EX-10.1






BAY COLONY CORPORATE CENTER

1050 WINTER STREET

WALTHAM, MASSACHUSETTS




Lease Dated as of March 26, 2014




THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties
hereinafter named, and which relates to space in a certain building (the “Building”) known as, and
with an address at, 1050 Winter Street, Waltham, Massachusetts 02451.



The parties to this Indenture of Lease hereby agree with each other as follows:



ARTICLE I

Reference Data





	1.1	 	Subjects Referred To






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



	 	 	 
	Landlord:
	 	BP BAY COLONY LLC, a Delaware limited

liability company

	Landlord’s Original Address
	 	c/o Boston Properties Limited Partnership

Prudential Center

800 Boylston Street, Suite 1900

Boston, Massachusetts 02199-8103

	Landlord’s Construction

Representative:
	 	Michael Schumacher




	Tenant:
	 	LIONBRIDGE TECHNOLOGIES, INC., a Delaware

corporation

	Tenant’s Original Address:
	 	1050 Winter Street, Suite 2300, Waltham, MA

02154

	Tenant’s Email Address for

Information Regarding Billings

and Statements:
	 	Derek.Salisbury@lionbridge.com, as the same

may hereafter be changed by notice from

Tenant to Landlord, pursuant to the terms of

this Lease.

	Tenant’s Construction

Representative:
	 	Derek Salisbury, as the same may hereafter

be changed by notice from Tenant to

Landlord, pursuant to the terms of this

Lease.

	Premises A Commencement Date:
	 	As defined in Section 2.4 of this Lease and

Section 1.2 of Exhibit B-1.

	Premises B Commencement Date:
	 	As defined in Section 2.4 of this Lease and

Section 1.2 of Exhibit B-1.

	Estimated Premises A

Commencement Date:
	 	July 7, 2014




	Estimated Premises B

Commencement Date:
	 	Twelve (12) weeks following the date Tenant

vacates and surrenders possession of

Premises B to Landlord in accordance with

the terms of Section 3.1 of this Lease.

	Term or Lease Term (sometimes

called the “Original Term”):
	 	The period commencing on the Premises A

Commencement Date and ending on the last day

of the one hundred thirty-second

(132nd) full calendar month

immediately following the Premises B

Commencement Date (“Expiration Date”),

unless extended or sooner terminated as

provided in this Lease.

	Extension Option:
	 	One (1) period of five (5) years as provided

in and on the terms set forth in Section

9.18 hereof.

	The Site:
	 	That certain parcel of land known as and

numbered 1050 Winter Street, Waltham,

Middlesex County, Massachusetts.

	The Building:
	 	The Building known as and numbered 1050

Winter Street, Waltham, Massachusetts.

	The Property:
	 	The Building together with all common areas,

parking areas, decks and structures for 1050

Winter Street and the Site.

	Office Park:
	 	That certain office park known as Bay Colony

Corporate Center, containing the Building

and the additional buildings known as and

numbered 950, 1000 and 1100 Winter Street,

Waltham, Massachusetts, located on the

property more particularly described in

Exhibit A attached hereto.

	Tenant’s Premises:
	 	Premises A and Premises B, collectively (it

being understood and agreed that wherever in

this Lease the term “Premises” is used, it

shall be deemed to refer to Premises A and

Premises B collectively and not to any of

the foregoing spaces independently, unless

the applicable language specifically and

expressly indicates that the reference is

intended to be made to one of the foregoing

independently).

	Premises A:
	 	Approximately 26,793 square feet of Rentable

Floor Area on the first (1st)

floor of the North Wing of the Building, as

shown on, and in accordance with, the floor

plan annexed hereto as Exhibit D-1 and

incorporated herein by reference, as further

defined and limited in Section 2.1 hereof.

	Premises B:
	 	Approximately 27,478 square feet of Rentable

Floor Area on the second (2nd)

floor of the North Wing of the Building, as

shown on the floor plans annexed hereto as

Exhibit D-2 and incorporated herein by

reference, as further defined and limited in

Section 2.1 hereof.

	Number of Parking Spaces:
	 	One hundred sixty-two (162) parking spaces

(being three (3) spaces per 1,000 square

feet of the Rentable Floor Area of the

Premises), provided, however, fifty-four

(54) of such parking spaces will be located

and maintained in the structured parking

facility associated with the Building.

	Annual Fixed Rent:
	 	(a) During the Original Term of this Lease

at the following rates:

	 	 	(i) During the period commencing on the

Premises A Commencement Date through and

including the day immediately preceding the

Premises B Commencement Date, monthly fixed

rent for Premises A in the amount of

$78,146.25 per month (prorated for any

partial month as hereinafter set forth)

(being the product of (i) $35.00 and (ii)

the Rentable Floor Area of Premises A);

(ii) During the period commencing on the

Premises B Commencement Date and continuing

through and including the day immediately

preceding the date that is thirty (30)

months following the Premises B Commencement

Date (the “Interim Rent Period”), at the

annual rate of $1,339,409.00 (being the

product of (i) $24.68 and (ii) the “Rentable

Floor Area of the Premises” (hereinafter

defined in this Section 1.1); and

(iii) During the period commencing on the

day immediately following the expiration of

the Interim Rent Period through and

including the expiration of the Original

Lease Term, at the annual rate of

$1,899,485.00 (being the product of (i)

$35.00 and (ii) the Rentable Floor Area of

the Premises).

(b) During the extension option period (if

exercised), as determined pursuant to

Section 9.18.

By way of example only of the calculation of

the Interim Rent Period, if the Premises B

Commencement Date occurs on June 20, 2014,

then the Interim Rent Period would expire on

January 19, 2017.

	Base Operating Expenses:
	 	Landlord’s Operating Expenses (as

hereinafter defined in Section 2.6) for

calendar year 2014, being January 1, 2014

through December 31, 2014.

	Base Taxes:
	 	Landlord’s Tax Expenses (as hereinafter

defined in Section 2.7) for fiscal tax year

2015, being July 1, 2014 through June 30,

2015.

	Tenant Electricity:
	 	As provided in Section 2.10.

	Additional Rent:
	 	All charges and other sums payable by Tenant

as set forth in this Lease, in addition to

Annual Fixed Rent.

	Rentable Floor Area of the

Premises:
	 	54,271 square feet (being the sum of the

Rentable Floor Area of Premises A and the

Rentable Floor Area of Premises B).

	Total Rentable Floor Area of

the Building:
	 	161,605 square feet.




	Permitted Use:
	 	General office purposes, and as ancillary

thereto (but not as primary uses) other uses

customarily accessory to and consistent with

general office purposes as from time to time

permitted as of right by the Zoning Code of

the City of Waltham.

	Broker(s):
	 	None.

	Security Deposit:
	 	$316,580.84, payable in accordance with and

to be held subject to the provisions of

Section 9.19.








	1.2	 	Table of Articles and Sections





	 	 	 	 	 	 	 	 	 
	 	1.3	 	 	Exhibits

	 	

	 	

	 	 	 	 	 

	 	

	 	

	 	 	 	 	There are incorporated as part of this Lease:

	 	 	 	 	Exhibit A

	 	—
	 	Description of Office Park
	 	 	 	 	Exhibit B-1

	 	—
	 	Work Agreement
	 	 	 	 	Exhibit B-2

	 	—
	 	Preliminary Plans and Work Matrix
	 	 	 	 	Exhibit C

	 	—
	 	Landlord’s Services
	 	 	 	 	Exhibit D-1

	 	—
	 	Floor Plan of Premises A
	 	 	 	 	Exhibit D-2

	 	—
	 	Floor Plan of Premises B
	 	 	 	 	Exhibit E

	 	—
	 	Form of Declaration Affixing the Commencement Date of Lease
	 	 	 	 	Exhibit F

	 	—
	 	Schedule of Building Renovation Work
	 	 	 	 	Exhibit G

	 	—
	 	Form of Letter of Credit
	 	 	 	 	Exhibit H

	 	—
	 	Memorandum Re: Procedure for Allocation of Electricity Costs
	 	 	 	 	Exhibit I

	 	—
	 	Form of Certificate of Insurance
	 	 	 	 	Exhibit J

	 	—
	 	List of Mortgages
	 	 	 	 	Exhibit K

	 	—
	 	Broker Determination of Fair Market Prevailing Rent
	 	 	 	 	Exhibit L

	 	—
	 	Location of Tenant’s Reserved Parking Spaces
	 	 	 	 	Exhibit M

	 	—
	 	Rules and Regulations






ARTICLE II

Building, Premises, Term and Rent





	2.1	 	The Premises






Landlord hereby demises and leases to Tenant, and Tenant hereby hires and accepts from
Landlord, Tenant’s Premises in the Building excluding the floor slab, demising and perimeter
walls (except the inner surfaces thereof) and exterior windows (except the inner surfaces
thereof), the area located between the finished ceiling and the floor slab above, any space
in the Premises used for common shafts, stacks, conduits, fan rooms, ducts, electric or
other utilities, or other Building facilities, the common stairways and stairwells,
elevators and elevator wells, fan rooms, electric and telephone closets, janitor closets,
freight elevator vestibules, and pipes, ducts, conduits, wires and appurtenant fixtures
serving exclusively or in common other parts of the Building, and the common facilities
described in Section 2.2 of this Lease, and if Tenant’s Premises includes less than the
entire rentable area of any floor, excluding the common corridors, elevator lobbies and
toilets located on such floor. Tenant’s Premises with such exclusions is hereinafter
referred to as the “Premises.”




The Premises exclude the exterior walls, exterior windows (except the inner surfaces
thereof), and the Common Areas.




Landlord represents to Tenant that: (a) Landlord holds fee simple title to the Property;
(b) Landlord has full power and authority to enter into this Lease; (c) general office
purposes is permitted as of right in the Building under the Zoning Code of the City of
Waltham; (d) from and after the applicable commencement date for the applicable portion of
the Premises and subject to Tenant’s rights under the Existing Lease (as hereinafter
defined) with respect to Premises B, no other party claiming by, through or under Landlord
will have any possessory right to the Premises; and (d) to Landlord’s actual knowledge,
there are no easements, covenants, conditions, restrictions, licenses, declarations or
similar agreements of record affecting the Building and/or the Site that would reasonably be
expected to materially adversely affect Tenant’s use of or access to the Premises or
Tenant’s rights or obligations under this Lease.




Subject to (i) emergency situations, (ii) the requirements of applicable Legal Requirements
(as that term is defined in Exhibit B-1), and (iii) reasonable security procedures, Tenant
shall have access to the Premises 24 hours per day, 7 days per week, throughout the Lease
Term.




	2.2	 	Rights to Use Common Facilities






Subject to Landlord’s right to change or alter any of the following in Landlord’s discretion
as herein provided (provided that no such changes or alterations shall materially adversely
affect Tenant’s access to or use of the Premises for the normal conduct of business or
reduce the Number of Parking Spaces allotted to Tenant), Tenant shall have, as appurtenant
to the Premises, the non- exclusive right to use in common with others, subject to
reasonable rules of general applicability to tenants of the Building from time to time made
by Landlord of which Tenant is given notice (a) the common lobbies, corridors, stairways,
elevators and loading platform of the Building, and the pipes, ducts, conduits, wires and
appurtenant meters and equipment serving the Premises in common with others, (b) common
walkways and driveways necessary for access to the Building, (c) the parking facilities
serving the Building, and (d) if the Premises include less than the entire rentable floor
area of any floor, the common toilets, corridors and elevator lobby of such floor.




Provided the named Tenant herein has not sublet more than 25,000 rentable square feet of the
Premises (other than to a Permitted Transferee), and continues to use and occupy the entire
Premises then being leased to Tenant (or that portion of the Premises not subleased),
Landlord shall continue to operate during the Term of this Lease (i) the café or an
alternative food service establishment in the Building; and (ii) a fitness center in the
building at 1000 Winter Street or in the Building.




Tenant shall have the right to contract separately with its own telecommunication service
provider and Landlord will not unreasonably withhold consent to any request by Tenant to
allow such provider to have access to the Building or to the Premises provided that Landlord
may condition such access, without limitation of the foregoing, on Landlord’s approval of
the identity of the service provider, its execution of an access and easement agreement
satisfactory to Landlord and, should telecommunications services be furnished by such
service provider to both Tenant and other tenants and occupants in the Building, then
subject to the payment to Landlord by the service provider of reasonable fees assessed by
Landlord in its reasonable discretion.



2.2.1 Tenant’s Parking




In addition, Tenant shall have the right to use in the parking area the Number of Parking
Spaces (referred to in Section 1.1) for the parking of automobiles, in common with use by
other tenants from time to time of the Property, provided, however, that Landlord shall not
be obligated to furnish stalls or spaces on the Site specifically designated for Tenant’s
use, except that up to ten (10) of Tenant’s Number of Parking Spaces in the structured
parking facility shall be reserved spaces in the approximate location marked on Exhibit L
attached hereto. In the event that the Rentable Floor Area of the Premises decreases at any
time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall
be reduced proportionately. Tenant covenants and agrees that it and all persons claiming by,
through and under it, shall at all times abide by all reasonable rules and regulations
promulgated by Landlord pursuant to Section 5.4 with respect to the use of the parking areas
on the Site. The parking privileges granted herein are non-transferable except to a
permitted assignee or subtenant and/or to Permitted Occupant under Section 5.6.7, all as
provided in Section 5.6. Further, Landlord assumes no responsibility whatsoever for loss or
damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any
personal property therein, however caused, and Tenant covenants and agrees, upon request
from Landlord from time to time, to notify its officers, employees, agents and invitees of
such limitation of liability. Tenant acknowledges and agrees that a license only is hereby
granted, and no bailment is intended or shall be created.




	2.3	 	Landlord’s Reservations






Landlord reserves the right from time to time, without unreasonable interference with
Tenant’s use, and provided that, except to the extent such actions are undertaken to comply
with applicable Legal Requirements, the Number of Parking Spaces allotted to Tenant, as well
as Tenants’ Reserved Parking Spaces, shall not be reduced: (a) to install, use, maintain,
repair, replace and relocate for service to the Premises and other parts of the Building, or
either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the
Premises or Building, (b) to perform, or cause to be performed, construction in the common
areas and facilities or other leased areas on the Property or in the Office Park and (c) to
reduce, increase, enclose or otherwise change at any time and from time to time the size,
number, location, lay-out and nature of the common areas and facilities and other tenancies
and premises on the Property or in the Office Park, to create additional rentable areas
through use or enclosure of common areas, and to dedicate roads within the Office Park for
public use. Installations, replacements and relocations referred to in clause (a) above
shall be located so far as practicable in the central core area of the Building, above
ceiling surfaces, below floor surfaces or within perimeter walls of the Premises. In
connection with the foregoing, Landlord agrees to use commercially reasonable efforts to
minimize interference with Tenant’s business operations in the Premises, consistent with the
nature of the rights being exercised. Any non-emergency work performed pursuant to this
Section 2.3 shall be performed at such times and in such a manner so as to minimize
interference with Tenant’s operations in the Premises and only after reasonable advance
notice to Tenant.




