sheet and income statement or such otherfinancial information as may be reasonably required by Landlord (or itsmortgagee).  Notwithstanding anything tothe contrary contained in this Section, Landlord acknowledges that Tenant is apublic company and that for as long a Tenant remains a public company Landlordshall not request Tenant’s financial statements.

**ARTICLE 9**

**DEFAULT**

 

9.1           EVENTS OF DEFAULT

It shall be an “**Event of Default**”under this Lease, if (i) Tenant fails to pay Fixed Rent or additional rent formore than ten (10) days, after notice thereof specifying such failure and thatsuch failure may be an Event of Default hereunder; (ii) Tenant fails to performits other non-monetary obligations hereunder for more than thirty (30) daysafter notice thereof from Landlord, together with such additional time, if any,as is reasonably required to cure the default if the default is of such anature that it cannot reasonably be cured in thirty (30) days; or (iii) ifTenant makes any assignment for the benefit of creditors, or files a petitionunder any bankruptcy or insolvency law; or (iv) if such a petition is filedagainst Tenant and is not dismissed within sixty (60) days; or (v) if areceiver becomes entitled to Tenant’s leasehold hereunder and it is notreturned to Tenant within ninety (90) days; or (vi) such leasehold is taken onexecution or other process of law in any action

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against Tenant; Landlord and the agents and servants of Landlord may,in addition to and not in derogation of any remedies for any preceding breachof covenant, immediately or at any time thereafter while such default continuesand without further notice except as required by applicable law enter into andupon the Premises or any part thereof in the name of the whole and repossessthe same as of Landlord’s former estate and expel Tenant and those claimingthrough or under Tenant and remove its and their effects without being deemedguilty of any manner of trespass and without prejudice to any remedies whichmight otherwise be used for arrears of rent or prior breach of covenant, andupon such entry or mailing as aforesaid, this Lease shall terminate, but Tenantshall remain liable as hereinafter provided. After the occurrence of an Event of Default as aforesaid, Tenant herebywaives all statutory rights of redemption, if any to the extent such rights maybe lawfully waived, and Landlord, without notice to Tenant, may store Tenant’seffects and those of any person claiming through or under Tenant at the expenseand risk of Tenant and, if Landlord so elects, may sell such effects at publicauction or private sale and apply the net proceeds to the payment of all sumsdue to Landlord from Tenant, if any, and pay over the balance, if any, toTenant.

9.2           TENANT’SOBLIGATIONS AFTER TERMINATION

In the event thatthis Lease is terminated under any of the provisions contained in Section 9.1or shall be otherwise terminated for breach of any obligation of Tenant, Tenantcovenants as follows:

a)                  If Landlordelects to liquidate its damages by notice to Tenant given within two (2) monthsafter the date of such termination to pay forthwith to Landlord, ascompensation, a sum equal to the present value of the total rent reservedfor the residue of the Term minus the rental value of the Premises for saidresidue of the Term.  In calculating therent reserved, there shall be included, in addition to the Fixed Rent and alladditional rent, the value of all other consideration agreed to be paid orperformed by Tenant for said residue; and

b)                 as an additionaland cumulative obligation, to pay punctually to Landlord all of the sums andperform all of the obligations which Tenant covenants in this Lease to pay andto perform in the same manner and to the same extent and at the same time as ifthis Lease had not been terminated.  Incalculating the amounts to be paid by Tenant under this sub clause (b), Tenantshall be credited with: (i) any amount paid to Landlord as compensation asprovided in sub clause (a) of this Section 9.2; and (ii) the net proceeds ofany rents obtained by Landlord by reletting the Premises, after deducting allof Landlord’s reasonable expenses in connection with such reletting, including,without implied limitation, all repossession costs, brokerage commissions,tenant improvements costs paid or tenant improvement allowances granted, feesfor legal services, and any other expenses of reletting the Premises orpreparing the Premises for the new tenant or tenants (which reletting costsshall be amortized on a straight-line basis of the term of the new lease andthe only portion allocable to the terminated term of this Lease shall becharged to Tenant).

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Landlordagrees to use commercially reasonable efforts to relet the Premises followingtermination provided, however, that Landlord: (*x*)may relet the Premises or any part or parts thereof for a term or terms whichmay, at Landlord’s option, be equal to or less than or exceed the period whichwould otherwise have constituted the balance of the Term, and may grant suchconcessions and free rent as Landlord in its sole judgment considers advisableor necessary to relet same; (*y*) may makesuch alterations, repairs and decorations in the Premises as Landlord, in its solejudgment, considers advisable or necessary to relet the same, and no action ofLandlord in accordance with the foregoing sub clauses (*x*)and/or (*y*), or Landlord’s failure to relet or tocollect the rent through reletting, shall operate or be construed to release orreduce Tenant’s liability as aforesaid; and (*z*)shall have no duty to relet the Premises to a prospective tenant who is alsointerested in leasing other space that Landlord (or its affiliate(s)) then hasavailable in the Park.

Solong as at least twelve (12) months of the Term remain unexpired at the time ofsuch termination, in lieu of any other damage of indemnity and in lieu of fullrecovery by Landlord of all sums payable under all the foregoing provisions ofthis Section 9.2, Landlord may, by written notice to Tenant, at any time givenwithin thirty (30) days after this Lease is terminated under any of theprovisions contained in Section 9.1, or is otherwise terminated for breach ofany obligation of Tenant and before such full recovery, elect to recover, andTenant shall thereupon pay, as liquidated damages, an amount equal to theaggregate of the Fixed Rent and additional rent accrued under Article IV in thetwelve (12) months ended next prior to such termination (or if the Term has notyet commenced, the Fixed Rent and additional rent that would be due for saidtime period) plus the amount of Fixed Rent and additional rent of any kindaccrued and unpaid at the time of termination and less the amount of anyrecovery by Landlord under the foregoing provisions of this Section 9.2 up tothe time of payment of such liquidated damages.

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

**ARTICLE10**

**MISCELLANEOUS**

 

10.1         TITLES

The titles of the Articles are for convenience and arenot to be considered in construing this Lease.

10.2         NOTICE OF LEASE

Concurrently with the execution of this Lease, bothparties shall execute and deliver, after the Term begins, a short form of thisLease in the form attached hereto as Exhibit G. If this

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Leaseis terminated before the Term expires, the parties will execute an instrumentacknowledging the date of termination.

10.3         RELOCATION

Intentionally Deleted.

10.4         NOTICES FROM ONE PARTY TO THE OTHER

No notice, approval, consent requested or electionrequired or permitted to be given or made pursuant to this Lease shall beeffective unless the same is in writing. Communications shall be addressed, if to Landlord, at Landlord’sAddress, with a copy to Gloria M. Gutierrez, Esq., The Gutierrez Company, OneWall Street, Burlington, MA 01803, or at such other address as may have beenspecified by prior notice to Tenant and, if to Tenant, at Tenant’s Address, orat such other place as may have been specified by prior notice toLandlord.  Any communication so addressedshall be deemed duly served if mailed by registered or certified mail, returnreceipt requested, delivered by hand, or by overnight express service by acarrier providing a receipt of delivery.

10.5         BIND AND INURE

The obligations of this Lease shall run with the land,and this Lease shall be binding upon and inure to the benefit of the parties heretoand their respective successors and assigns, except that the Landlord namedherein and each successive owner of the Premises shall be liable only for theobligations accruing during the period of its ownership, said liabilityterminating as to future liability upon termination of such ownership andpassing to the successor in ownership. Neither the Landlord named herein nor any successive owner of thePremises whether an individual, trust, a corporation or otherwise shall haveany personal liability beyond their equity interest in the Project, and thesales, rental, insurance and condemnation proceeds therefrom.

10.6         NO SURRENDER

The delivery of keys to any employees of Landlord orto Landlord’s agent or any employee thereof shall not operate as a terminationof this Lease or a surrender of the Premises.

10.7         NO WAIVER, ETC.

The failure of Landlord or of Tenant to seek redressfor violation of, or to insist upon the strict performance of any covenant orcondition of this Lease or, with respect to such failure of Landlord, any ofthe Rules and Regulations referred to in Section 6.1.4, whether heretofore orhereafter adopted by Landlord, shall not be deemed a waiver of such violationnor prevent a subsequent act, which would have originally constituted a violation,from having all the force and effect of an original violation.  The receipt by Landlord of Fixed Rent oradditional rent with knowledge of the breach of any covenant of this Leaseshall not be deemed a waiver of such breach by Landlord, unless such waiver bein writing signed by Landlord.  Noconsent or waiver, express or implied, by Landlord or Tenant to or of anybreach of any agreement or duty shall be construed as a waiver or consent to orof any other breach of the same or any other agreement or

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duty.

10.8         NO ACCORD AND SATISFACTION

No acceptance by Landlord of a lesser sum than theFixed Rent and additional rent then due shall be deemed to be other than onaccount of the earliest installment of such rent due, nor shall any endorsementor statement on any check or any letter accompanying any check or payment asrent be deemed as accord and satisfaction, and Landlord may accept such checkor payment without prejudice to Landlord’s right to recover the balance of suchinstallment or pursue any other remedy in this Lease provided.

10.9         CUMULATIVE REMEDIES

The specific remedies to which Landlord may resortunder the terms of this Lease are cumulative and are not intended to beexclusive of any other remedies or means of redress to which it may be lawfullyentitled in case of any breach or threatened breach by Tenant of any provisionsof this Lease.  In addition to the otherremedies provided in this Lease, Landlord or Tenant shall be entitled to therestraint by injunction of the violation or attempted or threatened violationof any of the covenants, conditions or provisions of this Lease or to a decreecompelling specific performance of any such covenants, conditions orprovisions.

10.10       PARTIAL INVALIDITY

If any term of this Lease, or the application thereofto any person or circumstances shall to any extent be invalid or unenforceable,the remainder of this Lease, or the application of such term to persons orcircumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby, and each term of this Lease shall be valid andenforceable to the fullest extent permitted by law.

10.11       RIGHT TO CURE

If Tenant shall at any time default, beyond applicablenotice and cure periods, in the performance of any obligation under this Lease,Landlord shall have the right, but shall not be obligated, upon five (5) days’prior notice to Tenant (except in the event of an emergency where at leastverbal notice will be given as soon as reasonably possible), to enter upon thePremises and to perform such obligation, notwithstanding the fact that nospecific provision for such substituted performance by Landlord is made in thisLease with respect to such default.  Inperforming such obligation, Landlord may make any payment of money or performany other act.  All sums so paid byLandlord (together with interest at the rate set forth in Section 4.3 hereof),and all necessary incidental costs and expenses in connection with theperformance of any such acts by Landlord, shall be deemed to be additional rentunder this Lease and shall be payable to Landlord immediately on demand.  Landlord may exercise the foregoing rightswithout waiving any other of its rights or releasing Tenant from any of itsobligations under this Lease.  Landlordshall not be deemed to be in default of its obligations unless Landlord failsto perform any covenant, condition or agreement contained in this Lease andfails to cure the

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nonperformancewithin a reasonable time under all the circumstances, but not later than thirty(30) days after receiving written notice of the failure, provided, however,that if the nature of Landlord’s failure to perform reasonably requires morethan thirty (30) days to cure, then Landlord shall not be deemed in default ifLandlord commences to cure such failure within said thirty (30) day period andthereafter diligently and in good faith prosecutes such cure to completion.

10.12       ESTOPPEL CERTIFICATE

Tenant agrees on the Commencement Date, and from timeto time thereafter, upon not less than thirty (30) days’ prior written requestby Landlord, to execute, acknowledge and deliver to Landlord a statement inwriting in substantially the form attached hereto as Exhibit B, correcting asappropriate any statements therein.   Landlordagrees on the Commencement Date, and from time to time thereafter, upon notless than thirty (30) days’ prior written request by Tenant, to execute,acknowledge and deliver to Tenant a statement in writing in substantially theform attached hereto as Exhibit B, correcting as appropriate any statementstherein.

10.13       WAIVER OF SUBROGATION

Landlord and Tenant mutually agree, with respect to any hazard which iscovered by casualty or property insurance then being carried by them, orrequired to be carried hereunder (whether or not such insurance is then ineffect) to release each other from any and all claims with respect to suchloss; and they further mutually agree that their respective insurance companiesshall have no right of subrogation against the other on account thereof.  If extra premium is payable by either partyas a result of this provision, the other party shall reimburse the party payingsuch premium the amount of such extra premium.

10.14       BROKERAGE

Landlord and Tenant each represent to the other thatthey have dealt with no real estate brokers, finders, agents or salesmen inconnection with this transaction, except Studley, Inc., and Richards, BarryJoyce & Partners, LLC representing Tenant, and Richards, Barry Joyce &Partners, LLC, representing Landlord (“**Brokers**”).   Each party agrees to hold the other partyharmless from and against all claims for brokerage commissions, finder’s fees,or other compensation made by any other agent, broker, salesman or finder as aconsequence of said party’s actions or dealings with such agent, broker,salesman, or finder.  Landlord agrees topay a fee to Tenant’s broker pursuant to a separate agreement.

10.15       COVENANTS INDEPENDENT

Eachprovision hereof constitutes an independent covenant, enforceable separatelyfrom each other covenant hereof.  To theextent any provision hereof or any application of any provision hereof may bedeclared unenforceable, such provision or application shall not affect anyother provision hereof or other application of such provision.  Tenant acknowledges and agrees that Tenant’sobligation to pay Fixed Rent and additional rent is independent of any and allobligations of Landlord hereunder, with the result that Tenant’s sole remedyfor any alleged

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breach by Landlordof its obligation hereunder shall be to commence a judicial proceeding againstLandlord seeking specific performance or damages, except as provided in thisLease.

10.16       ACCESS

Subject to the terms and provisions of this Lease andall laws applicable to the Premises, Tenant shall have twenty-four (24) hours,seven (7) days per week, fifty-two (52) weeks per year, access to the Premises.

10.17       ENTIRE AGREEMENT

Thisinstrument contains the entire and only agreement between the parties as to thePremises, and no oral statements or representations or prior written matter notcontained in this instrument shall have any force or effect.  This Lease shall not be modified in any wayexcept by a writing subscribed by both parties.

10.18       GOVERNINGLAW

This Lease shall be governed by and construed andenforced in accordance with the laws and the Courts of the Commonwealth ofMassachusetts.

10.19       ADDITIONALREPRESENTATIONS

Landlord represents and warrants to Tenant as follows:

(a)                                  thatLandlord has the right and authority to enter into this Lease and grant Tenantpossession of the Premises and other rights set forth herein, and that theperson executing this Lease has the power to sign this Lease and bind Landlordhereto; and

(b)                                 thatLandlord is the fee simple owner of the Lot and that Landlord (or itsaffiliate(s) or an affiliate(s) of The Gutierrez Company) are the fee simpleowners of the Park; and

(c)                                  that the Building (including the Landlord’sWork) and the Lot will, upon substantial completion of Landlord’s Work and theCommencement Date hereunder and issuance of all necessary permits and approvalsrequired to be obtained from any and all necessary governmental agencies priorto occupancy of the Premises by Tenant, if necessary, including withoutlimitation, a certificate of occupancy from the Town of Burlington, whichallows Tenant to use and occupy the Building as herein provided, comply withall dimensional, use, parking, loading and other zoning requirements of theTown of Burlington, and all applicable building codes and governmental requirements,including, without limitation, all ADA, local and state requirements andregulations promulgated thereunder and other applicable laws and rulesgoverning access to and use of

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                                                facilities by people with disabilities,including the Massachusetts Architectural Access Board regulations; and

(d)                                 the Building (including the roof inaccordance with industry standards and all mechanical and electrical systems),Premises, common areas, and Lot shall be, on the Commencement Date, be in goodoperating condition and repair, free and clean of debris, and ready for Tenant’suse and occupancy; and

(e)                                  that no other tenants of the Building will beprovided within their lease a parking ratio of greater than 3.0 spaces per1,000 RSF leased throughout the Term (including any extensions hereof), andthat parking shall be free of charge throughout the Term (including anyextensions thereof); and

(f)                                    that Landlord shall, by the Term CommencementDate, at its cost, repair and/or replace any windows or glazing in the Premiseswhich, as of this date, show water leakage or have failed in other ways,including loose or damaged caulking, “fogged” glazing units or glazing unitswith failed seals; and

(g)                                 that Landlord has, prior to the date of thisLease, provided Tenant with full and complete copies of any and all reports orinformation regarding any Hazardous Materials previously located or currentlylocated in, on, under or about the Premises, Building, Lot and Park currentlywithin its possession.

If any of the foregoing representations are untrue or warranties notsatisfied as of the Term Commencement Date, Landlord shall promptly correct thesame, at its sole cost and expense and not as a Landlord’s Operating Costsfollowing receipt of written notice from Tenant.

**ARTICLE11**

**SECURITY**

 

     Security in the amount of One Hundred TwoThousand Six Hundred Thirty Dollars ($102,630.00) shall be delivered by Tenantto Landlord promptly following the effectiveness of this Lease which shalloccur upon the satisfaction of the conditions set forth in Sections 8.1 and 8.7above (the “**Security**”).  Such Security shall be, at Tenant’s option,in the form of (i) cash, or (ii) in substantially the form of the sample Letterof Credit attached hereto as Exhibit I, and shall, if it is in the form of aLetter of Credit, (a) name the Landlord as its beneficiary, (b) expire not lessthan one (1) year after the issuance thereof, and (c) be drawn on anFDIC-insured financial institution reasonably satisfactory to Landlord.  The Tenant shall have the right exercisableat any time during the Term hereof to replace any cash Security with a Letterof Credit, subject to the provisions of Article 11 hereof.  If the initial term of the Letter of Creditwill expire, Tenant shall from time to time, as necessary, renew or replace oramend the original and any subsequent Letter of Credit no fewer thantwenty-five banking (25) days prior to the expiry date of the Letter of Creditthen held by Landlord, and if Tenant fails to renew or replace or amend saidLetter of Credit by not later than twenty-five (25) banking days prior toexpiry date, Landlord may draw upon such Letter of Credit and hold the proceedsthereof in an account as Security, without

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interest untilTenant provides to Landlord a replacement letter of credit complying with therequirements for the original Letter of Credit as set forth above.

     Landlord may, from time to time, withoutprejudice to any other remedy, use all or a portion of the Security to cure anycontinuing Event of Default, including any uncured default in connection withany arrearages of Rent, costs incurred by Landlord to repair damage to thePremises caused by Tenant (subject to Section 10.13), and any reasonablecosts incurred by Landlord to repair (other than normal wear and tear or damagecaused by Landlord, its agents or employees) the Premises upon termination ofthis Lease.  Following any suchapplication of the Security, Tenant shall, within five (5) business days afterreceipt of written demand, restore the cash security or letter of credit to itsfull amount, as applicable.  Tenant shallnot have the right to call upon Landlord to apply all or any part of theSecurity to cure any continuing Event of Default, but such use shall be solelyin the discretion of Landlord.  If thereis no continuing Event of Default, at the termination of this Lease, afterTenant surrenders the Premises to Landlord in accordance with this Lease andall amounts then due Landlord from Tenant are finally determined and paid byTenant or through application of the Security, the balance of the Security,either cash or the Letter of Credit, as applicable, shall be returned to Tenantand in any event, within thirty (30) days of expiration of the Term of thisLease and surrender of the Premises.  IfLandlord transfers its interest in the Building during the Term, Landlord shallassign the Security to the transferee, Landlord shall notify Tenant of theassignment and thereafter have no further liability for the return of theSecurity so transferred to the transferee (as successor Landlord).  If the Security is in the form of a Letter ofCredit, Landlord shall have no further liability for the return of such Letterof Credit once the assignee has assumed Landlord’s obligations with respect tothe return of the Letter of Credit and Landlord has notified Tenant of theassignment. Upon any such delivery, Tenant hereby releases Landlord hereinnamed of any and all liability with respect to the Letter of Credit, itsapplication and return, and Tenant agrees to look solely to such grantee ortransferee.  It is further understoodthat this provision shall also apply to subsequent grantees ortransferees.  Upon request by Tenant,Landlord shall provide Tenant with a copy of the assignment and assumption orother written documentation that was entered into to effectuate the transfer ofthe Letter of Credit.  Landlord shall notbe required to segregate the Security from its other accounts or to payinterest thereon, as aforesaid.

Inthe event the Lease is assigned by Tenant, Tenant’s assignee may provide areplacement Letter of Credit and the original Letter of Credit held by Landlordshall be returned to Tenant, provided that such Letter of Credit shall remainsubject to all of the terms and conditions of this Article 11.  Landlord shall deliver the original priorLetter of Credit to the prior tenant simultaneously upon the delivery of thereplacement letter of credit by Tenant’s assignee or as soon as possiblethereafter.

*Remainderof Page Intentionally Left Blank*

*SignaturePage to Follow*

 

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** **

**EXECUTED**as a sealed instrument in two or more counterparts on the day and year firstabove written.
| TENANT:                                    |   |               |   | LANDLORD:                            |
|--------------------------------------------|--------|--------------------|--------|--------------------------------------|
|                                       |   |               |   |                                 |
| ZORAN CORPORATION,                         |   |               |   | AUBURN-OXFORD TRUST                  |
| a Delaware corporation                     |   |               |   |                                 |   |   |
|                                       |   |               |   |                                 |   |   |
|                                       |   |               |   |                                 |   |   |
|                                       |   |               |   |                                 |   |   |
| By:                                        |   | /s/ Karl Schneider |   |                                 |   | By: |   | /s/ John A. Cataldo |
|                                       |   |               |   | John A. Cataldo,                     |
| Duly Authorized Sr. VP,  Finance & CFO |   |               |   | as Trustee on behalf of  himself and |
|                                       |   |               |   | his co-Trustee, and not individually |
|                                            |        |                    |        |                                      |  |  |  |  |  |  |

** **

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** **

**EXHIBIT “A”**

Plan Showing Tenant’s Space

[SEE ATTACHED]

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****

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****

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** **

**EXHIBIT “B”**

**ESTOPPELCERTIFICATE**

 

THIS CERTIFICATE is made to _____________________,(the “Bank”) with respect to a lease between Auburn-Oxford Trust (“Landlord”)and the undersigned, covering a building located at One Wall Street,Burlington, Massachusetts, such lease being dated January ____, 2007 [asamended] (the “Lease”).

The undersigned has been advised that the Bank isabout to enter into a transaction whereby the Bank is making a loan secured bythe aforesaid real estate and the Lease to the undersigned, and under which theBank may acquire an ownership interest in such real estate.  In connection with this transaction, theentire interest of the Landlord under the Lease to the undersigned will beassigned to the Bank.  The undersignedacknowledges that the Bank is and will be relying upon the truth, accuracy andcompleteness of this letter in proceeding with the transaction described above.

The undersigned, for the benefit of the Bank, theirsuccessors and assigns, hereby certifies, represents, warrants, agrees andacknowledges that:

1.                                       TheLease is in full force and effect in accordance with its terms withoutmodification or amendment except as noted below and the undersigned is theholder of the Tenant’s interest under the Lease.

2.                                       Exceptas noted below, the undersigned is in possession of all of the Premisesdescribed in the Lease under and pursuant to the Lease and is doing businessthereon; and the Premises are completed as required by the Lease.

3.                                       Exceptas noted below, the undersigned has no claims or offsets with respect to any ofits obligations as Tenant under the Lease, and neither the undersigned nor theLandlord is claimed to be in default under the Lease.

4.                                       Exceptas noted below, the undersigned has not paid any rental or installments thereofin advance of the due date as set forth in the Lease.

5.                                       Exceptas noted below, the undersigned has no notice of prior assignment,hypothecation or pledge of rents of the Lease or the Landlord’s interest thereunderor of the Tenant’s interest thereunder.

6.                                       TheTerm of the Lease has commenced and is presently scheduled to expire on___________.  If there are any rights ofextension or renewal under the terms of the Lease, the same have not, as of thedate of this estoppel, been exercised.