	2.4	 	Habendum






Tenant shall have and hold the Premises for the Term. The Term of this Lease shall be the
period specified in Section 1.1 hereof as the “Lease Term,” unless sooner terminated or
extended as herein provided. The Lease Term shall commence (1) with respect to Premises A,
on the earlier of (i) the date on which Landlord delivers Premises A to Tenant with the
Landlord’s Work to Premises A substantially completed, as defined in Exhibit B-1 hereof, or
(ii) that date on which Tenant commences occupancy of any portion of the Premises A for the
Permitted Uses by moving in its furniture, personal property and conducting its business
from Premises A and subject to Landlord’s obligation to complete the Landlord’s Work to
Premises A, in the event Landlord has not substantially completed Landlord’s Work on such
date (such earlier date, the “Premises A Commencement Date”), and (2) with respect to
Premises B, on the earlier of (y) the date on which Landlord delivers Premises B to Tenant
with the Landlord’s Work to Premises B substantially completed, as defined in Exhibit B-1
hereof, or (z) that date on which Tenant commences occupancy of any portion of the Premises
B for the Permitted Uses by moving in its furniture, personal property and conducting its
business from Premises B and subject to Landlord’s obligation to complete the Landlord’s
Work to Premises B in the event Landlord has not substantially completed Landlord’s Work on
such date (such earlier date, the “Premises B Commencement Date”), and continuing for the
Term unless sooner terminated as provided in Article VI or Article VII or unless extended as
provided in Section 9.18.




As soon as may be convenient after the dates have been determined on which the Term
commences as aforesaid, Landlord and Tenant agree to join with each other in the execution
of a written Declaration Affixing the Commencement Date of Lease, in the form of Exhibit E,
in which the date on which the Term commences as aforesaid and the Term of this Lease shall
be stated. If Tenant fails to execute such Declaration Affixing the Commencement Date of
Lease, the Premises A Commencement Date, the Premises B Commencement Date and Lease Term
shall be as reasonably determined by Landlord in accordance with the terms of this Lease.




	2.5	 	Fixed Rent Payments






Tenant agrees to pay to Landlord, (1) (a) on the Premises A Commencement Date (as defined in
Section 1.1 hereof) and thereafter monthly, in advance, on the first day of each and every
calendar month during the Original Term, a sum equal to one twelfth (1/12th) of
the Annual Fixed Rent (sometimes hereinafter referred to as “fixed rent”) for the Premises
specified in Section 1.1 hereof for the applicable portion of the Term of this Lease, plus
(b) on the Premises A Commencement Date and thereafter monthly, in advance, on the first day
of each and every calendar month during the Original Term, an amount estimated by Landlord
from time to time to cover Tenant’s monthly payments for electricity in the Premises under
Section 2.10, provided, however, Tenant shall not have any obligation to pay monthly
payments for electricity with respect to Premises B until the Premises B Commencement Date,
and (2) on the first day of each and every calendar month during the extension option period
(if exercised), a sum equal to (y) one twelfth (1/12th) of the Annual Fixed Rent
as determined in Section 9.18 for the extension option period plus (z) then applicable
monthly electricity charges under Section 2.10. Until notice of some other designation is
given, fixed rent and all other charges for which provision is herein made shall be paid by
remittance to or for the order of Landlord either (i) by mail to P.O. Box 3557, Boston,
Massachusetts 02241-3557, (ii) by wire transfer to Bank of America in Dallas, Texas, Bank
Routing Number 0260-0959-3 or (iii) by ACH transfer to Bank of America in Dallas, Texas,
Bank Routing Number 111 000 012, and in the case of (ii) or (iii) referencing Account Number
3756454460, Account Name of Boston Properties, LP, Tenant’s name and the Property address.
All remittances received by Boston Properties Limited Partnership as aforesaid, or by any
subsequently designated recipient, shall be treated as payment to Landlord.




Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate on
a pro rata basis, and, if the Premises A Commencement Date or the Premises B Commencement
Date is a day other than the first day of a calendar month, the first payment of Annual
Fixed Rent which Tenant shall make to Landlord shall be a payment equal to a proportionate
part of such monthly Annual Fixed Rent for the partial month from the Premises A
Commencement Date or the Premises B Commencement Date, as applicable, to the first day of
the succeeding calendar month.




Additional Rent payable by Tenant on a monthly basis, as hereinafter provided, likewise
shall be prorated, and the first payment on account thereof shall be determined in similar
fashion but shall commence (y) with respect to Premises A, on the Premises A Commencement
Date (excluding Additional Rent under Sections 2.6 and 2.7, which shall commence on the
respective dates set forth in such Sections), and (z) with respect to Premises B, on the
Premises B Commencement Date (excluding Additional Rent under Sections 2.6 and 2.7, which
shall commence on the respective dates set forth in such Sections); and other provisions of
this Lease calling for monthly payments shall be read as incorporating this undertaking by
Tenant.




The Annual Fixed Rent and all other charges for which provision is herein made shall be paid
by Tenant to Landlord, without offset, deduction or abatement except as otherwise
specifically set forth in this Lease.




	2.6	 	Operating Expenses






“Landlord’s Operating Expenses” means the cost of operation of the Building and the Site
(including, without limitation, costs associated with the operation of other portions of the
Office Park benefiting and providing services or appurtenant rights to the Property as part
of the Office Park as a whole, to the extent allocable to the Property) which shall exclude
costs of special services rendered to tenants (including Tenant) for which a separate charge
is made, but shall include, without limitation, the following: premiums for insurance
carried with respect to the Building and the Site (including, without limitation, liability
insurance, insurance against loss in case of fire or casualty and insurance of monthly
installments of fixed rent and any Additional Rent which may be due under this Lease and
other leases of space in the Building for not more than 12 months in the case of both fixed
rent and Additional Rent and if there be any first mortgage of the Property, including such
insurance as may be required by the holder of such first mortgage); compensation and all
fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for or
with respect to all persons engaged in the operating, maintaining or cleaning of the
Building or Site; water, sewer, electric, gas, oil and telephone charges associated with the
common areas of the Building and the Site (excluding utility charges separately chargeable
to tenants); cost of building and cleaning supplies and equipment; cost of maintenance,
cleaning and repairs (other than repairs not properly chargeable against income or
reimbursed from contractors under guarantees); cost of snow removal and care of landscaping;
cost of operating, maintaining and cleaning the cafeteria, fitness center and any shared
conference facilities serving the Building to the extent the revenue from each such facility
is not sufficient to cover the operating expenses of such facility; payments under service
contracts with independent contractors; management fees at reasonable rates for self-managed
buildings consistent with the type of occupancy and the service rendered, but in no event in
excess of three percent (3%) of fixed and additional rent scheduled for the Building; costs
of maintaining a regional property management office in connection with the operation,
management and maintenance of the Building; all costs of applying and reporting for the
Building or any part thereof to seek or maintain certification under the U.S. EPA’s Energy
Star® rating system, the U.S. Green Building Council’s Leadership in Energy and
Environmental Design (LEED) rating system or a similar system or standard; and all other
reasonable and necessary expenses paid in connection with the operation, cleaning and
maintenance of the Building and the Site and properly chargeable against income. Landlord’s
Operating Expenses shall include (a) depreciation for capital expenditures made by Landlord
during the Lease Term (i) to reduce Landlord’s Operating Expenses if Landlord shall have
reasonably determined that the annual reduction in Landlord’s Operating Expenses shall
exceed depreciation therefor or (ii) to comply with applicable Legal Requirements (or any
amendments or rulings thereto) first effective after the date of this Lease (including any
new interpretation of existing Legal Requirements rendered after the date of this Lease)
(the capital expenditures described in subsections (i) and (ii) being hereinafter referred
to as “Permitted Capital Expenditures”), plus (b) in the case of both (i) and (ii) an
interest factor, reasonably determined by Landlord, as being the interest rate then charged
for long term mortgages by institutional lenders on like properties within the locality in
which the Building is located, and depreciation in the case of both (i) and (ii) shall be
determined by dividing the original cost of such capital expenditure by the number of years
of useful life of the capital item acquired and the useful life shall be reasonably
determined by Landlord in accordance with generally accepted accounting principles (“GAAP”)
and practices in effect at the time of acquisition of the capital item, consistently
applied; provided, however, if Landlord reasonably concludes on the basis of engineering
estimates that a particular capital expenditure will effect savings in other Landlord’s
Operating Expenses, including, without limitation, energy related costs, and that such
projected savings will, on an annual basis (“Projected Annual Savings”), exceed the annual
depreciation therefor, then and in such event the amount of depreciation for such capital
expenditure shall be increased to an amount equal to the Projected Annual Savings; and in
such circumstance, the increased depreciation (in the amount of the Projected Annual
Savings) shall be made for such period of time as it would take to fully amortize the cost
of the item in question, together with interest thereon at the interest rate as aforesaid in
equal monthly payments, each in the amount of 1/12th of the Projected Annual
Savings, with such payment to be applied first to interest and the balance to principal.




In addition to the foregoing, if in any calendar year after 2014, Landlord shall provide a
service to Building tenants that was not provided in 2014 and the service in question is
consistent with the then prevailing standards for operating and maintaining a first-class
office complex, then unless the service is required by Legal Requirements first applicable
to the Building after the Premises A Commencement Date, the Base Operating Expenses shall be
adjusted to include fifty percent (50%) of the reasonable estimate of the cost that would
have been incurred by Landlord to provide such service in calendar year 2014. Further, if
in any calendar year after 2014, Landlord shall cease to provide a service to Building
tenants that was provided in 2014, then Base Operating Expenses shall be adjusted to exclude
the cost of providing such services in calendar year 2014.




“Operating Expenses Allocable to the Premises” shall mean the same proportion of Landlord’s
Operating Expenses for and pertaining to the Building and the Site as the Rentable Floor
Area of the Premises bears to 95% of the Total Rentable Floor Area of the Building.




“Base Operating Expenses” is hereinbefore defined in Section 1.1. Base Operating Expenses
shall not include (i) market-wide cost increases due to extraordinary circumstances,
including but not limited to Force Majeure (as defined in Section 9.30), conservation
surcharges, security concerns, boycotts, strikes, embargoes or shortages (herein called
“Temporary Cost Increases”); provided, however, that if any item(s) of Temporary Cost
Increases shall continue uninterrupted beyond calendar year 2015, then the amount of such
Temporary Cost Increase excluded from Base Operating Expenses with respect to such item(s)
shall also be excluded from Landlord’s Operating Expenses for and with respect to any such
calendar year during which such Temporary Cost Increase continues and (ii) the cost of any
Permitted Capital Expenditures; provided, however, that any Permitted Capital Expenditures
excluded from Base Operating Expenses shall not be included in Landlord’s Operating Expenses
in any subsequent year.




“Base Operating Expenses Allocable to the Premises” means the same proportion of Base
Operating Expenses for and pertaining to the Building and the Site as the Rentable Floor
Area of the Premises bears to 95% of the Total Rentable Floor Area of the Building.




If with respect to any calendar year falling within the Term, or fraction of a calendar year
falling within the Term at the beginning or end thereof, the Operating Expenses Allocable to
the Premises for a full calendar year exceed Base Operating Expenses Allocable to the
Premises, or for any such fraction of a calendar year exceed the corresponding fraction of
Base Operating Expenses Allocable to the Premises then, Tenant shall pay to Landlord, as
Additional Rent, the amount of such excess. Such payments shall be made at the times and in
the manner hereinafter provided in this Section 2.6.




Not later than one hundred and twenty (120) days after the end of the first calendar year or
fraction thereof ending December 31 and of each succeeding calendar year during the Term or
fraction thereof at the end of the Term, Landlord shall render Tenant a statement in
reasonable detail and according to usual accounting practices consistently applied certified
by a representative of Landlord, showing for the preceding calendar year or fraction
thereof, as the case may be, Landlord’s Operating Expenses and Operating Expenses Allocable
to the Premises (the “Operating Expense Statement”). The Operating Expense Statement shall
also show for the preceding calendar year or fraction thereof as the case may be the amounts
of Operating Expenses already paid by Tenant as Additional Rent, and the amount of Operating
Expenses remaining due from, or overpaid by, Tenant for the calendar year or other period
covered by such statement. Within thirty (30) days after the date of delivery of such
statement, Tenant shall pay to Landlord the balance of the amounts, if any, required to be
paid pursuant to the above provisions of this Section 2.6 with respect to the preceding
calendar year or fraction thereof, or Landlord shall credit any amounts due from it to
Tenant pursuant to the above provisions of this Section 2.6 against (i) monthly installments
of Fixed Rent next thereafter coming due or (ii) any sums then due from Tenant to Landlord
under this Lease (or refund such portion of the overpayment as aforesaid if the Term has
ended and Tenant has no material outstanding obligations to Landlord under this Lease).




In addition, Tenant shall make payments in equal monthly installments on account of
Landlord’s annual estimated amount of increases in Operating Expenses Allocable to the
Premises as anticipated for the then current calendar year at the time and in the fashion
herein provided for the payment of Fixed Rent. The amount to be paid to Landlord shall be an
amount reasonably estimated annually by Landlord to be sufficient to cover, in the
aggregate, a sum equal to Tenant’s share of such increases in Operating Expenses Allocable
to the Premises for each calendar year during the Term.




Notwithstanding the foregoing, in determining the amount of Landlord’s Operating Expenses
for any calendar year or portion thereof falling within the Lease Term (including the
calendar year in which Base Operating Expenses are determined (the “Base Year”)), if less
than ninety-five percent (95%) of the Total Rentable Floor Area of the Building shall have
been occupied by tenants at any time during the period in question, then, at Landlord’s
election with respect to years after the Base Year but on a mandatory basis for the Base
Year, those components of Landlord’s Operating Expenses that vary based on occupancy for
such period shall be adjusted to equal the amount such components of Landlord’s Operating
Expenses would have been for such period had occupancy been ninety-five percent (95%)
throughout such period.




Landlord’s failure to render or delay in rendering an Operating Expense Statement, Tax
Expense Statement or annual electricity reconciliation statement pursuant to Exhibit H with
respect to any calendar year shall not prejudice Landlord’s right thereafter to render the
same with respect thereto nor shall the rendering of an Operating Expense Statement, Tax
Expense Statement or annual electricity reconciliation statement, as applicable, for any
calendar year prejudice Landlord’s right thereafter to render a corrected Operating Expense
Statement, Tax Expense Statement or annual electricity reconciliation statement, as
applicable, for such calendar year, provided, however, that Landlord shall in all events
render the Operating Expense Statement, Tax Expense Statement or annual electricity
reconciliation statement, as applicable, in question or any corrections thereto within two
(2) years after the end of the calendar year covered by the applicable statement, and
provided, further that the foregoing two (2) year period shall expressly not apply to any
new or corrected Operating Expense Statement, Tax Expense Statement or annual electricity
reconciliation statement, as applicable, rendered by Landlord to reflect charges or
corrections in charges resulting from any late billing or corrected billing by a third party
such as the taxing authority or utility provider.




	2.7	 	Operating Expense Exclusions






Notwithstanding the provisions of Section 2.6 above, the following costs and expenses shall
be excluded from Landlord’s Operating Expenses:




(1) Landlord’s Tax Expenses;




(2) principal or interest on indebtedness, debt amortization or ground rent paid by
Landlord in connection with any mortgages, deeds of trust or other financing encumbrances,
or ground leases of the Building or the Property;




(3) capital improvements or other capital expenditures to the Property other than the
Permitted Capital Expenditures provided in subsection 2.6 above;




(4) legal, auditing, consulting and professional fees and other costs paid or incurred
in connection with financings, refinancings or sales of any interest in Landlord or of
Landlord’s interest in the Building or the Property or in connection with any ground lease
(including, without limitation, recording costs, mortgage recording taxes, title insurance
premiums and other similar costs, but excluding those legal, auditing, consulting and
professional fees and other costs incurred in connection with the normal and routine
maintenance and operation of the Building and/or the Site);




(5) legal fees, space planner’s fees, architect’s fees, leasing and brokerage
commissions, advertising and promotional expenditures and any other marketing expense
incurred in connection with the leasing, licensing or occupying of space in the Building
(including new leases, lease amendments, lease terminations and lease renewals);




(6) the cost of any items to the extent to which such cost is reimbursed to Landlord by
tenants of the Property (other than pursuant to Section 2.6), or other third parties, or is
covered by a warranty to the extent of reimbursement for such coverage;




(7) expenditures for any leasehold improvement which is made in connection with the
preparation of any portion of the Building for occupancy by any tenant or which is not made
generally to or for the benefit of the Building or the Property;




(8) the cost of performing work or furnishing service to or for any tenant other than
Tenant, at Landlord’s expense, to the extent such work or service is in excess of any work
or service Landlord is obligated to provide to Tenant or generally to other tenants in the
Building at Landlord’s expense;




(9) the cost of repairs or replacements incurred by reason of fire or other casualty,
or condemnation (other than costs not in excess of a commercially reasonable deductible on
any insurance maintained by Landlord which provides a recovery for such repair or
replacement), to the extent Landlord actually receives proceeds of property and casualty
insurance policies or condemnation awards or would have received such proceeds had Landlord
maintained the insurance required to be maintained by Landlord under this Lease;




(10) the cost of acquiring sculptures, paintings or other objects of fine art in the
Building;




(11) bad debt loss, rent loss, or reserves for bad debt or rent loss;




(12) unfunded contributions to operating expense reserves by other tenants;




(13) contributions to charitable or political organizations;




(14) expenses related solely and exclusively to the operation of the retail space in
the Building;




(15) damage and repairs necessitated by the negligence or willful misconduct of
Landlord Parties;




(16) fees, costs and expenses incurred by Landlord in connection with or relating to
claims against or disputes with tenants of the Building;




(17) interest, fines or penalties for late payment or violations of Legal Requirements
by Landlord, if any, except to the extent incurring such expense is either (a) a reasonable
business expense under the circumstances or (b) caused by a corresponding late payment or
violation of a Legal Requirement by Tenant, in which event Tenant shall be responsible for
the full amount of such expense;




(18) the cost of remediation and removal of “Hazardous Materials” (as that term is
defined in Section 5.3 below in the Building or on the Property required by “Hazardous
Materials Laws” (as that term is defined in Section 5.3 below, provided, however, that the
provisions of this clause 18 shall not preclude the inclusion of costs with respect to
materials (whether existing at the Property as of the date of this Lease or subsequently
introduced to the Property) which are not as of the date of this Lease (or as of the date of
introduction) deemed to be Hazardous Materials under applicable Hazardous Materials Laws but
which are subsequently deemed to be Hazardous Materials under applicable Hazardous Materials
Laws (it being understood and agreed that Tenant shall nonetheless be responsible under
Section 5.3 of this Lease for all costs of remediation and removal of Hazardous Materials
introduced or resulting from the acts or, where Tenant has a duty to act, omissions of any
of the Tenant Parties). However, there shall be included in Operating Expenses the cost of
Landlord’s routine annual or other periodic hazardous material or similar inspection of the
buildings, the cost of which incurred during the Base Year shall also be included in Base
Operating Expenses;




(19) costs of replacements, alterations or improvements necessary to make the Building
or the Property comply with Legal Requirements in effect and applicable to the Building
and/or the Property prior to the date of this Lease, except to the extent the need for such
replacements, alterations or improvements is caused by Tenant Parties (in which case Tenant
shall nonetheless be responsible for such costs in accordance with Section 5.10 of this
Lease) provided, however, that the provisions of this clause 19 shall not preclude the
inclusion of costs of compliance with Legal Requirements enacted prior to the date of this
Lease if such compliance is required for the first time by reason of any amendment,
modification or reinterpretation of a Legal Requirement which is imposed after the date of
this Lease;




(20) costs and expenses incurred for the administration of the entity which constitutes
Landlord, as the same are distinguished from the costs of operation, management, maintenance
and repair of the Property, including, without limitation, entity accounting and legal
matters;




(21) salaries and all other compensation (including fringe benefits) of partners,
officers and executives above the grade of Regional Property Manager;




(22) Salaries or other compensation paid to employees above the grade of Regional
Property Manager except that if any such employee performs a service which would have been
performed by an outside consultant, the compensation paid to such employee for performing
such service shall be included in Operating Expenses for the Building to the extent only
that the cost of such service does not exceed the costs of such service had such service
been performed by an outside consultant. Further, if and to the extent an employee performs
services at the Building and other properties, such employee’s labor costs shall be
reasonably allocated and only the portion reasonably allocable to the Building shall be
included in Landlord’s Operating Expenses (nothing contained herein shall affect Landlord’s
right to collect the management fee specifically provided for above);




(23) except as may be otherwise expressly provided in this Lease with respect to
specific items, the cost of any services or materials provided by any party related to
Landlord, to the extent such cost exceeds, the reasonable cost for such services or
materials absent such relationship in self-managed buildings similar to the Building in the
vicinity of the Building;




(24) Depreciation, except that “Permitted Capital Expenditures” (as hereinbefore
defined) and interest and amortization thereon, which shall include payments for rented
equipment to the extent that such rented equipment would, if purchased, constitute a
Permitted Capital Expenditure or would be used in performing the work which constitutes a
Permitted Capital Expenditure, shall be included in Operating Expenses;




(25) Any advertising, promotional or marketing expenses for the Building;




(26) Penalties and interest for late payment of any obligations of Landlord, including,
without limitation, taxes, insurance, equipment leases and other past due amounts, provided
that Tenant pays Operating Expenses and Real Estate Taxes timely as and when due;




(27) All costs and expenses of any special events (e.g. receptions, concerts);
provided, however, that Tenant shall pay the entire costs and expenses of any special events
run by Tenant;




(28) All legal, architectural, engineering, accounting and other professional fees;
provided, however, that legal, architectural, engineering, accounting and other professional
fees and costs incurred in connection with the management, operation, maintenance and repair
of the Office Park shall be included in Operating Expenses;




(29) Reserves, provided, however, amounts actually expended in maintaining, repairing
and operating the Property shall be included in Operating Expenses, except to the extent
excluded, limited or the like, elsewhere in this Section 2.7;




(30) All costs and expenses arising out of (i) any violation or breach of any lease of
space in the Building, the Site or the Office Park, or (ii) any other breach of contract by
Landlord except if due to the act, omission, fault or negligence of Tenant; and




(31) Any management, administrative, supervisory or the like fee, charge or the like
other than the three percent (3%) management fee set forth as item in the first paragraph of
this Section 2.6; provided, however, that if Tenant requests Landlord or its managing agent
to perform work for Tenant beyond that which is covered by this Lease, the same shall be
done on a work order basis for which Landlord shall have the right to charge Tenant for
Landlord’s performing same.




To the extent that Landlord owns other buildings in the Office Park, Landlord’s Operating
Expenses that relate to the common areas of the Office Park (and not exclusively to the
Building or exclusively to any other buildings within the Office Park) shall be reasonably
allocated by Landlord among all such buildings in the Office Park.




	2.8	 	Tenant’s Audit Right






Subject to the provisions of this Section 2.8 and provided that no monetary or material
non-monetary Event of Default of Tenant exists, Tenant shall have the right to examine the
correctness of the Landlord’s Tax Excess statement, Landlord’s Operating Expense statement
and/or any annual electricity reconciliation statement or any item contained therein:




(1) Any request for examination in respect of any “Tax Year” or “Operating Year” (as such
terms are defined hereinbelow) may be made by notice from Tenant to Landlord no more than
one hundred eighty (180) days after the date Landlord provides to Tenant the applicable
year-end statement required hereunder in respect of such Operating Year and such Tax Year
(and only if Tenant shall have fully paid the amounts billed with respect to the applicable
Operating Expenses, Taxes or electricity charge). Notwithstanding the foregoing, (i) if
Tenant has not previously exercised its right, pursuant to this Section 2.8, to examine
Landlord’s Tax Excess statement with respect to Base Taxes, Tenant may request such
examination not later than the deadline for Tenant to exercise its right to examine
Landlord’s statement relating to Landlord’s Tax Excess statement for fiscal year 2016, and
(ii) if Tenant has not previously exercised its right, pursuant to this Section 2.8, to
examine Landlord’s Operating Expense statement with respect to Base Operating Expenses,
Tenant may request such examination not later than the deadline for Tenant to exercise its
right to examine Landlord’s statement relating to Landlord’s Operating Expense statement for
calendar year 2016. Such notice shall set forth in reasonable detail the matters
questioned. Any examination must be completed and the results communicated to Landlord no
more than one hundred eighty (180) days after Landlord provides Tenant with access to the
books and records reasonably required to perform such examination. “Operating Year” shall
mean a period of twelve (12) consecutive calendar months, commencing on the first day of
January in each year, except that the first Operating Year of the Lease Term hereof shall be
the period commencing on the Commencement Date and ending on the succeeding December 31, and
the last Operating Year of the Lease Term hereof shall be the period commencing on January 1
of the calendar year in which the Lease Term ends, and ending with the date on which the
Lease Term ends.




(2) Tenant hereby acknowledges and agrees that Tenant’s sole right to contest the Operating
Expense Statement, the annual electricity reconciliation statement (the “Electricity
Statement”) and Landlord’s Tax Expense Statement shall be as expressly set forth in this
Section 2.8. Tenant hereby waives any and all other rights provided pursuant to applicable
laws to inspect Landlord’s books and records and/or to contest the Landlord’s Operating
Expense Statement, the Electricity Statement and Landlord’s Tax Expense Statement. If
Tenant shall fail to timely exercise Tenant’s right to inspect Landlord’s books and records
as provided in this Section 2.8, or if Tenant shall fail to timely communicate to Landlord
the results of Tenant’s examination as provided in this Section 2.8, with respect to any
Operating Year or Tax Year, as applicable, Landlord’s Operating Expense Statement, the
Electricity Statement and Landlord’s Tax Expense Statement, as applicable, shall be
conclusive and binding on Tenant




(3) So much of Landlord’s books and records pertaining to the specific matters questioned by
Tenant for the Operating Year included in the Operating Expense Statement or Electricity
Statement, as applicable, and/or the Tax Year included in the Tax Expense Statement, shall
be made available to Tenant within a reasonable time after Landlord timely receives the
notice from Tenant to make such examination pursuant to this Section 2.8, either
electronically or during normal business hours at the offices in Massachusetts where
Landlord keeps such books and records or at another location in Massachusetts, as reasonably
determined by Landlord.




(4) Tenant shall have the right to make such examination no more than once in respect of any
Operating Year or Tax Year, as applicable, for which Landlord has given Tenant a statement
of the Landlord’s Operating Expenses, the Electricity Statement or of the Landlord’s Tax
Expenses, as applicable.




(5) Such examination may be made only by a qualified employee of Tenant or a qualified
independent certified public accounting firm or a qualified real estate professional or firm
approved by Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed. No examination shall be conducted by an examiner who is to be compensated, in whole
or in part, on a contingent fee basis.




(6) As a condition to performing any such examination, Tenant and its examiners shall be
required to execute and deliver to Landlord a commercially reasonable form of agreement
(with commercially reasonable exceptions for any Legal Requirements, litigation, and/or the
like), agreeing to keep confidential any information which it discovers about Landlord or
the Building in connection with such examination.




(7) No subtenant shall have any right to conduct any such examination and no assignee may
conduct any such examination with respect to any period during which the assignee was not in
possession of the Premises.




(8) All costs and expenses incurred by Tenant in connection with any such examination by
Tenant shall be paid by Tenant. All costs and expenses incurred by Landlord in connection
with any such examination by Tenant shall be paid by Landlord. If such examination
indicates that Landlord has overcharged Tenant for Operating Expenses for such Operating
Year by more than five percent (5%), or if such examination indicates that Landlord has
overcharged Tenant for Taxes for such Tax Year by more than five percent (5%), then Landlord
shall reimburse Tenant for the actual, reasonable out-of-pocket costs incurred by Tenant to
perform the applicable audit.




(9) If as a result of such examination Landlord and Tenant agree that the amounts paid by
Tenant to Landlord on account of the Landlord’s Operating Expenses, Taxes or electricity
charges exceeded the amounts to which Landlord was entitled hereunder, or that Tenant is
entitled to a credit with respect to the Landlord’s Operating Expenses, electricity charges
or Landlord’s Tax Expenses, Landlord, at its option, shall either (i) refund to Tenant the
amount of such excess, or apply the amount of such credit against Fixed Rent and Additional
Rent, as the case may be, within thirty (30) days after the date of such agreement.
Similarly, if Landlord and Tenant agree that the amounts paid by Tenant to Landlord on
account of Landlord’s Operating Expenses, Electricity Statement or Landlord’s Tax Expenses,
as applicable, were less than the amounts to which Landlord was entitled hereunder, then
Tenant shall pay to Landlord, as Additional Rent hereunder, the amount of such deficiency
within thirty (30) days after the date of such agreement.




(10) Tenant’s rights under this Section 2.8 shall apply only to Landlord’s Tax Excess
statement, Landlord’s Operating Expense statement and/or any annual electricity
reconciliation statement and shall not apply to other invoices or statement of Additional
Rent billed to Tenant under this Lease and Tenant’s rights with respect to such other
invoices or statements of Additional Rent shall be as set forth in Section 9.22 of this
Lease.




	2.9	 	Real Estate Taxes






If with respect to any full Tax Year or fraction of a Tax Year falling within the Term,
Landlord’s Tax Expenses Allocable to the Premises as hereinafter defined for a full Tax Year
exceed Base Taxes Allocable to the Premises, or for any such fraction of a Tax Year exceed
the corresponding fraction of Base Taxes Allocable to the Premises then, on or before the
thirtieth (30th) day following receipt by Tenant of the certified statement
referred to below in this Section 2.9, Tenant shall pay to Landlord, as Additional Rent, the
amount of such excess. Such payments shall be made at the times and in the manner hereafter
provided in this Section 2.9. Not later than one hundred twenty (120) days after Landlord’s
Tax Expenses Allocable to the Premises are determined for the first such Tax Year or
fraction thereof and for each succeeding Tax Year or fraction thereof during the Term,
Landlord shall render Tenant a statement in reasonable detail certified by a representative
of Landlord showing for the preceding year or fraction thereof, as the case may be, real
estate taxes on the Building and the Site and abatements and refunds of any taxes and
assessments. Expenditures for reasonable legal fees and for other reasonable expenses
incurred in seeking the tax refund or abatement may be charged against the tax refund or
abatement before the adjustments are made for the Tax Year. Only Landlord shall have the
right to institute tax reduction or other proceedings to reduce real estate taxes or the
valuation of the Building and the Site. Said statement to be rendered to Tenant shall also
show for the preceding Tax Year or fraction thereof as the case may be the amounts of real
estate taxes already paid by Tenant as Additional Rent, and the amount of real estate taxes
remaining due from, or overpaid by, Tenant for the year or other period covered by the
statement. Within thirty (30) days after the date of delivery of the foregoing statement,
Tenant shall pay to Landlord the balance of the amounts, if any, required to be paid
pursuant to the above provisions of this Section 2.9 with respect to the preceding Tax Year
or fraction thereof, or Landlord shall credit any amounts due from it to Tenant pursuant to
the provisions of this Section 2.9 against (i) monthly installments of Fixed Rent next
thereafter coming due or (ii) any sums then due from Tenant to Landlord under this Lease (or
refund such portion of the over-payment as aforesaid if the Term has ended and Tenant has no
material outstanding obligations to Landlord under this Lease).




In addition, payments by Tenant on account of Tenant’s annual estimated share on account of
increases in real estate taxes reasonably anticipated by Landlord for the then current year
shall be made monthly in equal installments at the time and in the fashion herein provided
for the payment of Fixed Rent. The amount so to be paid to Landlord shall be an amount
reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a
sum equal to Tenant’s share of such increases, at least ten (10) days before the day on
which such payments by Landlord would become delinquent.




To the extent that real estate taxes shall be payable to the taxing authority in
installments with respect to periods less than a Tax Year, the foregoing statement shall be
rendered and payments made on account of such installments.




Terms used herein are defined as follows:




	 	(i)	 	“Tax Year” means the twelve-month period beginning July 1 each
year during the Term or if the appropriate governmental tax fiscal period shall
begin on any date other than July 1, such other date.