7.                                       Untilsuch time as the Bank shall become the Landlord, if the undersigned shouldassert a claim that the Landlord has failed to perform an obligation to theundersigned under the terms of the Lease or otherwise, notice thereof shall

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                                                promptlybe furnished to the Bank at the following address: __________________________;and the undersigned agrees that the undersigned will not exercise any rightswhich the undersigned might otherwise have on account of any such failure untilnotice thereof has been given to the Bank, and the Bank has had the sameopportunity to cure any such failure as the Landlord may have under the termsof the Lease.

8.                                       Eachof the statements set forth in Paragraphs 1 through 7 are true, accurate and completeexcept as follows (state specifically any exception):
| DATED:  |   |                   |
|---------|--------|------------------------|
|    |   |                   |
| ATTEST: |   | Zoran Corporation,     |
|    |   | a Delaware corporation |
|    |   |                   |
|    |   | By:                    |
|    |   |                   |
|    |   | Name:                  |
|    |   |                   |
|    |   | Title:                 |
|    |   |                   |

 

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** **

**EXHIBIT “C”**

**PRELIMINARYPLANS AND OUTLINE SPECIFICATIONS**

**OFLANDLORD’S WORK**

 

**(TENANT IMPROVEMENT WORK FOR PREMISES)**

**See attached Preliminary Plans and the outlinespecifications set forth below**

GWB Partitions

·                  All partitions to be 3 5/8” studs 24”o.c. with 5/8” GWB on each side to 6” above ceiling.

 

·                  Full height partitions (to deckabove) at: Conference Rooms, Training Room, V.P. offices, enclosed labs andcomputer room/lab with sound insulation. Walls at corridors, storage rooms (unoccupied areas) do not need fullheight partitions.

 

Flooring

·                  General flooring to be carpettile.  Include an allowance of $35/S.Y.to furnish and install.

 

·                  Upgrade flooring at V.P. offices,large conference rooms and training room to $40/S.Y. to furnish and install.

 

·                  VCT flooring (Armstrong StandardExcellon) at enclosed labs, storage rooms, computer room/lab, utility rooms andlunch room.

 

·                  Include 4” vinyl base at all verticalsurfaces

 

·                  The total allowance for all theflooring and base is $191,000.00.

 

Wall Treatment

·                  Painted GWB eggshell finish allareas.

 

·                  Fabric-wrapped panels to be F&Iby Tenant.

 

·                  Include an allowance of $6,000.00 toF&I.  200 S.F. of

wood panels at thelobby/reception.

 

Ceiling

·                  2x2x5/8 reveal edge ACT Armstrong#704 in a standard “T” grid.   lManufacturers Standard White finish.

 

·                  Includes an allowance of $6,000 toF&I 1,500 S.F. of GWB ceilings or/and soffits.

 

Doors/Frames&Glazing 

·                  Entrance doors, frames to be 3’-0” x8’-4” plain sliced Red Oak Factory finished door in a K.D. hollow metal framew/heavy duty lever handle lockset, 2 pair bb hinges, door stop and electricstrike.

 

·                  Interior doors and frames to be 3’0”x7’0”plain sliced Red Oak Factory finished door in a K.D. hollow metal framesw/heavy duty latchset, 1 1⁄2 pair hinges and door stop.

 

·                  Side lights to be 2’x7’ welded hollowmetal frame painted with 1⁄4” clear safety glass and vertical blind at alloffices, conference rooms and training room. An allowance of $36,000.00 is included for 48 sidelights.

 

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Millwork

·                  Includes an allowance of $36,000.00for plastic laminate countertops and base cabinets at mail room, copy room andpantry.  Includes adjustable malameneshelving above counters in the mail and copy rooms and overhead plasticlaminate cabinets in the pantry. Allowance also includes coat closet pole and shelf and adjustableshelving.

 

Specialties

 

·                  Includes an allowance of $18,000.00for recessed ceiling mounted projection screens.

 

·                  Includes and allowance of $3,000.00for appliances.

 

·                  Includes an allowance of $6,000.00 toadd card readers to three existing elevators. Card Readers and wiring by Tenant’s security subcontractor.

 

·                  Marker Boards will be provided byTenant’s subcontractor.

 

·                  Video Conference Infrastructure willbe provided by Tenant’s subcontractor.

 

·                  Card Readers security system to beprovided by Tenant’s subcontractor.

 

·                  Systems Furniture to be provided byTenant’s subcontractor.

 

·                  Furniture will be provided by Tenant’ssubcontractor.

 

·                  Voice and Data Equipment and wiringto be provided by Tenant’s subcontractor.

 

Electrical Lighting

·                  Linear Pendant Indirect-LargeConference Rooms, “A” (VP) Offices.

 

·                  2x4 and 2x2 Recessed Indirect — OpenOffice areas. “B” Offices, Pantry Areas, Training Room, Med&SmallConference Rooms.

 

·                  2x4 Recessed Indirect — EnclosedLabs.

 

·                  2x4 Recessed Acrylic Lens — Storage,Computer Room.

 

·                  Dimming Systems for LargeConf&Training Rooms.

 

·                  Includes and allowance of $100,000.00for lighting fixtures with lamps and the lighting controls which consist ofprogrammable lighting relay control panels and occupancy sensors.  Also included are cast aluminum L.E.D. exitsigns.  This allowance is for thematerial including sales tax not for the installation.

 

·                  Specialty lighting forlobby/reception is included in the lighting fixture allowance.

 

·                  Includes an allowance of $7,500.00for wiring special purpose LAB receptacles and/or equipment.

 

·                  Maintained lighting levels shall bein accordance with the Illuminating Engineering Society of North America 9th Edition.

 

Power

·                  Distribution system panelboards,cables and circuit breakers shall be sized for present loads and futureallowance.  Future allowance shallinclude 20% spare/space for future feeder and branch circuit breakers inall  panelboards.

 

·                  Unless otherwise specially approved,all new wiring will be concealed.

 

·                  The minimum wire size for power willbe #12 AWG.

 

·                  Ground fault protection forreceptacles will be provided in accordance with National Electric Coderequirements.

 

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·                  All interior receptacles shall becommercial grade, white thermoplastic with brushed stainless steel plates.

 

·                  Provide one single pole 10-ampcircuit breaker per 120 gross S.F. for general office loads and miscellaneouspower.  One duplex wall receptacle shallbe provided for every 500 square feet of open office area.  Each enclosed office and conference roomsshall be provided with three duplex receptacles.

 

·                  Provide four (4) standard 120 voltduplex wall outlets at each lab.  ProvideEight (8) standard 120 volt duplex wall outlets at the large lab and thecomputer room.

 

·                  A single common ground or groundingbus shall be provided for the entire Premises.

 

·                  Lighting control panels shall beprovided for control of open area lighting in lobbies and open officespaces.  System shall be provided withlow voltage override switches to control zones for “after hours” use.

 

·                  Occupancy sensors should be providedfor enclosed offices, conference rooms, etc, to achieve compliance with theautomatic lighting shutoff requirements of the Massachusetts Energy Code.

 

·                  Wall mounted occupancy sensorswitches will be provided in all full heights offices in conformance with TheMassachusetts Energy Code.

 

·                  All emergency life safety egresslighting in exist corridors will be connected to the existing base buildinglife safety system.

 

·                  Exit lights and emergency path ofegress lighting will be provided in quantities in accordance with applicablecodes.

 

·                  Exit signs will be LED type.

 

·                  New fire alarm devices shall beprovided in compliance with all applicable codes and authorities having jurisdiction.  New devices shall match building standard.

 

·                  Smoke detectors will be installed innew tel/data rooms and electric rooms and will be connected to remoteindicating lights located outside of the rooms.

 

·                  Telephone/data closets will haveplywood backboards and ground bar.

 

·                  Fire alarm interface shall beprovided to unlock all doors during fire alarm notification evacuation ifrequired by code.

 

·                  Provide tel/data/power floor boxes ineach large and Medium Conference Room.

 

Plumbing

·                  Includes an allowance of $7,000 toprovide stainless steel sink at Pantry areas with water connections for icemaker and coffee service.

 

Mechanical

·                  The HVAC system will be sized tomaintain indoor conditions of 75o Fdb at 50% relative humidity during summerconditions and  70o Fdb (no humiditycontrol) under heating conditions.  Useoutdoor conditions as published in the 1997 ASHRAE Fundamentals Handbooks, 1%conditions for cooling and dehumidification design and 99.6% conditions forheating design.

 

·                  Ductwork will be galvanized sheetmetal, low and medium pressure, in accordance with SMACNA standards.

 

·                  Interior partitioned offices shallhave at least one temperature zone per 10 offices.

 

·                  Perimeter partitioned offices shallhave at least one temperature zone per 5 offices.

 

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·                  Corner offices shall be provided withtheir own temperature control zone.

 

·                  Conference rooms shall be providedwith their own temperature control zone, separate exhaust fans and acousticallylined transfer ducts for return air.

 

·                  Testing and balancing of the systemwill be performed by a certified contractor.

 

·                  Includes a Sanyo 36,000 BTU (3 TonsA/C) wall mounted air conditioning unit for the computer room.

 

·                  Air conditioning for the labs will beprovided by the “House” system.

 

Telecommunications

·                  Provide a plaster ring and pullstring for each tel/data outlet.

 

·                  Provide (2) locations per eachoffice.

 

·                  Provide a minimum of (1) jacklocation for any room or work area not noted above.

 

·                  Provide a minimum of (10) jacklocations for each Enclosed Lab.

 

·                  Provide power/data floor boxes ineach Large Conference Room.

 

·                  Provide (12) power/data floor boxesin Training Room.

 

·                  Any floor feeds shall be in conduitin the spaces below the tenant’s floor.

 

·                  Provide plywood backboards in telephonerooms and data closets.

 

·                  Provide “rings & strings” fromrecessed wall junction boxes to points above the ceiling for each tel/dataoutlet, at a minimum one per 500 square feet of open floor area.

 

·                  Cableways shall be provided to linkthe main telephone/data room to the building data closets.

** **

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** **

**EXHIBIT “C-1”**

**LIST OFLANDLORD’S WORK**

**(BASEBUILDING)**

 

Inaddition to the work contemplated by the plans and specifications attached asExhibit C and to provide additional detail that may not be included in suchplans and specifications, Landlord shall perform the following work on orbefore the Commencement Date at its sole cost and expense and not as a Landlord’sOperating Cost:

·                  Inspect the roof, present evidence to Tenantof current condition, describe all necessary repairs and perform such repairsto the roof in a manner consistent with industry standards for such roofs.

·                  Ensure that all mechanical and electricalsystems in the Building are in good working order as of the Commencement Dateand present to Tenant records of such systems’ condition and evidence of allmaintenance and repairs has been performed.

·                  Perform all work necessary to achieve ADAcompliance.

·                  Repair and replace any windows or glazingwhich show water leakage or have failed in other ways including loose ordamaged caulking, “fogged” glazing units or glazing units with failed seals.

·                  Renovate the existing rest rooms on both the3rd and 4th floors of the Building inaccordance with specifications consistent with comparable first class officebuildings in the Burlington, Massachusetts market, which will include, at aminimum, upgrading of the floors, walls, ceiling finishes, and lighting of suchrest rooms.

·                  Renovate the common lobby and hallway on the4th floorof the Building, including new carpeting, lighting, wall paint/covering, doorfinishes and hardware, and ceilings in accordance with specificationsconsistent with comparable first class office buildings in the Burlington,Massachusetts market.

·                  Refinish/repaint the elevator doors andframes on the 3rd and 4th floors of the Building.

·                  Replace or re-finish window sills in thePremises, as necessary.

·                  Provide new window treatments for thePremises, as necessary.

·                  Exterior landscaping, including pruning andtree removal required to maximize Tenant’s views from the Premises.

 

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EXHIBIT C-2

Additional Work
| 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Computer room systems including supplemental air  conditioning (beyond what is included within Landlord’s Work), UPS systems,  and gaseous fire suppression equipment. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Network equipment including racks, cable management  and server equipment                                                                                                   |
| 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Audio visual equipment including projectors,  motorized screens and speaker systems.                                                                                        |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Videoconferencing systems                                                                                                                                                   |
| 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Enclosed lab supplemental air conditioning                                                                                                                                  |
| 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Lobby reception station                                                                                                                                                     |
| 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Security system and access control devices                                                                                                                                  |
| 8.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Systems furniture                                                                                                                                                           |
| 9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   | Appliances                                                                                                                                                                  |
| 10.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   | Emergency Generator — Subject to the following  provision: Subject to the provisions hereinafter provided, Tenant                                                      |
| shall have the right, at no additional charge, to  place a generator and fuel supply on the Lot, at Tenant’s sole cost and  expense. Subject to all applicable law, matters of title and the consent of  Landlord and the first floor tenant, not to be unreasonably withheld,  conditioned or delayed, Tenant has the right to install the same. The size  and location of the installation shall not be unreasonably withheld or  delayed by Landlord. All installations shall be in accordance with sound  construction practices, and in accordance with applicable law, and in a good  and workmanlike manner, and shall not materially interfere with other tenants  of the Building or Park or decrease the number of parking spaces on the Lot.  The cost of any environmental review of the proposed equipment shall be at  Tenant’s expense. Tenant shall indemnify, defend and hold Landlord harmless  from and against any and all liability or loss arising (except as a result of  the negligence or willful misconduct or Landlord, its agents, employees or  contractors) from or out of the installation, use or removal of such  generator and fuel supply. Upon expiration of the Term, Tenant shall be  responsible for the removal of the same and for repairing any damage caused  therefrom. This Section shall survive the expiration or earlier termination  of this Lease. |

 

Note: Some items may be installed by Tenant’scontractors prior to Commencement Date

 

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EXHIBIT C-3

Zoran RelocationProject Schedule

[SEE ATTACHED]

 

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****

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** **

**EXHIBIT “D”**

**LANDLORD’S SERVICES**

I.              CLEANING

**A.**            **Building Lobbies andCommon Areas**

1.                                       Entrancedoors and partition glass to be cleaned nightly.  Wipe down frames and fixtures as needed.

2.                                       Removeentrance mats and clean sand and dirt from pits and floors, clean and replacemats nightly.

3.                                       Floorsto be swept and washed nightly.  Maintaina high luster finish following manufacturer’s specifications.

4.                                       Wallsto be dusted and spot cleaned as necessary, thoroughly washed twice a year.

5.                                       Emptyand wipe clean trash receptacles nightly including exterior smoker’s stations.

6.                                       Dust,with treated cloth, security desks, window sills, directory frames, planters,etc., nightly.

7.             Clean director glass nightly.

8.                                       Vacuumall carpeted areas nightly, treat and spot clean stains, clean fully as needed.

9.                                       Vinyltile floors to be dry mopped nightly, spot washed with clean water as neededand spray buffed weekly.

10.                                 Sweepall stairwells in building nightly and keep in clean condition, washing same asnecessary.

11.                                 Doall high dusting (not reached in nightly cleaning) quarterly, which includesthe following:

(a)           Dust all pictures, frames, charts,graphs and similar wall hangings.

(b)                                 Dustexposed piped, ventilation and air conditioning grilles, louvers, ducts andhigh molding, as needed.

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12.                                 Cleanand maintain luster on ornamental metal work as needed within arm’s reach.

13.                                 Dustall drapes and blinds as needed.

14.                                 Washand disinfect drinking fountains using a non-scented disinfectant nightly.  Polish all metal surfaces on the unitnightly.

15.                                 Stripand wax all resilient tile floors yearly.

16.                                 Shampooall common area carpets at additional contract price at least once per year.

**B.****                                    Lavatories— Nightly**

1.                                       Emptypaper towel receptacles, bag and transport waste paper to designated area,disinfect receptacle and add new liner.

2.                                       Emptysanitary napkin disposal receptacles, bag and transport waste, disinfectreceptacle and add new liner.

3.                                       Refilltoilet tissue, hand towel dispensers, and sanitary napkin dispensers.

4.                                       Scour,wash and disinfect all basins, bowls and urinals using non-scenteddisinfectants.

5.                                       Wash,disinfect and wipe dry both sides of toilet seat using non-scenteddisinfectants.

6.                                       Washand polish all mirrors, counters, faucets, flushometers, bright work and enameledsurfaces.

7.                                       Spotclean toilet partitions, doors, door frames, walls, lights and light switches.

8.                                       Removeall cobwebs from walls and ceilings.

9.                                       Sweepand wash all floors, using proper non-scented disinfectants.

10.                                 Addwater to floor drains weekly, disinfect monthly.

11.                                 Turnoff lights.

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** **

**C.****                                    Elevators— Nightly**

1.                                       Thoroughlyclean walls.

2.                                       Wipeclean control panels, door frames and mirrors.

3.                                       Vacuumcab and floor door tracks.

4.                                       Vacuumfloors, shampoo as needed, wash stone floors.

5.                                       Dustceilings.

**D.****                                    GeneralCleaning (Monday through Friday — Holidays Excluded)**

**TenantAreas Nightly — Unless Noted**

 

1.                                       Emptyand clean all waste receptacles nightly and remove waste paper and wastematerials, including folded paper boxes and cartons, to designated area.  Replace liners as needed.  Check and wash waste baskets if soiled.  Abnormal waste removal (e.g. computerinstallation paper, bulk packaging, wood or cardboard crates, refuse fromcafeteria operation, etc.) shall be Tenant’s responsibility.

2.                                       Weeklyhand dust with treated cloth and wipe clean or feather dust[er] all accessibleareas on furniture, desks, files, telephones, fixtures and window sills.

3.                                       Cleanall table tops and tenant entrance glass. Spot clean partitions.

4.                                       Spotclean all walls, door frames and light switches.

5.                                       Wipeclean and polish all bright metal work as needed within arm’s reach.

6.                                       Allstone, ceramic, tile, marble, terrazzo and other unwaxed flooring to be swept,using approved dust-down preparation.

7.                                       Allwood, linoleum, rubber asphalt, vinyl and other similar type of floors to beswept, using approved dust-down preparation and mopped or cleaned with drysystem cleaner nightly.

8.                                       Receptionareas, halls, high traffic areas to be vacuumed nightly.

9.                                       Officesand cubicles to be spot vacuumed nightly. Complete vacuum weekly.

10.                                 Spotclean carpet stains.

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11.                                Washand clean all water fountains and coolers nightly.  Sinks and floors adjacent to sinks to bewashed nightly.

12.                                 Dustblinds as needed.

13.                                Vinyltile floors to be dry mopped nightly, spot washed with clean water as neededand spray buffed every two weeks.

14.           Startdishwasher. (To be billed separately by Landlord to Tenant)

15.           Wipedown microwaves. (To be billed separately by Landlord to Tenant)

16.                                Washwhiteboards with whiteboard cleaner supplied by Tenant. (To be billedseparately by Landlord to Tenant)

**E.****                                      CommonShowers**

1.                                       Washshower walls and floors nightly, using proper non-scented disinfectants.

2.                                       Cleanand disinfect shower curtains weekly.

3.                                       Scrubshowers with bleach weekly.

4.                                       Washtile walls with proper grout cleaning compound as needed.

5.                                       Addwater to floor drains weekly, disinfect monthly.

6.                                       Turnoff lights.

Note:  Landlordagrees that the aforesaid janitorial/general management services under thisSection I shall be provided to all multi-tenant/single tenant floors and thecosts (i.e. the initial costs only as such costs can increase over the Term)thereof are included in the Base Year Operating Costs.

II.            HEATING, VENTILATING AND AIRCONDITIONING

1.                                       Heating,ventilation and air conditioning as required to provide reasonably comfortabletemperatures for normal business day occupancy (except holidays), Mondaythrough Friday, from 8:00 AM to 6:00 PM, and Saturday from 8:00 AM to 1:00 PM,if so requested by Tenant, by providing at least 24 hours notice.  HVAC services beyond the aforesaid hours ofoperation can be made available to

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                                                Tenant,if so requested by Tenant, by providing at least 24 hours prior written noticeand at a cost of $25.00 per hour per unit.

2.                                       Maintenanceon any additional or special air conditioning equipment, and the associatedoperating cost thereof, will be at Tenant’s expense.

III.           WATER

Hot water for lavatory and kitchen purposes and coldwater for drinking, kitchen, lavatory and toilet purposes.

IV.           ELEVATORS

Elevators for the use of all tenants and the generalpublic for access to and from all floors of the Building, programming ofelevators (including, but not limited to, service elevators), shall be asLandlord from time to time determines best for the Building as a whole.

V.            SECURITY/ACCESS

Twenty-four (24) hour entry to the Building isavailable to Tenant and Tenant’s employees, after normal Building hours ofoperation.  Tenant shall haveunrestricted access to its Premises at all times, and not just during normalbuilding hours and operation.  Allsecurity within the Premises shall be the responsibility of the Tenant andTenant shall have the right to control its space, including the right toinstall additional security measures.

VI.           BUILDING HOURS

Normal building hours of operation are Monday throughFriday from 8:00 AM to 6:00 PM.  TheBuilding operates on Saturday from 8:00 AM to 1:00 PM, with access to theBuilding subject to the provisions as outlined in Item V contained herein.  Except for the heating, ventilating and airconditioning system, which operates in accordance with the schedule asdescribed in Item II contained herein, all Building systems, including but notlimited to electrical, mechanical, elevator, fire safety and sprinkler, andwater, operates 24 hours per day, 7 days per week, subject to repairs, failuresand interrupted service beyond Landlord’s control.

VII.                             CAFETERIA,VENDING AND PLUMBING INSTALLATIONS/INTERIOR LAVATORIES AND SHOWERS

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1.                                       Exceptas expressly set forth in this Exhibit, any space to be used primarily forlunchroom or cafeteria operation within the Premises shall be Tenant’sresponsibility to keep clean and sanitary. Cafeteria, vending machines or refreshment service installations byTenant must be approved by Landlord in writing, which approval shall not beunreasonably withheld, conditioned or delayed. All maintenance, repairs and additional cleaning necessitated by suchinstallations shall be at Tenant’s expense.

2.                                       Tenantis responsible for the maintenance and repair of plumbing fixtures and relatedequipment installed in the Premises for its exclusive use (such as in coffeeroom, cafeteria or employee exercise area within the Premises), except for theBase Building restrooms which Landlord shall maintain on multi-tenant andsingle tenant floors.

VIII.        SIGNAGE

Tenant shall be entitled to the Building’s standardsignage at Tenant’s main entry and on the Building’s lobby directories.  See also Section 6.1.20.

IX.           ELECTRICITY

Tenant shall, in addition to paying Fixed Rent, payfor all electricity consumed in the Premises during the Term pursuant to aLandlord installed electric sub-meter or check meter to measure Tenant’s actualusage consumed within the Premises. Tenant shall reimburse Landlord for any costs of such electricity(without any mark-up) on a monthly basis, specifically within thirty (30) daysupon receipt of Landlord’s invoice therefor. Common area electricity and Building HVAC electric charges are includedin the Landlord’s Operating Costs set forth in Section 4.2 of this Lease.

Tenant’s use of electrical service in the Premisesshall not at any time exceed the capacity of any of the electrical conductorsor other equipment in or otherwise serving the Premises or the Building standard,as hereinafter provided.  To ensure thatsuch capacity is not exceeded and to avert possible adverse effects upon theBuilding’s electrical system, Tenant shall not, without at least thirty (30)days prior written notice to and consent of Landlord as set forth in Section6.1.15 of the Lease in each instance, connect to the Building electricdistribution system any fixtures, appliances or equipment which operates on avoltage in excess of 277/480 volts nominal, or make any alteration or additionto the electric system of the Premises. In the event Tenant shall use (or request that it be allowed to use)electrical service in excess of that reasonably deemed by Landlord to bestandard for the Building, Landlord may condition its consent to such service uponsuch conditions as Landlord reasonably requires (including, but not limited to,the installation of utility service upgrades, sub-meters, air handlers orcooling units), and all such additional usage (except to the extent prohibitedby law), installation and maintenance thereof shall be paid for by Tenant, asadditional rent, upon Landlord’s demand, so long as no other tenants arereceiving excess usage.