	 	(ii)	 	“Landlord’s Tax Expenses Allocable to the Premises” shall mean
the same proportion of Landlord’s Tax Expenses for and pertaining to the
Building and the Site as the Rentable Floor Area of the Premises bears to 95% of
the Total Rentable Floor Area of the Building.






	 	(iii)	 	“Landlord’s Tax Expenses” with respect to any Tax Year means the
aggregate real estate taxes on the Building and Site with respect to that Tax
Year, reduced by any abatement receipts or refunds with respect to that Tax
Year.






	 	(iv)	 	“Base Taxes” is hereinbefore defined in Section 1.1.






	 	(v)	 	“Base Taxes Allocable to the Premises” means the same proportion
of Base Taxes for and pertaining to the Building and the Site as the Rentable
Floor Area of the Premises bears to 95% of the Total Rentable Floor Area of the
Building.






	 	(vi)	 	“Real estate taxes” means all taxes and special assessments of
every kind and nature and user fees and other like fees assessed by any
governmental authority on the Building and the Site which the Landlord shall
become obligated to pay because of or in connection with the ownership, leasing
and operation of the Site, the Building and the Property (including without
limitation, if applicable, the excise prescribed by Massachusetts General Laws
(Ter Ed) Chapter 121A, Section 10 and amounts in excess thereof paid to the City
of Waltham pursuant to agreement between Landlord and the City) and reasonable
expenses of and fees for any formal or informal proceedings for negotiation or
abatement of taxes (collectively, “Abatement Expenses”), which Abatement
Expenses shall be excluded from Base Taxes. The amount of special taxes or
special assessments to be included shall be limited to the amount of the
installment (plus any interest, other than penalty interest, payable thereon) of
such special tax or special assessment required to be paid during the year in
respect of which such taxes are being determined, calculated as if Landlord had
elected to pay such special taxes or assessments over the longest period allowed
by laws (whether or not Landlord so elects). There shall be excluded from such
taxes (1) all income, estate, succession, inheritance, franchise and transfer
taxes; and (2) any fees, penalties, or interest payable on account of the late
payment of any real estate taxes (except to the extent such late payment is the
result of late payment of Annual Fixed Rent or Additional Rent by Tenant);
provided, however, that if at any time during the Term the present system of ad
valorem taxation of real property shall be changed so that in lieu of the whole
or any part of the ad valorem tax on real property there shall be assessed on
Landlord a capital levy or other tax on the gross rents received with respect to
the Site or Building or Property, or a federal, state, county, municipal, or
other local income, franchise, excise or similar tax, assessment, levy or charge
(distinct from any now in effect in the jurisdiction in which the Property is
located) measured by or based, in whole or in part, upon any such gross rents,
then any and all of such taxes, assessments, levies or charges, to the extent so
measured or based, shall be deemed to be included within the term “real estate
taxes” but only to the extent that the same would be payable if the Site and
Buildings were the only property of Landlord.






	 	(vii)	 	If during the Lease Term the Tax Year is changed by applicable
law to less than a full 12-month period, the Base Taxes and Base Taxes Allocable
to the Premises shall each be proportionately adjusted.






	2.10	 	Tenant Electricity






Landlord shall allocate the costs of furnishing electricity for lights and plugs and the
distribution components of the heating, ventilating and air conditioning system to Tenant in
accordance with the procedure contained in Exhibit H, and Tenant shall pay for such costs as
provided in said Exhibit H. Also, in the event that there is located in the Premises a
data center containing high density computing equipment, as defined in the U.S. EPA’s Energy
Star® rating system (“Energy Star”), Landlord may, at any time during the Term, require the
installation in accordance with Energy Star of separate metering or check metering equipment
(Tenant being responsible for the costs of any such meter or check meter and the
installation and connectivity thereof). In such event, Tenant shall directly pay to the
utility company, when separately billed by such utility company, all electric consumption on
any meter and shall pay to Landlord, if not billed by such utility company, as Additional
Rent, all electric consumption on any check meter within thirty (30) days after being billed
thereof by Landlord, in addition to other electric charges payable by Tenant under this
Lease.



ARTICLE III

Condition of Premises; Alterations





	3.1	 	Preparation of Premises






The condition of the Premises upon Landlord’s delivery along with any work to be performed
by either Landlord or Tenant shall be as set forth in the Work Agreement attached hereto as
Exhibit B-1 and made a part hereof; it being the intention of Landlord and Tenant that,
except as otherwise provided in Exhibit B-1 attached hereto, the Premises are to be
constructed to a so-called “turn-key” basis by Landlord. It is understood and agreed that
Landlord shall deliver the Premises to Tenant and Tenant shall vacate the Existing Premises
(as hereinafter defined) in two (2) phases in accordance with the construction schedule
submitted by Landlord and particularly set forth in this Section 3.1 and in Exhibit B-1
attached hereto.




Tenant acknowledges and agrees that Tenant is currently in possession and occupancy of (i)
Premises B, and (ii) 12,377 square feet of rentable floor area on the first floor of the
South Wing of the Building (the “Existing 1st Floor Space” and together with
Premises B, collectively, the “Existing Premises”) pursuant to that certain Lease dated as
of February 13, 1997, as affected by those certain letter agreements dated March 28, 1997
and January 29, 1999 respectively and as amended by that certain First Amendment to Lease
dated as of June 29, 1999, that certain Second Amendment to Lease dated as of December 10,
1999, that certain Third Amendment to Lease dated as of September, 13, 2002, that certain
Fourth Amendment to Lease dated as of March 9, 2004, that certain Fifth Amendment to Office
Lease dated as of July 3, 2008 and that certain Sixth Amendment to Lease dated as of
December 21, 2011 (collectively, the “Existing Lease”) for a term that is scheduled to
expire on May 31, 2014. In order to facilitate the performance of Landlord’s Work to the
Premises, simultaneously with the execution and delivery of this Lease, Landlord and Tenant
shall execute and deliver a Seventh Amendment to Lease amending the Existing Lease (herein
called the “Seventh Amendment to Lease”) to extend the lease term for the Existing Premises
or a portion thereof, if necessary, for a stub term commencing on June 1, 2014 through (y)
with respect to Premises B, the date that is ten (10) business days following the Premises A
Commencement Date, and (z) with respect to the Existing 1st Floor Space, the date
that is ten (10) business days following the Premises B Commencement Date, on and subject to
the terms and conditions of the Seventh Amendment to Lease. In order to facilitate the
performance of Landlord’s Work to Premises B, Tenant shall vacate and surrender possession
of Premises B in the condition required under the Existing Lease (as amended by the Seventh
Amendment to Lease) and relocate and occupy Premises A within ten (10) business days
following the date that the Landlord’s Work to Premises A is substantially complete in
accordance with Exhibit B-1 hereto (the “Premises B Vacating Date”). Notwithstanding the
foregoing, Tenant agrees that Landlord shall be permitted reasonable access to Premises B
during such ten (10) business day period to prepare Premises B for demolition and other
Landlord’s Work to Premises B provided such activities will not unreasonably interfere with
Tenant’s move out of Premises B in a timely fashion. Landlord agrees (i) to keep Tenant
reasonably apprised on the progress of Landlord’s Work to Premises A and (ii) to give Tenant
reasonable advance written notice of the anticipated date of substantial completion of
Landlord’s Work to Premises A, such notice to be not less than five (5) business days in
advance. If Tenant fails to vacate and surrender Premises B in accordance with the terms of
the Existing Lease (as amended by the Seventh Amendment to Lease) by the Premises B Vacating
Date then, in addition to Tenant being responsible for holdover and other damages pursuant
to the Seventh Amendment to Lease, such failure shall constitute a Tenant Delay under this
Lease as to Premises B, as more particularly set forth on Exhibit B-1 attached hereto.
Tenant shall vacate and surrender possession of the Existing 1st Floor Space in
the condition required under the Existing Lease (as amended by the Seventh Amendment to
Lease) and relocate to and occupy Premises B within ten (10) business days following the
date that the Landlord’s Work to Premises B is substantially complete in accordance with
Exhibit B-1 hereto (the “Existing 1st Floor Space Vacating Date”). Landlord
agrees (i) to keep Tenant reasonably apprised on the progress of Landlord’s Work to
Premises B and (ii) to give Tenant reasonable advance written notice of the anticipated date
of substantial completion of Landlord’s Work to Premises B, such notice to be not less than
five (5) business days in advance. If Tenant fails to vacate and surrender the Existing
1st Floor Space in accordance with the terms of the Existing Lease (as amended by
the Seventh Amendment to Lease) by the Existing 1st Floor Space Vacating Date
then, in addition to Tenant being responsible for holdover and other damages pursuant to the
Seventh Amendment to Lease, such failure shall constitute a Tenant Delay under this Lease as
more particularly set forth on Exhibit B-1 attached hereto.



ARTICLE IV

Landlord’s Covenants; Interruptions and Delays




	 	 	 	 	 	 	 	 	 
	 	4.1	 	 	Landlord Covenants
	 	 	 	 	 
	 	 	 	 	 	4.1.1	 	 	Services Furnished by Landlord

	 	 	 	 	 	 	 	 	 








To furnish services, utilities, facilities and supplies set forth in Exhibit C equal
to those customarily provided by landlords in first-class office buildings in the
Boston West Suburban Market subject to escalation reimbursement in accordance with
Section 2.6.




	 	4.1.2	 	Additional Services Available to Tenant






To furnish, at Tenant’s expense, reasonable additional Building operation services
which are usual and customary in similar first-class office buildings in the Boston
West Suburban Market, all upon reasonable advance request of Tenant at reasonable and
equitable rates from time to time established by Landlord. Tenant agrees to pay to
Landlord, as Additional Rent, at the rates described above in this Section, the
charges of Landlord providing any such additional Building services requested by
Tenant and for the cost of any additions, alterations, improvements or other work
performed by Landlord in the Premises at the express written request of Tenant within
thirty (30) days after being billed therefor.




	 	4.1.3	 	Roof, Exterior Wall, Floor Slab and Common Facility Repairs






Except for (a) normal and reasonable wear and use and (b) damage caused by fire and
casualty and by eminent domain, and except as otherwise provided in Article VI and
subject to the escalation provisions of Section 2.6, (i) to make such repairs and
maintenance to the roof, exterior walls, exterior windows and glass, downspouts,
drainage systems, floor slabs and common areas and facilities as may be necessary to
keep them in serviceable condition and (ii) to repair and maintain the Building, the
Property and the Site (exclusive of Tenant’s responsibilities under this Lease), all
in a first class manner comparable to the maintenance of similar first-class office
properties in the Boston West Suburban Market.




	 	4.1.4	 	Signage






To provide and install, at Landlord’s expense, building standard signage to identify
Tenant’s official name and Building address (i) on all Building directories, and (ii)
at the main entrance door to the Premises; all such letters and numerals shall be in
the building standard graphics and no others shall be used or permitted for such
directory or entry signage, unless Landlord shall permit other tenants to use their
own graphics and logos, in which case Tenant may use its own graphic and logos on
such directory or entry signage, as applicable. In addition, Tenant shall have the
right, at its sole cost and expense and subject to Landlord’s right to reasonably
approve all graphics, to install and maintain Building standard tenant identification
signs on Tenant’s other entry doors and in the elevator lobbies on any floor(s) of
the Building on which the Premises are located to identify Tenant’s name and Building
address.




Provided and so long as Tenant has not assigned this Lease or sublet more than forty
percent (40%) of the Premises, Tenant shall have the right to one non-exclusive,
building standard listing of Tenant’s name (“Tenant’s Monument Signage”) on the
monument sign (the “Monument”) Landlord proposes to install at the exterior entrance
of the Building upon the final installation thereof and subject to Landlord’s receipt
of all necessary governmental permits and approvals for such Monument. Tenant’s
Monument Signage shall be installed by Landlord at Tenant’s sole cost and expense,
and the final design and location thereof shall be in Landlord’s sole discretion.
Tenant’s right to install the Tenant’s Monument Signage shall be personal to the
Tenant originally named herein and any Permitted Transferee under Section 5.6.4
below. Tenant shall be responsible for the costs to repair, maintain and replace
Tenant’s Monument Signage during the Term of this Lease.




	4.2	 	Interruptions and Delays in Services and Repairs, Etc.






Except as expressly provided in this Section 4.2, Landlord shall not be liable to Tenant for
any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of
business arising from the necessity of Landlord or its agents entering the Premises for any
of the purposes in this Lease authorized, or for repairing the Premises or any portion of
the Building however the necessity may occur. In case Landlord is prevented or delayed from
making any repairs, alterations or improvements, or furnishing any services or performing
any other covenant or duty to be performed on Landlord’s part, by reason of any cause
reasonably beyond Landlord’s control, including without limitation by reason of Force
Majeure (as defined in Section 9.30 hereof), Landlord shall not be liable to Tenant
therefor, nor, except as expressly otherwise provided in Article VI, shall Tenant be
entitled to any abatement or reduction of rent by reason thereof, or right to terminate this
Lease, nor shall the same give rise to a claim in Tenant’s favor that such failure
constitutes actual or constructive, total or partial, eviction from the Premises.




Landlord reserves the right to stop any service or utility system, when necessary by reason
of accident or emergency, or until necessary repairs have been completed; provided, however,
that in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate
the cause thereof. Except in case of emergency repairs, Landlord will give Tenant reasonable
advance notice of any contemplated stoppage and will use reasonable efforts to avoid
unnecessary inconvenience to Tenant by reason thereof.




Notwithstanding anything to the contrary in this Lease contained, if due to (i) any
repairs, alterations, replacements, or improvements made by Landlord, or (ii)
Landlord’s failure to make any repairs, alterations, or improvements required to be
made by Landlord hereunder or to provide access to the Premises or any service
required to be provided by Landlord hereunder, any portion of the Premises becomes
untenantable or inaccessible so that for the Premises Untenantability Cure Period, as
hereinafter defined, the continued operation in the ordinary course of Tenant’s
business is materially adversely affected, then, provided that Tenant ceases to use
the affected portion of the Premises by reason of such untenantability, and that such
untenantability or inaccessibility, as the case may be, and Landlord’s inability to
cure such condition is not caused by the fault or neglect of Tenant or Tenant’s
agents, employees or contractors, Annual Fixed Rent, Landlord’s Tax Expenses
Allocable to the Premises and Operating Expenses Allocable to the Premises shall
thereafter be abated in proportion to such untenantability or inaccessibility and its
impact on the continued operation in the ordinary course of Tenant’s business at the
Premises until the day such condition no longer has the material adverse effect
referred to above. For the purposes hereof, the “Premises Untenantability Cure
Period” shall mean (i) in connection with a failure by Landlord to provide required
services or access to the Premises due to an event or circumstance within Landlord’s
reasonable control or in connection with any alterations, replacement, or
improvements made by Landlord to other tenant premises within the Building, a period
of four (4) consecutive business days after Landlord’s receipt of written notice from
Tenant of such untenantability or inaccessibility and (ii) in connection with a
failure by Landlord to provide required services or access to the Premises due to an
event or circumstance not within Landlord’s reasonable control, a period of fourteen
(14) consecutive business days after Landlord’s receipt of written notice from Tenant
of such untenantability or inaccessibility. The remedies set forth in this Section
4.2 shall be Tenant’s sole remedies for the events described herein. The provisions
of this Section 4.2 shall not apply in the event of untenantability or
inaccessibility caused by fire or other casualty, or taking (which shall be subject
to the terms and conditions of Article VI below).




	4.3	 	Hazardous Materials






Landlord represents and warrants to Tenant that, to the best of Landlord’s actual knowledge
as of the date of this Lease, there are no Hazardous Materials in the Building or on the
Site which are or would be required to be removed or otherwise abated in accordance with
applicable Hazardous Materials Laws. Subject to the limitations of Section 9.3 hereof,
Landlord shall remove or abate as required by applicable Hazardous Materials Laws (as that
term is defined in Section 5.3 below) any Hazardous Materials (as that term is defined in
Section 5.3 below) on, at, beneath, or migrating from the Site or in the Building which
require removal or abatement pursuant to applicable Hazardous Materials Laws, provided that
the foregoing removal and/or abatement requirements shall not apply to Hazardous Materials
which are first introduced or first become present in the Building or on the Site after the
Premises A Commencement Date (x) because of the action or (where action is required
hereunder or under Hazardous Materials Laws) inaction of any tenant or occupant in the Site,
including Tenant, or (y) because of the use of Hazardous Materials, or additions,
alterations or improvements by Tenant or anyone claiming by, through or under Tenant or any
other occupant (other than any Landlord Party) of the Building (items (x) and (y) being
herein collectively called the “Exclusions”). Subject to the limitations of Section 9.3
hereof and except with respect to the Exclusions, Landlord agrees to defend, indemnify, and
save Tenant harmless from liability, loss and damage to persons or property and from any
claims (including, without limitation, bodily injury, property damage, and environmental
clean-up claims and notices of responsibility), actions, proceedings and expenses in
connection therewith resulting from (1) the presence of Hazardous Materials on, at, beneath,
or migrating from the Site or in the Building (other than Hazardous Materials introduced by
Tenant (or anyone claiming by, through, or under Tenant) or any other occupant of the
Building; or (2) the failure of Landlord to fulfill its obligations under the this Section
4.3; provided, however, that in no event shall the foregoing indemnity (i) cover or in any
way include the Exclusions or (ii) render Landlord liable for any loss or damage to Tenant’s
Property and Landlord shall in no event be liable for indirect, consequential or punitive
damages. This indemnity and hold harmless agreement shall survive the expiration or earlier
termination of this Lease. In connection with the foregoing, Landlord hereby agrees to use
commercially reasonable efforts to enforce the terms of its leases with other tenants of the
Building and/or the Site, in the event of a violation of Hazardous Materials Laws resulting
from the action or inaction of any tenant or occupant of the Building and/or the Site, or
any employee, agent or contractor thereof; provided, however, that, in no event shall
Landlord be liable to Tenant for any violation of Hazardous Materials Laws by any tenant or
occupant of the Building.




	4.4	 	Compliance with Law






Subject to Tenant’s obligations under Section 5.10, Landlord shall comply with all
applicable Legal Requirements now or hereafter in force that impose a duty on Landlord with
respect to the common areas of the Building and/or the Site or which Legal Requirements are
imposed generally on a building wide basis to the Building (and which requirements are not
imposed or triggered as a result of the particular use or manner of use of any tenant or
occupant in the Building, including Tenant, or due to any additions, alterations or
improvements by any other tenant occupant of the Building, including Tenant). Landlord
hereby warrants and represents to Tenant that, to the best of Landlord’s knowledge, as of
the date of this Lease, Landlord has received no written notices from governmental
authorities alleging that the Building or any portion thereof is in violation of any
applicable Legal Requirements, including without limitation, (i) Title III of the Americans
with Disabilities Act of 1990, or any regulations promulgated thereunder, or (ii) the
regulations of the Massachusetts Architectural Access Board set forth in 521 CMR 1.00.



ARTICLE V

Tenant’s Covenants





Tenant covenants and agrees to the following during the Term and such further time as Tenant
occupies any part of the Premises:




	5.1	 	Payments






To pay when due all Fixed Rent and Additional Rent and all charges for utility services
rendered to the Premises (except as otherwise provided in Exhibit C) and, as further
Additional Rent, all charges for additional services rendered pursuant to Section 4.1.2. In
the event Tenant pays any utilities for the Premises directly to the utility company or
provider, Tenant shall grant Landlord access to Tenant’s account with such utility company
or provider so that Landlord can review the utility bills relating to the Premises




	5.2	 	Repair and Yield Up






Except as otherwise provided in Article VI and Section 4.1.3 to keep the Premises in good
order, repair and condition, and all glass in the Premises (except glass in exterior walls
unless the damage thereto is attributable to Tenant’s negligence or misuse, subject to
Section 8.13) and doors of the Premises whole and in good condition with glass of the same
type and quality as that injured or broken, in each case reasonable wear and tear, damage by
fire or other casualty as to which Tenant has no obligation to restore pursuant to
Article VI below or taking under the power of eminent domain and, subject to the waiver of
subrogation set forth in Section 8.13 of this Lease, damage resulting from the negligence of
any of the Landlord Parties, their agents, contractors or employees or from the failure of
Landlord to perform its obligations under this Lease only excepted, and at the expiration or
termination of this Lease peaceably to yield up the Premises including all construction,
work, improvements, and all alterations and additions thereto in such condition, first
removing all furniture, fixtures, equipment, goods and effects of Tenant and any Required
Removables which Landlord notified Tenant may have to be removed at the expiration or
earlier termination of the Term pursuant to Section 5.12 below, and repairing any damage
caused by such removal and restoring the Premises and leaving them clean and neat, exclusive
of minor scrapes and nail holes associated with hanging pictures and other decorative items
in the Premises. Notwithstanding the foregoing, in no event shall Tenant be required to
remove any element of Landlord’s Work or any cabling and wiring existing in the Premises as
of the date of this Lease. Tenant’s repair, maintenance and replacement obligations
include, without limitation, repairs, maintenance and replacement of: (a) Landlord’s Work
(subject to Landlord’s obligations under Section 1.3 of Exhibit B-1 hereto); (b) any
generator, UPS and roof equipment installed at any time by or on behalf of Tenant, (c)
electronic, fiber, phone and data cabling and related equipment that is installed by or for
the exclusive benefit of Tenant; (d) supplemental air conditioning units, kitchens,
including hot water heaters, plumbing, electrical and similar facilities exclusively serving
Tenant; (e) lighting within the Premises (including lighting fixtures and replacement of
bulbs and ballasts), (f) ceiling tiles, (g) bathrooms within the Premises, and (h)
Alterations made by or on behalf of Tenant or any Tenant Parties. Tenant shall not permit or
commit any waste, and subject to Section 8.13, Tenant shall be responsible for the cost of
repairs which may be made necessary by reason of damage to common areas in the Building, to
the Site or to the Office Park caused by Tenant, Tenant’s agents, contractors, employees,
sublessees, licensees, concessionaires or invitees.




	5.3	 	Use






To use the Premises for no other purpose than the Permitted Use, and not to injure or deface
the Premises, Building, the Site or any other part of the Office Park nor to permit by
Tenant or any party claiming by, through or under Tenant in the Premises or on the Site any
auction sale, vending machine (other than those used exclusively by Tenant’s personnel), or
inflammable fluids or chemicals (except as set forth in the last grammatical paragraph of
this Section 5.3), or nuisance, or the emission from the Premises of any objectionable noise
or odor, nor to permit in the Premises anything which would in any way result in the leakage
of fluid or the growth of mold, and not to use or devote the Premises or any part thereof
for any purpose other than the Permitted Uses, nor any use thereof which is inconsistent
with the maintenance of the Building as an office building of the first class in the quality
of its maintenance, use and occupancy, or which is likely to disturb the quiet enjoyment of
other occupants of the Building or the Office Park, contrary to law or ordinance or liable
to invalidate or increase the premiums for any insurance on the Building or its contents or
liable to render necessary any alteration or addition to the Building. Further, (i) Tenant
shall not, nor shall Tenant permit its employees, invitees, agents, independent contractors,
contractors, assignees or subtenants to introduce, keep, maintain, store or dispose of (into
the sewage or waste disposal system or otherwise) or engage in any activity which might
introduce, produce or generate asbestos, petroleum (and any breakdown product thereof), lead
containing paint, PCBs, and any other substance which is or may hereafter be classified as a
hazardous material, waste or substance (collectively “Hazardous Materials”), under federal,
state or local laws, rules and regulations, including, without limitation, 42 U.S.C. Section
6901 et seq., 42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq., 49 U.S.C.
Section 1802 et seq. and Massachusetts General Laws, Chapter 21E and the rules and
regulations promulgated under any of the foregoing, as such laws, rules and regulations may
be amended from time to time (collectively “Hazardous Materials Laws”), (ii) Tenant shall,
promptly after becoming aware of same, notify Landlord of any incident in, on or about the
Premises, the Building or the Site that would require the filing of a notice under any
Hazardous Materials Laws, (iii) Tenant shall comply and shall cause its employees, invitees,
agents, independent contractors, contractors, assignees and subtenants to comply with each
of the foregoing, and (iv) Landlord shall have the right to make such inspections (including
testing) as Landlord shall elect from time to time to determine that Tenant is complying
with the foregoing.




Notwithstanding the foregoing, Tenant may use normal amounts and types of substances
typically used for office uses, provided that Tenant uses such substances in the manner
which they are normally used for office uses, and in compliance with all Hazardous Materials
Laws and other applicable laws, ordinances, bylaws, rules and regulations, and Tenant
obtains and complies with all permits required by Hazardous Materials Laws or any other
laws, ordinances, bylaws, rules or regulations prior to the use or presence of any such
substances in the Premises. Nothing herein shall be construed to render Tenant liable for
any Hazardous Materials in, on or under the Building and/or the Site unless such Hazardous
Materials are introduced or become present as the result of (x) the acts or, where Tenant
has a duty to act, omissions of Tenant or any Tenant Parties, (y) the use, storage,
transportation, release or disposal of Hazardous Materials by Tenant or any of the Tenant
Parties, including any materials or substances which are not as of the date of this Lease
(or as of the date of introduction) deemed to be Hazardous Materials under applicable
Hazardous Materials Laws but which are subsequently deemed to be Hazardous Materials under
applicable Hazardous Materials Laws, or (z) any breach of this Lease by Tenant or any of the
Tenant Parties (including any breach of the rules and regulations promulgated by Landlord
pursuant to Section 5.4 of this Lease).




	5.4	 	Obstructions; Items Visible From Exterior; Rules and Regulations






(a) Not to obstruct in any manner any portion of the Building not hereby leased or any
portion of the other buildings in the Office Park or the Site used by Tenant in common with
others, not without prior consent of Landlord (which shall be in Landlord’s sole discretion)
to permit (except as otherwise expressly provided herein in this Lease, including
Section 5.12) the painting or placing of any signs (other than Tenant’s standard signage,
logos and graphics in the reception area within the Premises), curtains, blinds, shades,
awnings, aerials or flagpoles, or the like, visible from outside the Premises (including,
without limitation, from common lobbies within the Building); and to comply with all
reasonable rules and regulations now or hereafter made by Landlord, pursuant to this
Section 5.4, of which Tenant has been given notice, for the care and use of the Building and
Site and their facilities and approaches; Landlord shall not be liable to Tenant for the
failure of other occupants of the Buildings to conform to such rules and regulations,
provided that Landlord agrees to use reasonable efforts to enforce such rules and
regulations in a uniform and non-discriminatory manner.




(b) Tenant shall abide by the rules and regulations from time to time established by
Landlord and sent by Landlord to Tenant in writing with at least ten (10) days’ advance
written notice, it being agreed that such rules and regulations will be established and
generally applied by Landlord in a non-discriminatory fashion, such that all rules and
regulations shall be generally applicable to other tenants and occupants of the Building of
similar nature to the Tenant named herein. Landlord shall not be liable to Tenant for
violation of the same by any other tenant or occupant of the Building, or persons having
business with them. The current rules and regulations for the Building are attached as
Exhibit M to this Lease. In the event that there shall be a conflict between such rules and
regulations and the provisions of this Lease, the provisions of this Lease shall control.
Notwithstanding the foregoing, Landlord will be deemed to have provided Tenant with notice
of the rules and regulations or any amendments or revisions thereto if such rules and
regulations (or amendments or revisions thereto) are posted to the website for the Building
or are included in the Tenant Handbook available to tenants of the Building.




	5.5	 	Safety Appliances






To keep the Premises equipped with all safety appliances required by any public authority
(it being agreed that Landlord’s Work, shall include safety appliances required for Tenant
to lawfully occupy the Premises) because of (i) any use made by Tenant other than normal
office use, (ii) Tenant’s particular configuration of furniture within the Premises, (iii)
any alterations, additions or improvements made by or on behalf of Tenant in the Premises
(other than Landlord’s Work unless due to Tenant’s particular design or requirements for
Landlord’s Work), or (iv) any subletting of any portion of the Premises, and to procure all
licenses and permits so required because of any of the foregoing items described in clauses
(i), (ii), (iii) or (iv) above, it being understood that the foregoing provisions shall not
be construed to broaden in any way Tenant’s Permitted Use. Landlord agrees to provide any
other safety appliances so required by law (i.e., except to the extent the same are required
by reason of clauses (i), (ii), (iii) or (iv) above), the cost of which shall be included in
Landlord’s Operating Expenses to the extent provided in Section 2.6 above.




	5.6	 	Assignment; Sublease






Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not
assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant’s
interest in this Lease or sublet (which term, without limitation, shall include granting of
concessions, licenses or the like) the whole or any part of the Premises. If and so long as
Tenant is a corporation with fewer than five hundred (500) shareholders or a limited
liability company or a partnership, subject to the provisions of Section 5.6.4 below, an
assignment, within the meaning of this Section 5.6, shall be deemed to include one or more
sales or transfers of stock or membership or partnership interests, by operation of law or
otherwise, or the issuance of new stock or membership or partnership interests, by which an
aggregate of more than fifty percent (50%) of Tenant’s stock or membership or partnership
interests shall be vested in a party or parties who are not stockholders or members or
partners as of the date hereof, except that the transfer of the outstanding capital stock of
or equity interests in Tenant or any subtenant by persons or parties through the “over the
counter market” or through any recognized stock exchange shall not be deemed an assignment
of this Lease. For the purpose of this Section 5.6, ownership of stock or membership or
partnership interests shall be determined in accordance with the principles set forth in
Section 544 of the Internal Revenue Code of 1986, as amended from time to time, or the
corresponding provisions of any subsequent law. In addition, the merger or consolidation
of Tenant into or with any other entity, or the sale of all or substantially all of its
assets, shall be deemed to be an assignment within the meaning of this Section 5.6. Any
assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted
in or consented to by Landlord under Sections 5.6.1-5.6.6 shall, at Landlord’s election, be
void; shall be of no force and effect; and shall confer no rights on or in favor of third
parties. In addition, Landlord shall be entitled to seek specific performance of or other
equitable relief with respect to the provisions hereof. The limitations of this Section 5.6
shall be deemed to apply to any Guarantor(s), if applicable, of this Lease.




	 	5.6.1	 	Notwithstanding the provisions of Section 5.6 above, in the event Tenant
desires to assign this Lease or to sublet the whole or any part of the Premises, Tenant
shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or
assignment, and said notice shall specify the provisions of the proposed assignment or
subletting, including (a) the name and address of the proposed assignee or subtenant,
(b) in the case of a proposed assignment or subletting pursuant to Section 5.6.3 below,
such information as to the proposed assignee’s or proposed subtenant’s net worth and
financial capability and standing as may reasonably be required for Landlord to make
the determination referred to in said Section 5.6.3 (provided, however, that Landlord
shall hold such information confidential having the right to release same to its
officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all
of the terms and provisions upon which the proposed assignment or subletting is to be
made, (d) in the case of a proposed assignment or subletting pursuant to Section 5.6.3
below, all other information necessary to make the determination referred to in said
Section 5.6.3 and (e) in the case of a proposed assignment or subletting pursuant to
Section 5.6.4 below, such information as may be reasonably required by Landlord to
determine that such proposed assignment or subletting complies with the requirements of
said Section 5.6.4. Within thirteen (13) business days following Landlord’s receipt of
Tenant’s Proposed Transfer Notice given as aforesaid, Landlord shall make and submit to
Tenant Landlord’s consent, or refusal to consent accompanied by Landlord’s reasons
therefor pursuant to Section 5.6.3, or advise Tenant in reasonable detail of the
particular respects in which Tenant’s notice and/or submission is insufficient (failing
which, such notice and submission shall be deemed adequate) in which case Tenant shall
re-submit such notice with all required information and thereupon the thirteen (13)
business day period shall again be applicable.