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It is understood that the electrical generated serviceto the Premises may be furnished by one or more generators of electrical powerand that the cost of electricity may be billed as a single charge or dividedinto and billed in a variety of categories, such as distribution charges,transmission charges, generation charges, congestion charges, public goodcharges, and other similar categories, and may also include a fee, commissionor other charge by an unaffiliated broker, aggregator or other intermediary forobtaining or arranging the supply of generated electricity.  Landlord shall have the right to select thegenerator of electricity to the Premises and to purchase generated electricityfor the Premises through a broker, aggregator or other intermediary and/orbuyers group or other group and to change the generator of electricity and/ormanner of purchasing electricity from time to time. Under no circumstancesshall Landlord charge Tenant any mark-up on electricity provided to thePremises, Building or Park.

If Landlord successfully undertakes activities for thepurpose of reducing Tenant’s operating costs (such as negotiating an agreementwith a utility or another energy generator or engaging an energy consultant orundertaking conservation or other energy efficient measures that may requirecapital expenditures), the reasonable out of pocket costs and expensesassociated with such actions shall be included in Landlord’s Operating Costs(subject to the provisions of Section 4.2) [including, but not limited to,brokers’ commissions and legal fees, but excluding capital expenditures, whichshall be amortized as set forth in Section 4.2 of the Lease]).

As used herein, the term “generator of electricity”shall mean one or more companies (including, but not limited to, an electricutility, generator, independent or non-regulated company) that provides generatedpower to the Premises or to the Landlord to be provided to the Premises, as thecase may be.

X.            OTHER UTILITIES

Tenant shall be responsible for the payment of allother utilities consumed by Tenant in the Premises, including telephone, cable,and other communications.  Tenant shallpay for such consumption directly to the provider of such utilities.

 

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EXHIBIT E

RULES AND REGULATIONS

 

1.                                       Theentrance, lobbies, passages, corridors, elevators and stairways shall not beencumbered or obstructed by Tenant, Tenant’s agents, servants, employees,licensees, and visitors, or be used by them for any purpose other than foringress and egress to and from the Premises. The moving in or out of all safes, freight, furniture, or bulky matterof any description must take place during the hours which Landlord mayreasonably determine from time to time. Landlord reserves the right to inspect all freight and bulky matter tobe brought into the Building and to exclude from the Building all freight andbulky matter which violates any of these Rules and Regulations or the Lease ofwhich these Rules and Regulations are a part.

2.                                       Nocurtains, blinds, shades, screens, advertisements, or signs, other than thosefurnished by Landlord, shall be attached to, hung in, or used in connectionwith any window or door of the Premises without the prior written consent ofthe Landlord.  Interior signs on doorsshall be painted or affixed for Tenant by Landlord or by sign painters firstapproved by Landlord, at the expense of Tenant, and shall be of a size, colorand style reasonably acceptable to Landlord.

3.                                       Tenantshall furnish Landlord with master keys or access devices for any security(door access) system provided and installed by Tenant, so long as the same hasbeen approved by Landlord, which approval shall not be unreasonably withheld,conditioned or delayed.  Tenant shall beallowed to place additional locks or bolts upon doors and windows within thePremises, as long as Tenant provides master keys to Landlord as aforesaid asthese additional locks and bolts could prove to be a hindrance to Landlordproviding building services, such as cleaning and maintenance.  Tenant must, upon the termination of itstenancy, remove all additional locks and bolts and restore all original doorhardware (unless Landlord has approved the installation of such hardware andnotified Tenant at the time that Landlord approved the hardware that thehardware need not be removed upon the expiration or earlier termination of theLease) and provide Landlord all Building keys either furnished to or otherwiseprocured by Tenant; and in the event of the loss of any keys so furnished,Tenant shall pay to Landlord the reasonable replacement cost thereof.

4.                                       Canvassing,soliciting and peddling in the Building, or on the Lot or in the Park ifapplicable, are prohibited, and Tenant shall cooperate to prevent the same.

5.                                       Tenantshall comply with all reasonably necessary security measures from time to timeestablished by Landlord for the Building or Park, if applicable.

6.                                       Tenantagrees that there shall be no smoking allowed anywhere in the Premises orBuilding.

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7.                                       Noanimals, with the exception of “assistance animals” (e.g., seeing eye dogs)shall be brought into the Building by Tenant, Tenant’s agents, servants,employees, invitees, subtenants and assigns.

8.                                       Usersof any common fitness room or shower facilities within the Building (ifapplicable) shall only place a lock on a locker only during the timethey are using the fitness, locker room and/or shower facilities.

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** **

**EXHIBIT “F”**

**OPTIONS TO EXTEND**

The Tenant has the options to extend the Initial Termof this Lease for two (2) successive five (5) year term(s) (each an “**Extended Term**” or collectively, the “**ExtendedTerms**”), the exercise of which shall automatically extend the Termof this Lease without the necessity of additional documentation.  So long as there does not exist anycontinuing, uncured Event of Default hereunder at such time of exercise, theoption to extend the first Extended Term shall be deemed to have been exercisedby Tenant’s notification to Landlord that it elects to exercise its option toextend at least twelve (12) months, but not more than eighteen (18) months,prior to the end of the Initial Term hereunder and, as to the second ExtendedTerm, at least twelve (12) months, but not more than eighteen (18) months,prior to the end of the first Extended Term. The Extended Term(s) shall be upon the same terms and conditions as areset forth in this Lease, including, without limitation, the Tenant’sobligations to pay Operating Cost Escalation as set forth in Section 4.2,except that (i) there shall be no additional option to extend after thetermination of the second Extended Term or the failure to exercise the first orsecond option, as applicable option, whichever shall first occur, (ii) theannual Fixed Rent for the Extended Terms shall be equal to ninety-five percent(95%) of the Market Rent (as defined in and determined in accordance withExhibit H), and (iii) there shall be no allowances, abatements or initialrental concessions as may have been provided for herein with respect to theInitial Term and (iv) the Base Year Operating Costs for such Extended Termshall be the amount of Landlord’s Operating Costs for the calendar year endingDecember 31 of the first year of such Extended Term (grossed up to reflected95% occupancy as set forth in Section 4.2). Notwithstanding the foregoing, in no event, however, shall the annualFixed Rent for the first Extended Term be less than the annual Fixed Rent andadditional rent payable during the last year of the Initial Term (after takinginto account the free rent and other concessions applicable to the InitialTerm, which for such purposes shall be amortized on a straight line basis overthe Initial Term), and in no event shall the annual Fixed Rent for the secondExtended Term be less than the annual Fixed Rent and additional rent payableduring the last year of the first Extended Term.

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** **

**EXHIBIT “G”**

**NOTICE OF LEASE**

 

In accordance withthe provisions of Massachusetts General Laws (Ter. Ed.) Chapter 183, Section 4,as amended, notice is hereby given of a certain lease (hereinafter referred toas the “Lease”) dated as of February __, 2007 by and between Arturo J.Gutierrez and John A. Cataldo, as trustees of Auburn-Oxford Trust, u/d/t datedOctober 19, 1983, and recorded with the Middlesex South Registry District ofthe Land Court as Document No. 652932 (hereinafter referred to as “Landlord”)and Zoran Corporation, a Delaware corporation (hereinafter referred to as “Tenant”).

W I T N E S S E TH:

1.                                       Theaddress of the Landlord is c/o The Gutierrez Company, One Wall Street,Burlington, Massachusetts 01803.

2.             The address of the Tenant is  1390 Kifer Road, Sunnyvale, California 94086.

3.             The Lease was executed on February__, 2007.

4.                                       TheTerm of the Lease is a period of ten (10) years beginning on the CommencementDate determined in accordance with Section 3.2 of the Lease, currentlyscheduled for August 1, 2007.

5.                                       Subjectto the provisions of the Lease, the Tenant has the option to extend the Term ofthe Lease for two 5-year term pursuant to Exhibit “F” of the Lease.

6.                                       Thedemised premises is approximately 54,736 square feet within a six-storybuilding containing approximately 192,000 rentable square feet located at OneWall Street, Burlington, Massachusetts 01803 (the “Building”), and the areas ofwhich are the subject of all appurtenant rights and easements set forth inSection 2.1 of the Lease.  Tenant has aright of first refusal on space on floors 4 and 5 of the Building, inaccordance with the terms of the Lease.

7.             The lot upon which the Building islocated is described in Exhibit “A” attached.

This Notice ofLease has been executed merely to give notice of the Lease, and all of theterms, conditions and covenants of which are incorporated herein byreference.  The parties hereto do notintend this Notice of Lease to modify or amend the terms, conditions andcovenants of the Lease which are incorporated herein by reference.

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IN WITNESSWHEREOF, the parties hereto have duly executed this Notice of Lease as of this___ day of _____________, 2007.
| LANDLORD:            |
|----------------------|
|                 |
| AUBURN-OXFORD  TRUST |
|                 |
|                 |
|                 |
| By:                  |   |   |
|                 | Arturo J. Gutierrez, as  trustee |   |
|                 | in his capacity as said  trustee |   |
|                 | and not individually |   |
|                      |  |  |  |

 

COMMONWEALTH OFMASSACHUSETTS

MIDDLESEX, SS

Onthis ____day of____________, 2007, before me, the undersigned notary public, personallyappeared Arturo J. Gutierrez, as Trustee of Auburn-Oxford Trust, proved to methrough satisfactory evidence of identification, which was personal knowledgeof the undersigned, to be the person whose name is signed on the preceding orattached document(s), and acknowledged to me that he signed it voluntarily forits stated purpose.

(*officialseal*)

* *

* *
|        |   |              |
|--------|--------|-------------------|
|   |   | Notary Public     |
|   |   |              |
|   |   |              |
|   |   |              |
|   |   | TENANT:           |
|   |   |              |
|   |   | ZORAN CORPORATION |
|   |   |              |
|   |   |              |
|   |   | By:               |
|   |   |              |
|   |   | Name:             |
|   |   |              |
|   |   | Title:            |

 

 

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STATE OF ________________

County of _________________________

 

On this _______ day of______________, 2007, before me, the undersigned notary public, personallyappeared ___________________________, the _________________ of ZoranCorporation, proved to me through satisfactory evidence of identification,which was o photographicidentification with signature issued by a federal or state governmental agency,o oath or affirmation of a credible witness, opersonal knowledge of the undersigned, to be the person whose name is signed onthe preceding or attached document(s), and acknowledged to me that he/shesigned it voluntarily for its stated purpose.

 

 
| *(official seal)* |
|-------------------|
| * *          |
| * *          |
| Notary Public     |

 

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EXHIBIT “A” TOEXHIBIT “G”

A parcel of landwith the buildings and improvements thereon located off of Cambridge Street andWall Street in Burlington, Middlesex County, Massachusetts, being shown as Lot15B on the plan entitled “Plan of Land in Burlington, Massachusetts (MiddlesexCounty)” prepared for Auburn-Oxford Trust, Scale 1” = 40’ dated November 23,1999 by The BSC Group, Inc., which plan is recorded with the Middlesex SouthRegistry of Deeds as Plan No. 20 of 2000. Portions of said Lot 15B are registered land being Lot 3 and Lot 4 asshown on Land Court Plan 34820A and Lot 5 as shown on Land Court Plan 24820B.