	 	5.6.2	 	Landlord shall have the right at its sole option, to be exercised within
thirteen (13) business days after receipt of Tenant’s Proposed Transfer Notice (the
“Acceptance Period”) for an assignment of this Lease or a sublease which itself, or in
combination with all other existing subleases would result in the subleasing of fifty
percent (50%) or more of the Premises, to terminate this Lease as of a date specified
in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later
than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided,
however, that upon the termination date as set forth in Landlord’s notice, all
obligations relating to the period after such termination date (but not those relating
to the period before such termination date) with respect to the Terminated Portion of
the Premises (as hereinafter defined) only shall cease and promptly upon being billed
therefor by Landlord, Tenant shall make final payment of all Annual Fixed Rent and
Additional Rent due from Tenant through the termination date. Notwithstanding the
foregoing, in the event that Tenant shall only propose to sublease a portion of the
Premises, which sublease itself, or in combination with all other existing subleases
would result in the subleasing of fifty percent (50%) or more of the Premises, Landlord
shall only have the right to so terminate this Lease with respect to those portions of
the Premises which Tenant has previously subleased and proposes to sublease (the
“Terminated Portion of the Premises”), and from and after the termination date the
Rentable Floor Area of the Premises shall be reduced to the rentable floor area of the
remainder of the Premises not subleased by Tenant and the definition of Rentable Floor
Area of the Premises shall be so amended and after such termination all references in
this Lease to the “Premises” or the “Rentable Floor Area of the Premises” shall be
deemed to be references to the remainder of the Premises and accordingly Tenant’s
payments for Annual Fixed Rent, operating costs, real estate taxes and electricity
shall be reduced on a pro rata basis to reflect the size of the remainder of the
Premises. In the case of a partial subletting where Landlord has exercised its
termination right pursuant to this Section 5.6.2, Tenant shall pay to Landlord, as
Additional Rent, within thirty (30) days after demand therefore, the reasonable cost to
separately physically demise that portion of the Premises which are being terminated
from the remainder of the Premises. In the event that Landlord shall not exercise its
termination rights as aforesaid, or shall fail to give any or timely notice pursuant to
this Section the provisions of Sections 5.6.3, 5.6.5 and 5.6.6 shall be applicable.
This Section 5.6.2 shall not be applicable to an assignment or sublease (in whole or in
part) pursuant to Section 5.6.4.






	 	5.6.3	 	Notwithstanding the provisions of Section 5.6 above, but subject to the
provisions of this Section 5.6.3 and the provisions of Sections 5.6.5 and 5.6.6 below,
in the event that Landlord has the right to terminate this Lease in whole or in part
pursuant to Section 5.6.2 and shall not have exercised such termination right as set
forth in Section 5.6.2, or shall have failed to give any or timely notice under
Section 5.6.2, then for a period of one hundred eighty (180) days (i) after the receipt
of Landlord’s notice stating that Landlord does not elect the termination right, or
(ii) after the expiration of the Acceptance Period, in the event Landlord shall not
give any or timely notice under Section 5.6.2 as the case may be, Tenant shall have the
right to assign this Lease or sublet the Premises or the portion thereof identified in
Tenant’s Proposed Transfer Notice in accordance with the Proposed Transfer Notice
provided that, in each instance, Tenant first obtains the express prior written consent
of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned.






Without limiting the foregoing standard, Landlord shall not be deemed to be
unreasonably withholding its consent to such a proposed assignment or subleasing if:




	 	(a)	 	the proposed assignee or subtenant is (i) a tenant
or occupant in the Building or elsewhere within the Office Park and
Landlord then has or will have within the necessary time period available
space for lease within the Office Park comparable in size to the space
proposed to be subleased to such subtenant, (ii) in active negotiation
with Landlord or an affiliate of Landlord for premises in the Building or
elsewhere within the Office Park, or (iii) not of a character consistent
with the operation of a first class office building (by way of example
Landlord shall not be deemed to be unreasonably withholding its consent
to an assignment or subleasing to any governmental or quasi-governmental
agency) that regularly deals with the public at large in such agency’s
office, e.g., the Social Security Administration or Registry of Motor
Vehicles), or






	 	(b)	 	the proposed assignee or subtenant is not of good
character and reputation, or






	 	(c)	 	the proposed assignee or subtenant does not possess
adequate financial capability to perform the Tenant obligations as and
when due or required, or






	 	(d)	 	the assignee or subtenant proposes to use the
Premises (or part thereof) for a purpose other than the Permitted Use as
stated in Section 1.1 hereof, or






	 	(e)	 	the character of the business to be conducted or
the proposed use of the Premises by the proposed subtenant or assignee
shall (i) be reasonably likely to materially increase Landlord’s
Operating Expenses beyond that which Landlord would reasonably anticipate
incurring for use of the Premises for normal and customary office usage);
(ii) be reasonably likely to materially increase the burden on elevators
or other Building systems or equipment over the burden generated by
normal and customary office usage; or (iii) violate or be reasonably
likely to violate any provisions or restrictions contained herein
relating to the use or occupancy of the Premises, or






	 	(f)	 	there shall be existing an Event of Default
(defined in Section 7.1), or






	 	(g)	 	any part of the rent payable under the proposed
assignment or sublease shall be based in whole or in part on the income
or profits derived from the Premises or if any proposed assignment or
sublease shall potentially have any adverse effect on the real estate
investment trust qualification requirements applicable to Landlord and
its affiliates, or






	 	(h)	 	the holder of any mortgage or ground lease on
property which includes the Premises does not approve of the proposed
assignment or sublease, to the extent that such holder has consent rights
under the terms of their ground lease or mortgage, or






	 	(i)	 	due to the identity or business of a proposed
assignee or subtenant, such approval would cause Landlord to be in
violation of any covenant or restriction contained in another lease or
other agreement affecting space in the Building or elsewhere in the
Property.






If Landlord shall consent to the proposed assignment or subletting, as the case may
be, then, in such event, Tenant may thereafter sublease or assign pursuant to
Tenant’s notice, as given hereunder; provided, however, that if such assignment or
sublease shall not be executed and delivered to Landlord within one hundred eighty
(180) days after the date of Landlord’s consent, the consent shall be deemed null and
void and the provisions of Section 5.6.1 shall be applicable.




	 	5.6.4	 	Notwithstanding the foregoing provisions of Sections 5.6, 5.6.2, 5.6.3 and
5.6.5, but subject to the provisions of Sections 5.6.1 and 5.6.6, Tenant shall have the
right to assign this Lease or to sublet the Premises (in whole or in part) or to
transfer Tenant’s interest under this Lease, without the consent of Landlord but after
reasonable advance notice (not less than fifteen (15) days before the effective date of
the transaction or, if a transfer to a Business Transferee is confidential, as soon as
is reasonably possible, but in no event later than fifteen (15) days after such
transaction), to any other entity (the “Successor Entity”) (i) which controls or is
controlled by Tenant or Tenant’s parent corporation, or (ii) which is under common
control with Tenant (a Successor Entity under clauses (i) and/or (ii) being referred to
as an “Affiliate Transferee”), or (iii) which purchases all or substantially all of the
assets and/or capital stock of Tenant, or (iv) which purchases a controlling interest
in Tenant, or (v) which merges, consolidates or combines with Tenant (a Successor
Entity under clauses (iii), (iv) and/or (v) being referred to as a “Business
Transferee”), provided that the Successor Entity to which this Lease is so assigned or
which so sublets the Premises has a net worth at the time of transfer and immediately
thereafter (as determined using generally accepted accounting principles consistently
applied and using the most recent audited financial statements of such transferee) of
not less than Fifty Million and 00/100 Dollars ($50,000,000.00) (the foregoing
transferees referred to, individually or collectively, as a “Permitted Transferee”).
Except in cases of statutory merger with a Business Transferee, in which case the
surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant
shall continue to remain fully liable under this Lease, on a joint and several basis
with the Permitted Transferee. If any parent, affiliate or subsidiary of Tenant to
which this Lease is assigned or the Premises sublet (in whole or in part) shall cease
to be such a parent, affiliate or subsidiary, such cessation shall be considered an
assignment or subletting requiring Landlord’s consent, as more particularly provided in
this Section 5.6.






	 	5.6.5	 	In the case of any assignment or subleasing as to which Landlord may consent
(other than an assignment, subletting or transfer permitted under Section 5.6.4 above)
such consent shall be upon the express and further condition, covenant and agreement,
and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent,
Additional Rent and other charges to be paid pursuant to this Lease, fifty percent
(50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any, shall be paid
to Landlord. The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the
“Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed
Rent and Additional Rent and other charges provided in this Lease (provided, however,
that for the purpose of calculating the Assignment/Sublease Profits in the case of a
sublease, appropriate prorations in the applicable Annual Fixed Rent, Additional Rent
and other charges under this Lease shall be made based on the percentage of the
Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net
Revenues” shall be the fixed rent, additional rent and all other charges and sums
payable either initially or over the term of the sublease or assignment plus
all other profits and increases to be derived by Tenant as a result of such subletting
or assignment that are related to the leasing or occupancy of the space, as opposed to
the purchase price of the ongoing business conducted by Tenant, less the actual
out-of-pocket costs of Tenant incurred in such subleasing or assignment (the definition
of which consists of rent concessions, brokerage commissions, legal fees of outside
counsel engaged by Tenant in connection with such assignment or subleasing, alteration
allowances, and other costs of any leasehold improvements made by Tenant in connection
with such subletting or assignment), as set forth in a statement certified by an
appropriate officer of Tenant and delivered to Landlord within thirty (30) days of the
full execution of the sublease or assignment document, amortized over the term of the
sublease or assignment.






All payments of the Assignment/Sublease Profits due Landlord shall be made within
fifteen (15) business days after receipt of same by Tenant.




	 	5.6.6	 	(A) It shall be a condition of the validity of any assignment or subletting
consented to under Section 5.6.3 above, or any assignment, subletting or transfer of
right under Section 5.6.4 above when Tenant is not the resulting or surviving entity,
that both Tenant (except in the event Tenant ceases to exist through a merger with a
Business Transferee) and the assignee or sublessee enter into a separate written
instrument directly with Landlord in a form and containing terms and provisions
reasonably required by Landlord, including, without limitation, the agreement of the
assignee or sublessee to be bound directly to Landlord for all (provided that in the
instance of a subletting, then to the extent reasonably equitable and in proportion to
the subletting) the obligations of the Tenant under this Lease (including any
amendments or extensions thereof), including, without limitation, the obligation (a) to
pay the rent and other amounts provided for under this Lease (but in the case of a
partial subletting pursuant to Section 5.6.4, such subtenant shall agree on a pro rata
basis to be so bound), (b) to comply with the provisions of Sections 5.6 through 5.6.6
hereof and (c) to indemnify the “Landlord Parties” (as defined in Section 8.13) as
provided in Section 8.1 hereof. Such assignment or subletting shall not relieve the
Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall
remain fully and primarily liable therefor (except in the event Tenant ceases to exist
in connection with a transaction with a Business Transferee permitted pursuant to
Section 5.6.4) and the liability of Tenant and such assignee (or subtenant, as the case
may be) shall be joint and several. Further, and notwithstanding the foregoing, the
provisions hereof shall not constitute a recognition of the sublease or the subtenant
thereunder, as the case may be, and at Landlord’s option, upon the termination or
expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s
control, a default of Tenant, the agreement of Tenant and Landlord or any other
reason), the sublease shall be terminated.






(B) As Additional Rent and excluding any transfers permitted without Landlord’s
consent pursuant to Section 5.6.4 above, Tenant shall pay to Landlord as a fee for
Landlord’s review of any proposed assignment or sublease requested by Tenant and the
preparation of any associated documentation in connection therewith, within thirty
(30) days after receipt of an invoice from Landlord, the reasonable out of pocket
legal fees and other expenses incurred by Landlord in connection with any request by
Tenant for consent to assignment or subletting, not to exceed Three Thousand Dollars
($3,000) for any one transaction. Section 5.12 hereof shall apply to any request for
plan review made in connection with any transfer.




(C) If this Lease be assigned, or if the Premises or any part thereof be sublet or
occupied by anyone other than Tenant, Landlord may upon prior notice to Tenant, at
any time and from time to time after the occurrence of an Event of Default by Tenant,
collect rent and other charges from the assignee, sublessee or occupant and apply the
net amount collected to the rent and other charges herein reserved, but no such
assignment, subletting, occupancy or collection shall be deemed a waiver of this
covenant, or a waiver of the provisions of Sections 5.6 through 5.6.6 hereof, or the
acceptance of the assignee, sublessee or occupant as a tenant or a release of Tenant
from the further performance by Tenant of covenants on the part of Tenant herein
contained, the Tenant herein named to remain primarily liable under this Lease.




(D) The consent by Landlord to an assignment or subletting under Section 5.6.3 above,
or the consummation of an assignment or subletting of right under Section 5.6.4
above, shall in no way be construed to relieve Tenant from obtaining the express
consent in writing of Landlord to any further assignment or subletting, except to the
extent such consent is not required pursuant to Section 5.6.4 hereof.




(E) On or after the occurrence, and during the continuance, of an “Event of Default”
(defined in Section 7.1), Landlord shall be entitled to one hundred percent (100%) of
any Assignment/Sublease Profits.




(F) Without limiting Tenant’s obligations under Section 5.12, Tenant shall be
responsible, at Tenant’s sole cost and expense, for performing all work necessary to
comply with Legal Requirements and Insurance Requirements in connection with any
assignment or subletting hereunder including, without limitation, any work in
connection with such assignment or subletting.




(G) In addition to the other requirements set forth in this Lease and notwithstanding
any other provision of this Lease, partial sublettings of the Premises shall only be
permitted under the following terms and conditions: (i) the layout of both the
subleased premises and the remainder of the Premises must comply with applicable
Legal Requirements, ordinances, rules and/or regulations and be approved by Landlord,
including, without limitation, all requirements concerning access and egress; (ii) in
the event the subleased premises are separately physically demised from the remainder
of the Premises, Tenant shall pay all costs of separately physically demising the
subleased premises; and (iii) there shall be no more than four (4) subleases in
effect in the Premises at any given time.




	 	5.6.7	 	Notwithstanding the other provisions of this Lease, Tenant may, from time to
time and without (i) being in violation of this Section 5.6, (ii) Landlord having a
right of recapture on account thereof, and (iii) Tenant or such Permitted Occupant
having deliver a written occupancy agreement to Landlord pursuant to Section 5.6.6,
permit one or more portions of the Premises to be used and occupied by employees or
agents of Tenant’s independent contractors, contractors, and subcontractors, and
Tenant’s affiliates, subsidiaries and/or parent companies (such party permitted to
occupy portions of the Premises pursuant to this Section 5.6.7 being referred to
individually as a “Permitted Occupant”, or collectively as the “Permitted Occupants),
on a temporary basis pursuant to an oral or written revocable license, which Permitted
Occupants are using any such space in connection with the performance of their contract
obligations to Tenant (or in connection with other business relationships with Tenant
providing for cooperative or collaborative work or projects such that such occupants
have a reasonable need to work in proximity with Tenant) in connection with the
Permitted Use and without payment of consideration therefor to Tenant other than the
performance of such contract obligations or of such business relationship, provided,
however, that incidental use of such space by any such Permitted Occupants on behalf of
another entity shall not be deemed a violation of this Lease. Any space used for the
purposes of this paragraph by such Permitted Occupants shall be unified with (e.g. not
separately demised), and indistinguishable from, other portions of the Premises not
used for such purposes. Without limiting the generality of Section 8.1 below, Tenant
shall indemnify, defend and save Landlord harmless from and against any liability,
loss, cost or damage resulting from the acts, omissions or negligence of any such
Permitted Occupants, and/or the failure of such contractors or subcontractors to comply
with the terms and conditions of this Lease, and any act, omission, negligence or
breach of this Lease by such Permitted Occupants shall be deemed to be the act,
omission, negligence or breach of this Lease by Tenant. From time to time upon the
written request of Landlord, Tenant shall identify in writing any such Permitted
Occupants so using and occupying portions of the Premises pursuant to this Section
5.6.7.