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** **

**EXHIBIT “H”**

 

**MARKET RENT**

The market rentfor the Premises shall mean the then fair market rent for the Premises for theapplicable Extended Term,including annual increases (if any), being charged at the time for renewalssimilar in kind for similar office/R&D buildings in the area, taking intoaccount the location, age and condition of the buildings, lease term length,inducements (e.g., improvement allowances, rent concessions, etc.),brokerage commissions and all other relevant factors (the “**Market Rent**”).  Market Rent shall be determined asfollows:

(a)                                  TheMarket Rent shall be proposed by Landlord within fifteen (15) days of receiptof Tenant’s notice that it intends to exercise its option to extend the Term asspecified in Exhibit F, which such proposal shall also include marketcomparables (the “**Landlord’s Proposed MarketRent**”).  The Landlord’s ProposedMarket Rent shall be the Market Rent unless Tenant notifies Landlord, withinthirty (30) days of Tenant’s receipt after Landlord’s Proposed Market Rent,that Landlord’s Proposed Market Rent is not satisfactory to Tenant and (a) thatTenant desires to revoke its election to extend the Term pursuant to Exhibit F(whereupon receipt the same shall be treated as if no initial notice had beensent by Tenant pursuant to Exhibit F) or (b) that Tenant elects to continue tohave discussions with Landlord and proceed to a binding arbitration pursuant tosubparagraph (b) below (“**Tenant’s Rejection Notice**”).

(b)                                 IfTenant delivers Tenant’s Rejection Notice and the Market Rent is not otherwiseagreed upon by Landlord and Tenant within forty-five (45) days after Landlord’sreceipt of Tenant’s Rejection Notice, then the Market Rent shall be determinedby the following appraisal procedure:

1.                                       Withinfive (5) days of the expiration of said forty-five (45) day period, Tenantshall give notice to Landlord, which notice shall specify the name and addressof the appraiser designated by Tenant (the “**Tenant’sAppraisal Notice**”).  Landlordshall within five (5) days after receipt of Tenant’s Appraisal Notice, notifyTenant of the name and address of the appraiser designated by Landlord.  Such two appraisers shall, within twenty (20)days after the designation of the second appraiser, make their determinationsof the Market Rent in writing and give notice thereof to each other and toLandlord and Tenant.  Such two (2)appraisers shall have twenty (20) days after the receipt of notice of eachother’s determination to confer with each other and to attempt to reachagreement as to the determination of the Market Rent.  If such appraisers shall concur in suchdetermination, they shall give notice thereof to Landlord and Tenant and suchconcurrence shall be final and binding upon Landlord and Tenant.  If such appraisers shall fail to concur as tosuch determination within said twenty (20) day period, they shall give noticethereof to Landlord and Tenant and shall immediately designate a thirdappraiser.  If the two appraisers shallfail to agree upon the designation of such third appraiser within five (5) daysafter said twenty (20) day period, then they or either of them shall givenotice of such failure to agree to Landlord and 

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                                                Tenantand if Landlord and Tenant fail to agree upon the selection of such thirdappraiser within five (5) days after the appraiser(s) appointed by the partiesgive notice as aforesaid, then either party on behalf of both may apply to theAmerican Arbitration Association or any successor thereto, or on his or herfailure, refusal or inability to act, to a court of competent jurisdiction, forthe designation of such third appraiser.

2.                                       Allappraisers shall be independent real estate appraisers or consultants who shallhave had at least seven (7) years continuous experience in the business ofappraising real estate in the suburban Boston area.

3.                                       Thethird appraiser shall conduct such hearings and investigations as he or she maydeem appropriate and shall, within ten (10) days after the date of his or herdesignation, make an independent determination of the Market Rent.  For purposes of the determination of MarketRent it shall be assumed the Landlord and Tenant are each ready, willing andable to enter into such a lease but are under no compulsion to do so.

4.                                       Ifnone of the determinations of the three appraisers varies from the mean of thedeterminations of the other appraisers by more than ten percent (10%), the averageof the determinations of the three (3) appraisers shall be the Market Rent forthe Premises.  If, on the other hand, thedetermination of any single appraiser varies from the average of thedeterminations of the other three (3) appraisers by more than ten percent(10%), the average of the determination of the two (2) appraisers whosedeterminations are closest shall be the Market Rent.

5.                                       Thedetermination of the appraisers, as provided above, shall be conclusive uponthe parties and shall have the same force and effect as a judgment made in acourt of competent jurisdiction.

6.                                       Eachparty shall pay fees, costs and expenses of the appraiser selected by it, itsown counsel fees, and one-half (1/2) of all other expenses and fees ofany such appraisal.

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** **

**EXHIBIT “I”**

**FORM OF LETTER OF CREDIT**

[*subject to Zoran’s bank’s review*]

IRREVOCABLE STANDBY LETTER OF CREDITNUMBER:                                                                                                      

DATE:                                                                                                                                      DELIVERYBY COURIER SERVICE

| BENEFICIARY: |   |   |   | APPLICANT: |   |   |
|--------------|--------|--------|--------|------------|--------|--------|
|         |   |   |
|         |   |   |
|         |   |   |
|         |   |   |

 

| AMOUNT: |   | USD    |   | $                  |   |   |   | EXPIRY |
|---------|--------|--------|--------|--------------------|--------|--------|--------|--------|
| DATE:   |   |   |   |               |   |   |
|    |   |   |   | AT OUR COUNTERS IN |   |   |
|         |        |        |        |                    |        |        |        |        |  |  |

 

LADIES AND GENTLEMEN:

 

WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.__________ IN YOUR FAVOR EFFECTIVE IMMEDIATELY, BY ORDER AND FOR THE ACCOUNT OF__________ FOR A SUM OR SUMS NOT EXCEEDING A TOTAL OF________________________________________________ (USD ________) AVAILABLE BYYOUR DRAFT(S) AT SIGHT DRAWN ON US AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

1.                                       THEORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS THERETO, IF ANY.

2.                                       ANOTARIZED STATEMENT FROM [INSERT LANDLORD] AS  FOLLOWS:

“REFERENCE ISHEREBY MADE TO THAT CERTAIN LEASE (THE “LEASE”) DATED _____________, 200_BETWEEN _________ AND ____________ AS LANDLORD (THE “LANDLORD”).  I HEREBY CERTIFY THAT I AM AN AUTHORIZEDREPRESENTATIVE OF LANDLORD OR PERMITTED TRANSFEREE AND FURTHER CERTIFY THAT:

(I)                                    EITHER(A) AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS OCCURRED AND REMAINSUNCURED BEYOND THE APPLICABLE CURE PERIOD, OR (B)  HAS NOT RENEWED, REPLACED OR AMENDED THELETTER OF CREDIT BY NOT LATER THAN TWENTY-FIVE (25) BANKING DAYS PRIOR TO THEEXPIRATION THEREOF, IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION _ OF THELEASE; AND

(II)                                THISDRAWING IN THE AMOUNT OF USD ___________ (INSERT AMOUNT, NOT TO EXCEED AVAILABLECREDIT) REPRESENTS FUNDS DUE TO LANDLORD UNDER AND PURSUANT TO THE LEASE.”

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THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART)TO ANY PERSON OR ENTITY THAT SUCCEEDS LANDLORD UNDER THE LEASE [AND TO_________________________, AS THE HOLDER OF A FIRST MORTGAGE ON THE PROPERTY TOWHICH THE LEASE RELATES AND TO ANY PERSON OR ENTITY THAT SUCCEEDS_________________________ AS HOLDER OF THE FIRST MORTGAGE ON SUCHPROPERTY.]  TRANSFER OF THIS LETTER OFCREDIT TO SUCH TRANSFEREE SHALL BE EFFECTED ONLY BY PRESENTATION TO THE ISSUINGBANK OF THE ORIGINAL OF THIS LETTER OF CREDIT TOGETHER WITH AMENDMENTS, IF ANY,ACCOMPANIED BY A SIGNED AND COMPLETED TRANSFER CERTIFICATE IN THE FORM ATTACHEDHERETO AS EXHIBIT “A” AND PAYMENT OF A TRANSFER FEE EQUAL TO_________________________.  UPON SUCHPRESENTATION, THE BANK SHALL FORTHWITH TRANSFER THE LETTER OF CREDIT TO THEDESIGNATED TRANSFEREE, OR IF SO REQUESTED BY SUCH TRANSFEREE, ISSUE A NEWLETTER OF CREDIT TO THE TRANSFEREE IN THE SAME FORM AS THIS LETTER OFCREDIT.  THIS LETTER OF CREDIT MAY NOT BETRANSFERRED TO ANY PERSON OR ENTITY WITH WHICH U.S. PERSONS ARE PROHIBITED FROMDOING BUSINESS UNDER U.S. FOREIGN ASSETS REGULATIONS OR OTHER APPLICABLE U.S.LAWS AND REGULATIONS.

ADDITIONAL CONDITION:  PARTIALDRAWINGS ARE ALLOWED.

ALL DOCUMENTS INCLUDING DRAFT(S) MUST INDICATE THE NUMBER AND DATE OFTHIS CREDIT.

EACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THIS ORIGINALLETTER OF CREDIT FOR OUR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT(S).

THE LEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLYAND IT IS NOT INTENDED THAT SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR FORMPART OF THIS CREDIT.

DOCUMENTS MUST BE SENT TO US VIA OVERNIGHTCOURIER (I.E. FEDERAL EXPRESS, UPS, DHL OR ANY OTHER EXPRESS COURIER) AT OURADDRESS: ________________________________________

ATTENTION: ___________________________.

 

WE HEREBY ENGAGE WITH DRAWERS AND/OR BONAFIDE HOLDERS THAT DRAFT(S)DRAWN UNDER AND NEGOTIATED IN CONFORMANCE WITH THE TERMS AND CONDITIONS OF THESUBJECT CREDIT WILL BE DULY HONORED ON PRESENTATION.

EXCEPT SO FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS LETTER OFCREDIT IS SUBJECT TO THE “UNIFORM CUSTOMS AND PRACTICES FOR DOCUMENTARY CREDIT(1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500”.
| VERY TRULY YOURS,    |
|----------------------|
|                 |
|                 |
| AUTHORIZED  OFFICIAL |

 

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Exhibit “A”

| TO:    | BANK   |                             |   | DATE:                |
|--------|--------|----------------------------------|--------|----------------------|
|   |   |                             |   |                 |
|   |   | RE: LETTER OF CREDIT  ISSUED BY: |
|   |   |                             |
|   |   |                             |   | LETTER OF CREDIT NO. |
|   | ATTN:  |                             |   | AVAILABLE AMOUNT     |
|        |        |                                  |        |                      |  |

 

GENTLEMEN:

FOR VALUERECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:

_________________________

(NAME OFTRANSFEREE)

_________________________

(ADDRESS)

ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVELETTER OF CREDIT UP TO ITS AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OFTHIS TRANSFER.

BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCHLETTER OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE.  TRANSFEREE SHALL HAVE THE SOLE RIGHTS ASBENEFICIARY THEREOF, INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHERINCREASES OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING ORHEREAFTER MADE.  ALL AMENDMENTS ARE TO BEADVISED DIRECT TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICETO THE UNDERSIGNED BENEFICIARY.

THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASKYOU TO ENDORSE THE TRANSFER ON THE REVERSE THEREOF, AND FORWARD IT DIRECT TOTHE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF TRANSFER.
|                       | YOURS VERY TRULY, |         |
|-----------------------|-------------------|--------------|
|                  |              |         |
|                  |              |         |
|                  |              |         |
|                  |              |         |   |   |
| (BANK)                |              | SIGNATURE OF |
|                  |              | BENEFICIARY  |
|                  |              |         |
|                  |              |         |   |   |
| AUTHORIZED  SIGNATURE |              |         |
|                       |                   |              |  |  |  |

 

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**EXHIBIT “J”**

**SUBORDINATION, NON-DISTURBANCE**

**AND ATTORNMENT AGREEMENT**

 

This Subordination,Non-Disturbance and Attornment Agreement (the “Agreement”) is dated as of the___ day of __________, 200__, among New England Teamsters and Trucking IndustryPension Fund, having a place of business at One Wall Street, Burlington,Massachusetts 01803 (“Lender”), and__________________________________________________________, under Declarationof Trust dated ______________________ and recorded with the Middlesex South RegistryDistrict of the Land Court as Document No. ___________, having a place ofbusiness at c/o The Gutierrez Company, One Wall Street, Burlington,Massachusetts 01803 (“Landlord” or “Borrower”), and Zoran Corporation, a____________ Corporation, having a place of business at__________________________ (“Tenant”).