	5.7	 	Right of Entry






To permit Landlord and its agents to examine the Premises at reasonable times and (except in
the event of an emergency) upon reasonable prior notice and subject to Tenant’s reasonable
security requirements of which Landlord has been given prior notice, if Landlord shall so
elect, to make any alterations, additions or improvements contemplated by this Lease or any
repairs or replacements Landlord may deem necessary in accordance with the terms and
provisions of this Lease; to remove, at Tenant’s expense, any alterations, addition, signs,
curtains, blinds, shades, awnings, aerials, flagpoles, or the like not consented to in
writing; and to show the Premises to prospective tenants during the eleven (11) months
preceding expiration of the Term and to prospective purchasers and mortgagees at all
reasonable times.




In connection with the foregoing, Landlord agrees to use commercially reasonable efforts to
minimize interference with Tenant’s business operations in the Premises, consistent with the
nature of the rights being exercised; provided, however, that in the event Tenant sends (or
any other party sends) a notice to Landlord alleging the existence of a dangerous or unsafe
condition, any requirements for prior notice or limitations on Landlord’s access to the
Premises contained in this Lease shall be deemed waived by Tenant so that Landlord may
immediately exercise its rights under this Section 5.7 and Section 9.16 in such manner as
Landlord deems necessary in its sole discretion to remedy such dangerous or unsafe
condition.




	5.8	 	Floor Load; Prevention of Vibration and Noise






Not to place a load upon the Premises exceeding an average rate of 70 pounds of live load
per square foot of floor area (partitions shall be considered as part of the live load); and
not to move any safe, vault or other heavy equipment in, about or out of the Premises except
in such manner and at such time as Landlord shall in each instance authorize; Tenant’s
business machines and mechanical equipment which cause vibration or noise that may be
transmitted to the Building structure or to any other space in the Building shall be so
installed, maintained and used by Tenant so as to eliminate such vibration or noise.




	5.9	 	Personal Property Taxes






To pay promptly when due all taxes which may be imposed upon “Tenant’s Property” (as defined
in Section 8.4 hereof) in the Premises to whomever assessed.




	5.10	 	Compliance with Laws






Subject to Landlord’s express obligations set forth in Section 4.4 above, to comply with all
applicable Legal Requirements now or hereafter in force regarding the operation of Tenant’s
business or which shall impose a duty on Landlord or Tenant relating to or as a result of
the use or occupancy of the Premises, except that Tenant shall not be required to make any
alterations or additions required by Legal Requirements to be made to the Premises or the
Base Building (as hereinafter defined) unless such alterations or additions are required by
reason of: (x) Tenant’s use of the Premises for other than general office use or Tenant’s
particular manner of use, or (y) alterations, additions, or improvements made by or on
behalf of Tenant (exclusive of Landlord’s Work).  “Base Building” shall include the
structural portions of the Building (including the roof, exterior walls, load bearing walls
unless installed by Tenant, foundation, structural floor slabs, downspouts, gutters and
other structural elements of the Building), the public restrooms and the Building
mechanical, electrical and plumbing systems and equipment located in the internal core of
the Building on the floor or floors on which the Premises are located.  Tenant shall
promptly pay all fines, penalties and damages that may arise out of or be imposed because of
its failure to comply with the provisions of this Section 5.10.




	5.11	 	Payment of Litigation Expenses






As Additional Rent, to pay all reasonable costs, counsel and other fees incurred by Landlord
in connection with the successful enforcement by Landlord of any obligations of Tenant under
this Lease or in connection with any bankruptcy case involving Tenant or any guarantor
(Landlord hereby similarly agreeing to pay all reasonable third-party costs, counsel or
other fees incurred by Tenant in connection with such successful enforcement by Tenant of
any obligations of Landlord under this Lease or in connection with any bankruptcy case
involving Landlord).




	5.12	 	Alterations






Tenant shall not make alterations, additions or improvements (collectively “Alterations”) to
Tenant’s Premises except in accordance with plans and specifications therefor first approved
by Landlord, which approval shall not be unreasonably withheld or delayed. However,
Landlord’s determination of matters relating to aesthetic issues relating to Alterations
which are visible outside the Premises (including, without limitation, from common lobbies
within the Building) shall be in Landlord’s sole discretion (except that Landlord hereby
approves the signage, logo, and graphics currently displayed in the reception area of the
Existing Premises for use in the Premises). Without limiting such standard Landlord shall
not be deemed unreasonable for withholding or conditioning its approval of any Alterations
(including, without limitation, any Alterations to be performed by Tenant under Article III)
which (a) in Landlord’s reasonable opinion will materially adversely affect any structural
or exterior element of the Building, any area or element outside of the Premises, or any
facility or base building mechanical system serving any area of the Building outside of the
Premises, or (b) involve or affect the exterior design, size, height, or other exterior
dimensions of the Building or (c) will require unusual expense to readapt the Premises to
normal office use on Lease termination or expiration or increase the cost of construction or
of insurance or taxes on the Building or of the services called for by Exhibit C unless
Tenant first gives assurance acceptable to Landlord for payment of such increased cost and
that such readaptation will be made prior to such termination or expiration without expense
to Landlord, or (d) will adversely affect, in Landlord’s reasonable opinion, the issuance or
maintenance of any LEED rating in effect for the Building, or (e) enlarge the Rentable Floor
Area of the Premises, or (f) are inconsistent, in Landlord’s reasonable judgment, with
alterations customarily performed in first class office buildings in the Boston West
Suburban Market (the foregoing alterations, additions or improvements described in
subclauses (a) through (f) being sometimes collectively referred to as “Special
Improvements”). All Alterations shall become a part of the Building upon the expiration or
earlier termination of this Lease unless Landlord shall specify the same for removal at the
time consent is given by Landlord as hereinafter set forth, as “Required Removables.” If
Tenant shall make any Alterations that are considered Required Removables (as hereinafter
defined), then Landlord may elect, provided Landlord so elects at the time Tenant requests
Landlord’s consent to such Alterations, to require Tenant at the expiration or sooner
termination of the Term of this Lease to remove such Alterations and restore the Premises to
substantially the same condition as existed prior to the installation of such Required
Removables. For the purposes hereof, “Required Removables” shall mean include, without
limitation, all wiring and cabling installed by Tenant, or on account of Tenant, for
Tenant’s computer, telephone and other communication systems and equipment whether located
in the Premises or in any other portion of the Building, including all risers, data centers
in excess of 2,000 square feet of rentable floor area (either singly or collectively),
non-core restrooms (and any horizontal plumbing lines associated with such restrooms),
locker rooms, showers and cafeterias or full-service kitchens (but not the type of
kitchenettes typically found in first-class office buildings) installed by or on behalf of
Tenant (other than as part of Landlord’s Work) and any Special Improvements.




Landlord’s review and approval of any such plans and specifications and consent to perform
work described therein shall not be deemed an agreement by Landlord that such plans,
specifications and work conform with applicable Legal Requirements and requirements of
insurers of the Building and the other requirements of this Lease with respect to Tenant’s
insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of
Tenant’s obligations under this Lease with respect to applicable Legal Requirements and
Insurance Requirements nor impose any liability or obligation upon Landlord with respect to
the completeness, design sufficiency or compliance of such plans, specifications and work
with applicable Legal Requirements and Insurance Requirements nor give right to any other
parties. Further, Tenant acknowledges that Tenant is acting for its own benefit and account,
and that Tenant shall not be acting as Landlord’s agent in performing any work in the
Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien
Landlord’s interest in the Property in connection with any such work. Within thirty (30)
days after receipt of an invoice from Landlord, Tenant shall pay to Landlord as a fee for
Landlord’s review of any work or plans (excluding any review respecting initial improvements
performed pursuant to Article III hereof for which a fee has previously been paid but
including any review of plans or work relating to any assignment or subletting), as
Additional Rent, an amount equal to the sum of: (i) $150.00 per hour for time spent by
Landlord’s in-house personnel (not to exceed $1,000.00 per project), and (ii) all reasonable
third-party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work,
Landlord hereby agreeing to cap any plan review costs (i.e. inclusive of items (i) and (ii)
above) relating to interior, non-structural Alterations that do not impact any Building
Systems at $6,000.00 in connection with any single request for approval. Provided that the
Tenant’s plans and specifications contain at least the information required by, and conform
to the requirements of, Exhibit B-3, Landlord agrees to respond to Tenant’s request for
consent to such plans and specifications ten (10) business days after receipt thereof,
except that with respect to any Special Improvements or other structural alterations, such
response time shall be extended to fifteen (15) business days. All Alterations shall be
part of the Building unless and until Landlord shall specify the same for removal pursuant
to Section 5.2 at the time Landlord provides Landlord’s consent to the plans and
specifications for such Alterations. All of Tenant’s Alterations and installation of
furnishings shall be coordinated with any work being performed by Landlord and in such
manner as to maintain harmonious labor relations and not to damage the Buildings or Site or
interfere with construction or operation of the Buildings and other improvements to the Site
and, except for installation of furnishings and moveable trade equipment, shall be performed
by Landlord’s general contractor or by contractors or workers first approved by Landlord,
which approval shall not be unreasonably withheld, delayed or conditioned. Except for work
by Landlord’s general contractor, Tenant, before its work is started, shall secure all
licenses and permits necessary therefor; deliver to Landlord a statement of the names of all
its contractors and subcontractors and the estimated cost of all labor and material to be
furnished by them and security reasonably satisfactory to Landlord protecting Landlord
against liens arising out of the furnishing of such labor and material where such
Alterations are budgeted to cost in excess of Two Hundred Thousand Dollars ($200,000) per
project; and cause each contractor to carry insurance in accordance with Section 8.14 herein
and to deliver to Landlord certificates of all such insurance. Except with respect to purely
cosmetic work, such as floor and wall coverings and painting, Tenant shall also prepare and
submit to Landlord a set of as-built plans, in both print and electronic forms, showing such
work performed by Tenant to the Premises promptly after any such alterations, improvements
or installations are substantially complete and promptly after any wiring or cabling for
Tenant’s computer, telephone and other communications systems is installed by Tenant or
Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder, Tenant shall be
responsible, as Additional Rent, for the costs of any Alterations in or to the Building that
are required in order to comply with Legal Requirements as a result of any work performed by
or on behalf of any Tenant Parties (exclusive of Landlord’s Work). Landlord shall have the
right to provide such reasonable rules and regulations pursuant to Section 5.4 relative to
the performance of any Alterations and installations by Tenant hereunder and Tenant shall
abide by all such reasonable rules and regulations promulgated pursuant to Section 5.4
provided Tenant is given notice (or is deemed to have notice pursuant to Section 5.4) and a
copy of such rules and regulations prior to the date Tenant commences to perform such
Alteration and shall cause all of its contractors to so abide including, without limitation,
payment for the costs of using Building services. Tenant agrees to pay promptly when due the
entire cost of any work done on the Premises by Tenant, its agents, employees, or
independent contractors, and not to cause or permit any liens for labor or materials
performed or furnished in connection therewith to attach to the Premises or the Buildings or
the Site and immediately to discharge any such liens which may so attach. Tenant shall pay,
as Additional Rent, 100% of any real estate taxes on the Property which shall, at any time
after commencement of the Term, be expressly assessed by the taxing authority upon any
Alteration to the Premises made by Tenant. Tenant acknowledges and agrees that Landlord
shall be the owner of any Alterations in the Premises or the Building to the extent paid for
by Landlord.




	5.13	 	Alterations Permitted without Landlord’s Consent






Notwithstanding the terms of Section 5.12, Tenant shall have the right, without obtaining
the prior consent of Landlord and without having to post payment and/or performance bonds or
the like, but upon notice to Landlord given ten (10) days prior to the commencement of any
work (which notice shall specify the nature of the work and include plans and specifications
describing the Alterations in reasonable detail), to make Alterations to the Premises where:




(i) the same are within the interior of the Premises within the Building, and do not
affect the exterior of the Premises and the Building (including no signs on windows);




(ii) the same do not affect the roof, any structural element of the Building, the
mechanical, electrical plumbing, heating, ventilating, air-conditioning and fire
protection systems of the Building;




(iii) the cost of any individual alteration, addition or improvement shall not exceed
$200,000.00 and the aggregate cost of said alterations, additions or improvements
made by Tenant during the initial Lease Term pursuant to this Section 5.13 shall not
exceed $1,000,000.00 in cost; and




(iv) Tenant shall comply with the provisions of this Lease and if such work increases
the cost of insurance or taxes or of services, Tenant shall pay for any such increase
in cost.




Tenant shall not be required to remove any Alteration for which Landlord’s consent is not
required under this Section 5.13.




	5.14	 	Vendors






Any vendors engaged by Tenant to perform services in or to the Premises including, without
limitation, janitorial contractors and moving contractors shall be coordinated with any work
being performed by or for Landlord and in such manner as to maintain harmonious labor
relations and not to damage the Building or the Property or interfere with Building
construction or operation and shall be performed by vendors first approved by Landlord,
which approval shall not be unreasonably withheld or delayed.




	5.15	 	OFAC 






(A) As an inducement to Landlord to enter into this Lease, Tenant hereby represents and
warrants that: (i) Tenant is not, nor is it owned or controlled directly or indirectly by,
any person, group, entity or nation named on the Specially Designated Nationals and Blocked
Persons List maintained by the Office of Foreign Assets Control of the United States
Treasury (“OFAC”) (any such person, group, entity or nation being hereinafter referred to as
a “Prohibited Person”); (ii) Tenant is not (nor is it owned, controlled, directly or
indirectly, by any person, group, entity or nation which is) acting directly or indirectly
for or on behalf of any Prohibited Person; and (iii) Tenant (and any person, group, or
entity which Tenant controls, directly or indirectly) has not conducted nor will conduct
business nor has engaged nor will engage in any transaction or dealing with any Prohibited
Person that either may cause or causes Landlord to be in violation of any OFAC rule or
regulation, including without limitation any assignment of this Lease or any subletting of
all or any portion of the Premises. In connection with the foregoing, it is expressly
understood and agreed that (x) any breach by Tenant of the foregoing representations and
warranties contained in this subsection shall be deemed a default by Tenant under Section
7.1 of this Lease (subject, to the extent such breach is susceptible to cure, to notice and
an opportunity to cure as provided in Section 7.1) and shall be covered by the indemnity
provisions of Section 8.1 below, and (y) the representations and warranties contained in
this subsection shall be continuing in nature during the Term of this Lease and shall
survive the expiration or earlier termination of this Lease. Notwithstanding anything
contained herein to the contrary, for the purposes of this subsection (A) the phrase “owned
or controlled directly or indirectly by any person, group, entity or nation” and all similar
such phrases shall not include (1) any holder of a direct or indirect interest in a publicly
traded company whose shares are listed and traded on a United States national stock exchange
or (2) any limited partner, unit holder or shareholder owning an interest of five percent
(5%) or less in Tenant.