RECITALS

A.            Tenantis the tenant under a certain lease (the “Lease”) dated ________ _, 200__ withLandlord, of premises described in the Lease (the “Premises”) located in acertain office building known as ________________ located in Burlington, Countyof Middlesex, Commonwealth of Massachusetts and more particularly described inExhibit A attached hereto and made a part hereof (such office building,including the Premises, is hereinafter referred to as the “Property”).

B.            ThisAgreement is being entered into in connection with a mortgage loan (the “Loan”)made by Lender (or its predecessor in interest) to Landlord, secured by, amongother things: (a) a first mortgage, deed of trust or deed to secure debt on andof the Property (the “Mortgage”) recorded with the registry or clerk of thecounty in which the Property is located; and (b) a first assignment of leasesand rents on the Property (as amended, the “Assignment of Leases and Rents”) tobe recorded. The Mortgage and the Assignment of Leases and Rents arehereinafter collectively referred to as the “Security Documents”.

C.            Tenantacknowledges that Lender will rely on this Agreement in making the Loan toLandlord.

AGREEMENT

For mutual consideration,including the mutual covenants and agreements set forth below, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

1.             Tenantagrees that the Lease is and shall be subject and subordinate to the lien ofthe Security Documents and to all present or future advances under theobligations secured thereby and all renewals, amendments, modifications,consolidations, replacements and extensions of the secured obligations and theSecurity Documents, to the full extent of all amounts secured by the SecurityDocuments from time to time. Said subordination is to have the same force andeffect as if the Security Documents and such renewals, modifications,consolidations, replacements and extensions thereof had been executed,acknowledged, delivered

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and recorded prior to the Lease, any amendments ormodifications thereof and any notice thereof.

2.             Lenderagrees that, if the Lender exercises any of its rights under the SecurityDocuments, including an entry by Lender pursuant to the Mortgage or aforeclosure of the Mortgage, then (i) Lender shall not disturb Tenant’s rightof quiet possession of the Premises (or Tenant’s right to use the appurtenantareas under the Lease) under the terms of the Lease so long as Tenant is not indefault beyond any applicable grace period of any term, covenant or conditionof the Lease, (ii) Lender shall not join Tenant as a party defendant in anyforeclosure proceeding with respect to the Mortgage (unless required by law)and (iii) Lender shall, subject to the terms and provisions of this Agreement(including, without limitation, Section 4 below), recognize Tenant as thetenant under the Lease. In addition, if Lender (or the purchaser atforeclosure) succeeds to Landlord’s interest under the Lease and acquires titleto the Premises, then, provided Tenant is not in default under the Lease beyondany applicable grace period set forth in the Lease and subject to the otherterms and provisions of this Agreement (including, without limitation, Section4 below), the Lease shall continue in lull force and effect as a direct leasebetween Lender (or such purchaser), as landlord, and Tenant, upon the terms andconditions of the Lease, for the balance of the term of the Lease.

3.             Tenantagrees that, in the event of a foreclosure of the Mortgage by Lender or theacceptance of a deed in lieu of foreclosure by Lender or any other successionof Lender to fee ownership, Tenant will attorn to and recognize Lender (or suchpurchaser) as its landlord under the Lease for the remainder of the term of theLease (including all extension periods which have been or are hereafterexercised) upon the same terms and conditions as are set forth in the Lease,and Tenant hereby agrees to pay and perform all of the obligations of Tenantpursuant to the Lease thereafter arising.

4.             Tenantagrees that, in the event Lender succeeds to the interest of Landlord under theLease, Lender shall not be:

(a)                                  liablefor any act or omission of any prior Landlord (including, without limitation,the then defaulting Landlord), except as specifically set forth in the lastparagraph of this Section 4, or

(b)                                 subjectto any defense or offsets which Tenant may have against any prior Landlord(including, without limitation, the then defaulting Landlord), except asspecifically set forth in the last paragraph of this Section 4, or

(c)                                  boundby any payment of rent or additional rent which Tenant might have paid for morethan one month in advance of the due date under the Lease to any prior Landlord(including, without limitation, the then defaulting Landlord), or

(d)                                 accountablefor any monies deposited with any prior Landlord (including security deposits),except to the extent such monies are actually received by Lender, or

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(e)                                  boundby any surrender, termination, amendment or modification of the Lease madewithout the consent of Lender, except as expressly set forth in the Lease.

Nothing contained inSection 4(a) above shall relieve Lender from its obligation to cure any repairor maintenance default under the Lease by any prior landlord under the Lease(including Landlord) which is continuing when Lender succeeds to Landlord’sinterest under the Lease and acquires title to the Premises, provided that (i)Lender had written notice of such default in accordance with Section 6 belowprior to succeeding to Landlord’s interest under the Lease and acquiring titleto the Premises, (ii) Lender had an opportunity to cure such default inaccordance with Section 6 below prior to succeeding to Landlord’s interest underthe Lease and acquiring title to the Premises, and (iii) Lender’s obligation tocure such default shall be limited solely to performing the repair ormaintenance obligation as required pursuant to the terms of the Lease (and inno event shall Lender have any other liability or obligation with respect tosuch default).

5.             Tenantagrees that, notwithstanding any provision hereof to the contrary, the terms ofthe Mortgage shall continue to govern with respect to the disposition of anyinsurance proceeds or eminent domain awards, and any obligations of Landlord torestore the real estate of which the Premises are a part shall, insofar as theyapply to Lender, be limited to insurance proceeds or eminent domain awardsreceived by Lender after the deduction of all costs and expenses incurred inobtaining such proceeds or awards.

6.             Tenanthereby agrees to give to Lender copies of all notices of Landlord default(s)under the Lease in the same manner as, and whenever, Tenant shall give any suchnotice of default to Landlord, and no such notice of default shall be deemedgiven to Landlord unless and until a copy of such notice shall have been sogiven to Lender. Lender shall have the right to remedy any Landlord defaultunder the Lease, or to cause any default of Landlord under the Lease to beremedied, and for such purpose Tenant hereby grants Lender such additionalperiod of time as may be reasonable to enable Lender to remedy, or cause to beremedied, any such default in addition to the period given to Landlord forremedying, or causing to be remedied, any such default. Tenant shall acceptperformance by Lender of any term, covenant, condition or agreement to beperformed by Landlord under the Lease with the same force and effect as thoughperformed by Landlord.  No Landlorddefault under the Lease shall exist or shall be deemed to exist (i) as long asLender, in good faith, shall have commenced to cure such default within theabove referenced time period and shall be prosecuting the same to completionwith reasonable diligence, subject to force majeure, or (ii) if possession ofthe Premises is required in order to cure such default, or if such default isnot susceptible of being cured by Lender, as long as Lender, in good faith,shall have notified Tenant that Lender intends to institute proceedings underthe Security Documents, and, thereafter, as long as such proceedings shall havebeen instituted and shall be prosecuted with reasonable diligence. In the eventof the termination of the Lease by reason of any default thereunder byLandlord, upon Lender’s written request, given within thirty (30) days afterany such termination, Tenant, within fifteen (15) days after receipt of suchrequest, shall execute and deliver to Lender or its designee or nominee a newlease of the Premises for the remainder of the term of the Lease upon all ofthe terms, covenants and conditions of the Lease. Lender shall have the right,without Tenant’s consent, to foreclose the Mortgage or to accept a deed in lieuof foreclosure of the Mortgage or to exercise any other

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remedies under the Security Documents.  Lender shall have no obligation to cure anydefault under the Lease.

7.             Tenanthereby consents to the Assignment of Leases and Rents from Landlord to Lenderin connection with the Loan, Tenant acknowledges that the interest of theLandlord under the Lease is to be assigned to Lender solely as security for thepurposes specified in said assignments, and Lender shall have no duty,liability or obligation whatsoever under the Lease or any extension or renewalthereof, either by virtue of said assignments or by any subsequent receipt orcollection of rents thereunder, unless Lender shall specifically undertake suchliability in writing or unless Lender or its designee or nominee becomes, and thenonly with respect to periods in which Lender or its designee or nomineebecomes, the fee owner of the Premises. Tenant agrees that upon receipt of awritten notice from Lender of a default by Landlord under the Loan, Tenant willthereafter, if requested by Lender, pay rent to Lender in accordance with theterms of the Lease. By its signature below, Landlord agrees that delivery byTenant of any amounts to Lender pursuant to the immediately preceding sentenceshall satisfy Tenant’s obligations under the Lease with respect to the paymentof rent.

8.             TheLease shall not be assigned by Tenant, or terminated (except for an assignmentor a termination that is permitted in the Lease without Landlord’s consent)without Lender’s prior written consent in each instance. In addition, Tenantshall not enter into a Material Amendment without Lender’s prior writtenconsent. “Material Amendment” means any amendment or modification of the Leasewhich (i) amends the term of the Lease, (ii) reduces the rent or additional rentpayable under the Lease, (iii) materially increases Landlord’s obligationsunder the Lease or materially decreases Tenant’s obligations under the Lease,or (iv) otherwise materially amends any other provision of the Lease.Notwithstanding anything contained in this Section 8, Lender’s consent shallnot be required pursuant to this Section 8 for any document which simplymemorializes and documents the exercise by Tenant of any right or optionspecifically granted to Tenant in the Lease.

9.             Tenantunderstands that Lender is relying upon the following estoppel representations,statements and agreements in connection with making and maintaining the Loan.The Tenant hereby represents and certifies to, and agrees with, Lender as setforth below.

(a)                                  TheLease has not been assigned, amended or modified in any way except for the  following:

(b)                                 Atrue and complete copy of the Lease, including, if any, all amendments andmodifications, is attached hereto as Exhibit A. There are no side letters or other arrangements relating to the Premisesor the Property.

(c)                                  TheLease is presently in full force and effect according to its terms and is thevalid and binding obligation of Tenant.

(d)                                 Tothe best of Tenant’s knowledge, Tenant is not in default under the Lease nor tothe best of Tenant’s knowledge does any state of facts exist which with thepassage of time or the giving of notice, or both, could constitute any suchdefault under the Lease.

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(e)                                  Allconditions under the Lease to be performed by Landlord including, withoutlimitation, all work, if any, to be performed by Landlord in the Premises orthe Property will be satisfied in accordance with the terms of the Lease, andall contributions, if any, required to be paid by Landlord will be paid inaccordance with the terms of the Lease.

(f)                                    Tenantwill be in possession of the premises on the Term Commencement Date and will befully obligated to pay and is paying the rent and other charges due under theLease and is fully obligated to perform and is performing all of the otherobligations of Tenant under the Lease, in accordance with the terms of theLease.

(g)                                 Onthis date, to the best of Tenant’s knowledge, there are no existing defenses oroff-sets which Tenant has against the enforcement of the Lease by Landlord orclaims by Tenant against Landlord for any reason (including as a result of anydefault by Landlord under the Lease).

(h)                                 Norent has been paid more than one (1) month in advance of the due date and nosecurity has been deposited with the Landlord.

(i)                                     TheTenant has no options to extend the Lease, to lease additional space at theProperty, or to purchase the Property, and the Tenant has no right of refusalwith respect to leasing additional space or with respect to purchasing theProperty, except as outlined in the Lease.

(j)                                     Thereare no actions, whether voluntary or otherwise, pending or threatened againstthe Tenant, or any guarantor of the Tenant’s obligations under the Lease,pursuant to the bankruptcy or insolvency laws of the United States or anysimilar state laws.

(k)                                  Theinterest of the Tenant in the Lease has not been assigned or encumbered, and nopart of the Premises has been sublet.

10.           Anynotice, election, communication, request or other document or demand requiredor permitted under this Agreement shall be in writing and shall be deemeddelivered on the earlier to occur of (a) receipt or (b) the date of delivery,refusal or nondelivery indicated on the return receipt, if deposited in aUnited States Postal Service Depository, postage prepaid, sent certified orregistered mail, return receipt requested, or if sent via a recognizedcommercial courier service providing for a receipt, addressed to Tenant orLender, as the case may be, at the following addresses:

If to Tenant:

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with a copy to:

 

and with a furthercopy to:

 

If to Lender:

 

New EnglandTeamsters and Trucking Industry Pension Fund

One Wall Street

Burlington,Massachusetts 01803

Telephone:            781-345-4400

Facsimile:               781-345-4423

 

with a copy to:

 

11.           Theterm “Lender” as used herein includes any successor or assign of the namedLender herein, including without limitation, any co-lender at the time ofmaking the Loan, any purchaser at a foreclosure sale and any transfereepursuant to a deed in lieu of foreclosure, and their successors and assigns,and the terms “Tenant” and “Landlord” as used herein include any successor andassign of the named Tenant and Landlord herein, respectively; provided,however, that such reference to Tenant’s or Landlord’s successors and assignsshall not be construed as Lender’s consent to any assignment or other transferby Tenant or Landlord.

12.           Ifany provision of this Agreement is held to be invalid or unenforceable by acourt of competent jurisdiction, such provision shall be deemed modified to theextent necessary to be enforceable, or if such modification is not practicable,such provision shall be deemed deleted from this Agreement, and the otherprovisions of this Agreement shall remain in full force and effect, and shallbe liberally construed in favor of Lender.

13.           Neitherthis Agreement nor any of the terms hereof may be terminated, amended,supplemented, waived or modified orally, but only by an instrument in writingexecuted by the party against which enforcement of the termination, amendment,supplement, waiver or modification is sought.

This Agreement shall beconstrued in accordance with the laws of the state of in which the Property islocated.

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The person executing thisAgreement on behalf of Tenant is authorized by Tenant to do so and executionhereof is the binding act of Tenant enforceable against Tenant.

[Signature PagesFollow]

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Witness the execution hereof under seal as of the datefirst above written.
|        |   | LENDER:                                                    |
|--------|--------|------------------------------------------------------------|
|   |   |                                                       |   |
|   |   | NEW ENGLAND  TEAMSTERS AND  TRUCKING INDUSTRY PENSION FUND |
|   |   |                                                       |   |
|   |   |                                                       |   |
|   |   | By:                                                        |   |
|   |   | Name:                                                      |   |
|   |   | Title:                                                     |   |
|   |   |                                                       |   |
|   |   | Date executed by  Lender:                                  |   |   |
|        |        |                                                            |  |  |  |  |

 

 
|        |   | TENANT:                                    |
|--------|--------|--------------------------------------------|
|   |   |                                       |   |
|   |   | ZORAN  CORPORATION, a Delaware corporation |
|   |   |                                       |   |
|   |   |                                       |   |
|   |   | By:                                        |   |
|   |   | Name:                                      |   |
|   |   | Title:                                     |   |
|   |   |                                       |   |
|   |   | Date executed by  Lender:                  |   |   |
|        |        |                                            |  |  |  |  |

 

The undersigned Landlordhereby consents to the foregoing Agreement and confirms the facts stated in theforegoing Agreement.
|        |   | LANDLORD:                   |
|--------|--------|-----------------------------|
|   |   |                        |   |
|   |   | AUBURN-OXFORD  TRUST        |
|   |   |                        |   |
|   |   |                        |   |
|   |   | By:                         |   |
|   |   |                        | John A. Cataldo,  as Trustee on behalf of himself  and his co-Trustee and not individually |
|   |   |                        |   |
|   |   | Date executed by  Borrower: |   |   |
|        |        |                             |  |  |  |  |

 

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THE COMMONWEALTHOF MASSACHUSETTS

MIDDLESEX,SS

On this     day of                                , 2007, before me, theundersigned notary public, personally appeared _______________________________of New England Teamsters and Trucking Industry Pension Fund, proved to methrough satisfactory evidence of identification, which was o photographic identification with signatureissued by a federal or state governmental agency, o oathor affirmation of a credible witness, opersonal knowledge of the undersigned, to be the person whose name is signed onthe preceding or attached document(s), and acknowledged to me that he signed itvoluntarily for its stated purpose.
|          | *(official  seal)*      |
|----------|-------------------------|
| * * | * *                |
| * * | * *                |
| * * | * *                |
| * * | Notary Public           |
| * * | My Commission  Expires: |

 

THE STATE OF ______________

____________,SS

On this ____ day of __________, 2007, before me, theundersigned notary public, personally appeared ________________________________,of Zoran Corporation, proved to me through satisfactory evidence ofidentification, which was ophotographic identification with signature issued by a federal or stategovernmental agency, o oath or affirmation of a credible witness, o personal knowledge of the undersigned, to bethe person whose name is signed on the preceding or attached document(s), andacknowledged to me that he signed it voluntarily for its stated purpose.
|          | *(official  seal)*      |
|----------|-------------------------|
| * * | * *                |
| * * | * *                |
| * * | * *                |
| * * | Notary Public           |
| * * | My Commission  Expires: |

 

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**THECOMMONWEALTH OF MASSACHUSETTS**

MIDDLESEX, SS

Onthis ____ day of ___________________, 2007, before me, the undersigned notarypublic, personally appeared John A. Cataldo, as Trustee on behalf of himselfand his co-Trustee and not individually, proved to me through satisfactoryevidence of identification, which was personal knowledge of the undersigned, tobe the person whose name is signed on the preceding or attached document(s),and acknowledged to me that he/she signed it voluntarily for its statedpurpose.
|          | *(official  seal)*      |
|----------|-------------------------|
| * * | * *                |
| * * | * *                |
| * * | * *                |
| * * | Notary Public           |
| * * | My Commission  Expires: |

 

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EXHIBIT A

Legal Description

A parcel of landwith the buildings and improvements thereon located off of Cambridge Street andWall Street in Burlington, Middlesex County, Massachusetts, being shown as Lot15B on the plan entitled “Plan of Land in Burlington, Massachusetts (MiddlesexCounty)” prepared for Auburn-Oxford Trust, Scale 1” = 40’ dated November 23,1999 by The BSC Group, Inc., which plan is recorded with the Middlesex SouthRegistry of Deeds as Plan No. 20 of 2000. Portions of said Lot 15B are registered land being Lot 3 and Lot 4 asshown on Land Court Plan 34820A and Lot 5 as shown on Land Court Plan 24820B.

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**EXHIBIT “K”**

**RIGHT TOTERMINATE**

So long as there does not then exist an uncured,continuing Event of Default as defined in Section 9.1 of this Lease, Tenantmay, at its sole option, terminate this Lease (the “**TerminationOption**”) effective on the fifth (5th)year anniversary or seventh (7th) year anniversary of the  Commencement Date (the “**EarlyTermination Date**”), by delivering notice of its election toterminate the Lease (the “**Termination Notice**”)to Landlord at least twelve (12) months in advance, and paying on or before theeffective date of such Termination Option the applicable “**TerminationFee**” as set forth below.  IfTenant fails to timely deliver its Termination Notice and pay the TerminationFee, Tenant will be deemed to have waived such Termination Option.  The Termination Fee shall be equal to$2,534,116.35 if Tenant exercises the Termination Option effective on the fifth(5th) year anniversary of the  Commencement Date or $1,608,046.78 if Tenantexercises the Termination Option effective on the seventh (7th) year anniversary of the Commencement Date.  If Tenantproperly exercises its Termination Option in accordance with the foregoing,then this Lease shall automatically terminate as of the Early Termination Date(with the same effect as if such Early Termination Date were the TermExpiration Date set forth in Section 1.1) without the necessity of anyadditional documentation.

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**EXHIBIT L**

**RIGHT OF FIRST REFUSAL**

In no event shall Landlord, during the Termhereunder, lease or decide to lease, agree to lease, or accept any offer tolease space that from time to time becomes available during said period on allor any portion of the fourth (4th)and fifth (5th) floors within the Building (each andcollectively, the “**ROFR Space**”)**,** unless Landlord first affords Tenant an opportunity tolease such area in accordance with the provisions of this Exhibit L and onlyafter written notice to Tenant, providedthat there does not thenexist an uncured, continuing Event of Default under this Lease.  Such notice shall contain Landlord’s summaryof the essential terms and conditions of any bonafide, third party writtenoffer received by Landlord (i.e., description of such rentable area, the termand any options to extend or cancel the term, the annual fixed rent amounts,the basic operating cost provisions, and the allowances and other monetaryconcessions, if any) with respect to such rentable area (such summary shallherein in this Exhibit L be referred to as the “**Offer**”).  Upon receipt of such notice and the Offerfrom Landlord, and as aforesaid, provided further that there does not thenexist an uncured, continuing Event of Default under this Lease, then Tenantshall have a right to lease any such space on the terms set forth in the Offer(except as hereinafter provided) by giving notice to Landlord to such effectwithin seven (7) business days after Tenant’s receipt of Landlord’s notice ofsuch Offer.  If such notice is not sotimely given by Tenant, then Landlord shall be free to lease the subject space,or portion thereof, to any third party on the terms and conditions contained inthe Offer (or such greater price or more favorable lease terms to Landlord orsuch lower price or less favorable terms to Landlord so long as such lessfavorable terms are within five percent (5%) of the net effective rent (e.g.taking into account the Rent, free rent, other comparable concessions and TIA,Term) offered to Tenant at any time after the expiration of said five (5) dayperiod).  If Tenant declines to lease thespace covered by the Offer and Landlord fails to close the leasing transactioncontemplated within the Offer within six months after Tenant’s receipt of theOffer, Landlord shall repeat the process set forth above prior to leasing thespace covered by the Offer.  Thenon-exercise by Tenant of its rights under this Exhibit L as to any one Offerby Landlord shall not be deemed to waive any of Tenant’s rights of firstrefusal as to the remainder of space that becomes available within the ROFRSpace, or as to the rentable area described in the Offer if Landlord determinesto substantially modify or substantially amend the terms by more than fivepercent (5%) of the aforesaid net effective rent offered in such notice andOffer given by Landlord to Tenant hereunder (in which event Tenant’s rightshereunder shall revive and continue with respect to such modified or amendedterms) or the space covered by the Offer following expiration of any leaseexecuted with respect to such space.

In the event that Tenant accepts Landlord’s offer tolease such rentable space within the ROFR Space, then Landlord and Tenanthereby agree that they shall enter into a mutually acceptable amendment to thisLease, specifying that such rentable area is a part of the Premises under thisLease and demising said premises to Tenant on the terms of the Offer withrespect to such rentable space.  Suchamendment shall also contain other appropriate terms and provisions relating tothe addition of such rentable space to this Lease or the leasing of such rentablespace, as applicable, and as mutually agreed upon by the parties.  The amendment shall be signed by

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Tenant within twenty (20) days of receipt of theproposed agreement from the Landlord in the form as hereinabove required,Landlord and Tenant hereby agreeing to use good faith efforts to finalize theform of amendment as quickly as possible and within said twenty dayperiod.  In no event shall the foregoingaffect the Tenant’s obligation to lease such space once Tenant providesLandlord with its notice exercising its option hereunder as aforesaid, as theparties hereby agree that Tenant’s notice shall serve as Tenant’s acceptance ofLandlord’s offer to lease such space and that the amendment merely serves asconfirmation that the parties shall enter into a written amendment tomemorialize the previously accepted terms.

Notwithstanding anything to the contrary in thisExhibit L, if Tenant notifies Landlord of its election to lease such rentablespace within the ROFR Space and then fails to execute and deliver the requiredamendment to this Lease once the terms of the amendment have been mutuallyagreed upon by Landlord and Tenant in accordance with this Exhibit L, and suchfailure continues for more than five (5) days, then (i)  Tenant shall be deemed to have waived itsrights under this Exhibit L, (ii) Tenant’s right of first refusal as to anyother rentable space within the ROFR Space hereunder shall terminate and be ofno further force and effect.  Therecording by the Landlord of an affidavit to such effect shall be conclusiveevidence of the termination or waiver of Tenant’s first refusal hereunder.

Notwithstandingany language to the contrary, Tenant’s rights hereunder are subject to NuanceCommunications, Inc.’s Right of First Refusal to lease 10,000 square feet onthe fifth floor of the Building pursuant to its lease with Landlord datedOctober 11, 2006.

 

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