(B) As an inducement to Tenant to enter into this Lease, Landlord hereby represents and
warrants that: (i) Landlord is not, nor is it owned or controlled directly or indirectly by,
any Prohibited Person (as defined in Section 5.15(A) above); (ii) Landlord is not (nor is it
owned or controlled, directly or indirectly, by any person, group, entity or nation which
is) acting directly or indirectly for or on behalf of any Prohibited Person; and (iii)
Landlord (and any person, group, or entity which Landlord controls, directly or indirectly)
has not conducted nor will conduct business nor has engaged nor will engage in any
transaction or dealing with any Prohibited Person that either causes or may cause Tenant to
be in violation of any OFAC rule or regulation. In connection with the foregoing, is
expressly understood and agreed that (y) any breach of the foregoing representations and
warranties contained in this subsection shall be deemed a default by Landlord under this
Lease, (subject, to the extent such breach is susceptible to cure, to applicable notice and
an opportunity to cure as provided in this Lease), and shall be covered by the indemnity
provisions of Section 8.1.1 below, and (z) the representations and warranties contained in
this subsection shall be continuing in nature and shall survive the expiration or earlier
termination of this Lease. Notwithstanding anything contained herein to the contrary, for
the purposes of this subsection (B) the phrase “owned or controlled directly or indirectly
by an person, group, entity or nation” and all similar such phrases shall not include (1)
any holder of a direct or indirect interest in a publicly traded company whose shares are
listed and traded on a United States national stock exchange or (2) any limited partner,
unit holder or shareholder owning an interest of five percent (5%) or less in Boston
Properties Limited Partnership or the holder of any direct or indirect interest in Boston
Properties Limited Partnership.



ARTICLE VI

Casualty and Taking





	6.1	 	Damage Resulting from Casualty






In case during the Lease Term the Building or the Site are damaged by fire or casualty and
such fire or casualty damage cannot, in the ordinary course, reasonably be expected to be
repaired within one hundred twenty (120) days from the time that repair work would commence,
Landlord may, at its election, terminate this Lease by notice given to Tenant within thirty
(30) days after Landlord’s delivery to Tenant of Landlord’s estimate of restoration,
specifying the effective date of termination. The effective date of termination specified by
Landlord shall not be less than thirty (30) days nor more than forty-five (45) days after
the date of notice of such termination. Within sixty (60) days after the occurrence of any
casualty damage to the Building (exclusive of any casualty affecting only the leased
premises of other tenants), Landlord shall cause a reputable, independent contractor,
engineer, insurance adjuster or other qualified professional to prepare an estimate of the
time that would be required to restore the Building as required by this Article VI (the
“Landlord’s Restoration Notice”), which estimate shall be delivered to Landlord and Tenant
within such sixty (60) day period. Such estimate shall provide the basis for the
termination rights, if any, of Landlord and Tenant under this Article 6.




In case during the Term, the Premises are damaged by fire or casualty and such fire or
casualty damage cannot, in the ordinary course, reasonably be expected to be repaired within
two hundred ten (210) days (and/or as to special work or work which requires long lead time
then if such work cannot reasonably be expected to be repaired within such additional time
as is reasonable under the circumstances given the nature of the work) from the time that
repair work would commence, Tenant may, at its election, but without any obligation to do
so, terminate this Lease by notice given to Landlord within thirty (30) days after receipt
of Landlord’s estimate of restoration, specifying the effective date of termination. The
effective date of termination specified by Tenant shall be not less than thirty (30) days
nor more than forty-five (45) days after the date of notice of such termination.


Unless terminated pursuant to the foregoing provisions, this Lease shall remain in full
force and effect following any such damage subject, however, to the following provisions.




If the Building or the Site or any part thereof are damaged by fire or other casualty and
this Lease is not so terminated, or Landlord or Tenant have no right to terminate this
Lease, and in any such case the holder of any mortgage which includes the Building as a part
of the mortgaged premises or any ground lessor of any ground lease which includes the Site
as part of the demised premises allows the net insurance proceeds to be applied to the
restoration of the Building (and/or the Site), Landlord promptly after such damage and the
determination of the net amount of insurance proceeds available shall use due diligence to
restore the Premises and the Building in the event of damage thereto (excluding “Tenant’s
Property” (as defined in Section 8.4 hereof), except as expressly provided in the
immediately following paragraph of this Section 6.1) into proper condition for use and
occupation and a just proportion of the Annual Fixed Rent, Tenant’s share of Operating Costs
and Tenant’s share of real estate taxes according to the nature and extent of the injury to
the Premises shall be abated until the Premises shall have been put by Landlord
substantially into such condition except for punch list items and long lead items which will
not materially diminish Tenant’s ability to use the Premises or perform Tenant’s restoration
work to the Premises. Notwithstanding anything herein contained to the contrary, Landlord
shall not be obligated to expend for such repair and restoration any amount in excess of the
net insurance proceeds, provided Landlord obtained and maintained the insurance Landlord is
obligated to obtain and maintain under the provisions of this Lease. If such net insurance
proceeds are not allowed by such mortgagee or ground lessor to be applied to, or are
insufficient for, the restoration of the Building and if Landlord does not otherwise elect
to restore the Building, then Landlord shall give prompt notice to Tenant terminating this
Lease, the effective date of which termination shall not be less than sixty (60) days after
the date of notice of such termination.




Notwithstanding the foregoing, if Landlord is proceeding with the restoration of the
Building and the Premises in accordance with the previous paragraph, Landlord shall also
restore any alterations, additions or improvements within the Premises that are part of
Tenant’s Property (x) which have previously been approved by Landlord in accordance with the
terms and provisions of this Lease or which are existing in the Premises as of the date of
this Lease, and (y) with respect to which Tenant has carried “all risk” insurance covering
the loss or damage in accordance with Section 8.4 below and pays the proceeds of such
insurance (or an amount equivalent thereto) to Landlord within five (5) business days
following Landlord’s written request; provided, however, that in no event shall Landlord be
required to fund any insufficiency in the insurance proceeds (or equivalent amount) provided
by Tenant with respect to such loss or damage (or to fund any of the costs of restoration in
the absence of any payment by Tenant).




If neither party has previously terminated this Lease and Landlord’s restoration is not
completed within ten (10) months from the date of the casualty or taking (or such longer
period of time as may be set forth in Landlord’s Restoration Notice if neither party
exercised its right to terminate this Lease on account thereof), such period to be subject,
however, to extension where the delay in completion of such work is due to Force Majeure, as
defined in Section 9.30, (but in no event for more than an additional two (2) months on
account of Force Majeure) or due to delay resulting from the acts, omissions, fault,
interference, negligence or willful misconduct of Tenant or any Tenant Parties), Tenant, as
its sole and exclusive remedy, shall have the right, but without any obligation to do so, to
terminate this Lease at any time after the expiration of such ten (10) month period (as
extended) or longer period in Landlord’s Restoration Notice until the restoration is
substantially completed, such termination to take effect as of the thirtieth
(30th) day after the date of receipt by Landlord of Tenant’s notice, with the
same force and effect as if such date were the date originally established as the expiration
date hereof unless, within thirty (30) days after Landlord’s receipt of Tenant’s notice,
such restoration is substantially completed, in which case Tenant’s notice of termination
shall be of no force and effect and this Lease and the Lease Term shall continue in full
force and effect.




	6.2	 	Uninsured Casualty






Notwithstanding anything to the contrary contained in this Lease, if the Building or the
Premises shall be substantially damaged by fire or casualty as the result of a risk not
covered by the forms of casualty insurance at the time maintained by Landlord or required to
be maintained by Landlord hereunder and such fire or casualty damage cannot, in the ordinary
course, reasonably be expected to be repaired within ninety (90) days from the time that
repair work would commence, Landlord may, at its election, terminate the Term of this Lease
by notice to the Tenant given within sixty (60) days after such loss. If Landlord shall give
such notice, then this Lease shall terminate as of the date of such notice with the same
force and effect as if such date were the date originally established as the expiration date
hereof.




	6.3	 	Rights of Termination for Taking






If the entire Building, or such portion of the Premises as to render the balance (if
reconstructed to the maximum extent practicable in the circumstances) unsuitable for
Tenant’s purposes, shall be taken by condemnation or right of eminent domain, Landlord or
Tenant shall have the right to terminate this Lease by notice to the other of its desire to
do so, provided that such notice is given not later than thirty (30) days after Tenant has
been deprived of possession. If either party shall give such notice, then this Lease shall
terminate as of the date of such notice with the same force and effect as if such date were
the date originally established as the expiration date hereof.




Further, if (x) the entire Building shall be taken or (y) so much of the Building shall be
so taken that continued operation of the Building would be uneconomic as a result of the
taking, Landlord shall have the right to terminate this Lease by giving notice to Tenant of
Landlord’s desire to do so not later than thirty (30) days after Tenant has been deprived of
possession of the Premises (or such portion thereof as may be taken). If Landlord shall give
such notice, then this Lease shall terminate as of the date of such notice with the same
force and effect as if such date were the date originally established as the expiration date
hereof.




Should any part of the Premises be so taken or condemned during the Lease Term hereof, and
should this Lease not be terminated in accordance with the foregoing provisions, and the
holder of any mortgage which includes the Premises as part of the mortgaged premises or any
ground lessor of any ground lease which includes the Site as part of the demised premises
allows the net condemnation proceeds to be applied to the restoration of the Building,
Landlord agrees that after the determination of the net amount of condemnation proceeds
available to Landlord, Landlord shall use due diligence to put what may remain of the
Premises into proper condition for use and occupation as nearly like the condition of the
Premises prior to such taking as shall be practicable (excluding Tenant’s Property).
Notwithstanding the foregoing, Landlord shall not be obligated to expend for such repair and
restoration any amount in excess of the net condemnation proceeds made available to it. If
such net condemnation proceeds are not allowed by such mortgagee or ground lessor to be
applied to, or are insufficient for, the restoration of the Building and if Landlord does
not otherwise elect to restore the Building, then Landlord shall give prompt notice to
Tenant terminating this Lease, the effective date of which termination shall not be less
than sixty (60) days after the date of notice of such termination.




If the Premises shall be affected by any exercise of the power of eminent domain, then the
Annual Fixed Rent, Tenant’s share of operating costs and Tenant’s share of real estate taxes
shall be justly and equitably abated and reduced according to the nature and extent of the
loss of use thereof suffered by Tenant; and in case of a taking which permanently reduces
the Rentable Floor Area of the Premises, a just proportion of the Annual Fixed Rent,
Tenant’s share of operating costs and Tenant’s share of real estate taxes shall be abated
for the remainder of the Lease Term.




Notwithstanding anything to the contrary in this Lease, either express or implied, any right
of Landlord to terminate said Lease under this Article 6 on account of fire or other
casualty, or on account of eminent domain or a taking, that in any event affects a portion
of the Building or Property (regardless of whether or not the Premises are affected) shall
be in all events subject to Landlord not selectively discriminating against Tenant by
terminating Tenant, but not likewise terminating the leases of at least eighty percent (80%)
of tenants and/or occupants of the portion(s) of the Building or Property affected to an
equal or greater extent than the Premises and for which Landlord has the express right to
terminate.




Notwithstanding anything to the contrary in this Lease, either express or implied, in
addition to Tenant’s right to terminate as provided herein, Tenant shall have the additional
right, but without any obligation to do so, to terminate this Lease if a material portion of
the Premises has been damaged by Casualty during the final year of the Term (taking into
account any extension option exercised by Tenant) that is not estimated by Landlord to be
restored with at least nine (9) months following such restoration, remaining in the Lease
Term.




	6.4	 	Award






Landlord shall have and hereby reserves to itself any and all rights to receive awards made
for damages to the Premises, the Buildings, the Property and the Site and the leasehold
hereby created, or any one or more of them, accruing by reason of exercise of eminent domain
or by reason of anything lawfully done in pursuance of public or other authority. Tenant
hereby grants, releases and assigns to Landlord all Tenant’s rights to such awards, and
covenants to execute and deliver such further assignments and assurances thereof as Landlord
may from time to time request.




Nothing contained herein shall be construed to prevent Tenant from prosecuting in any
condemnation proceeding a claim for the value of any of Tenant’s usual trade fixtures
installed in the Premises by Tenant at Tenant’s expense and for relocation and moving
expenses, provided that such action and any resulting award shall not affect or diminish the
amount of compensation otherwise recoverable by Landlord from the taking authority.



ARTICLE VII

Default





	7.1	 	Tenant’s Default






	 	(a)	 	If at any time subsequent to the date of this Lease any one or more of the
following events (herein called an “Event of Default”) shall occur:






	 	(i)	 	Tenant shall fail to pay the fixed rent, Additional
Rent or other charges for which provision is made herein on or before the
date on which the same become due and payable, and the same continues for
five (5) business days after notice specifying such failure from Landlord
thereof; or






	 	(ii)	 	Landlord having rightfully given the notice
specified in subdivision (i) above twice in any calendar year with
respect to any payments of Annual Fixed Rent, Operating Expenses
Allocable to the Premises, Landlord’s Tax Expenses Allocable to the
Premises, electricity charges or similar regular recurring payments of
Additional Rent due from Tenant under this Lease and Tenant shall
thereafter in the same calendar year fail to pay the Annual Fixed Rent,
Operating Expenses Allocable to the Premises, Landlord’s Tax Expenses
Allocable to the Premises, electricity charges or similar regular
recurring payments of Additional Rent on or before the date on which the
same become due and payable; or






	 	(iii)	 	Tenant shall assign its interest in this Lease or
sublet any portion of the Premises in violation of the requirements of
Sections 5.6 through 5.6.5 of this Lease, if not terminated and fully
reversed to Landlord’s reasonable satisfaction within five (5) business
days after notice from Landlord specifying such violation; or






	 	(iv)	 	Tenant shall fail to maintain the general liability
insurance required under this Lease, or Tenant shall employ labor or
contractors within the Premises which interfere with Landlord’s Work, in
violation of Exhibit B-1, and the same continues for five (5) business
days after notice specifying such failure from Landlord to Tenant
thereof; or






	 	(v)	 	Tenant shall neglect or fail to perform or observe
any other covenant herein contained on Tenant’s part to be performed or
observed and Tenant shall fail to remedy the same within thirty (30) days
after notice to Tenant specifying such neglect or failure, or if such
failure is of such a nature that Tenant cannot reasonably remedy the same
within such thirty (30) day period, Tenant shall fail to commence
promptly to remedy the same and to prosecute such remedy to completion
with diligence and continuity; or






	 	(vi)	 	Tenant’s leasehold interest in the Premises shall
be taken on execution or by other process of law directed against Tenant,
and such taking or other process of law is not vacated, dismissed,
stayed, removed, discharged or the like within ten (10) business days; or






	 	(vii)	 	Tenant shall make an assignment for the benefit of
creditors or shall file a voluntary petition in bankruptcy or shall be
adjudicated bankrupt or insolvent, or shall file any petition or answer
seeking any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief for itself under any present
or future federal, state or other statute, law or regulation for the
relief of debtors, or shall seek or consent to or acquiesce in the
appointment of any trustee, receiver or liquidator of Tenant or of all or
any substantial part of its properties, or shall admit in writing its
inability to pay its debts generally as they become due; or






	 	(viii)	 	A petition shall be filed against Tenant in bankruptcy or under any
other law seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any
present or future Federal, State or other statute, law or regulation and
shall remain undismissed or unstayed or unvacated, for an aggregate of
sixty (60) days (whether or not consecutive), or if any debtor in
possession (whether or not Tenant) trustee, receiver or liquidator of
Tenant or of all or any substantial part of its properties or of the
Premises shall be appointed without the consent or acquiescence of Tenant
and such appointment shall remain undismissed or unvacated or unstayed
for an aggregate of sixty (60) days (whether or not consecutive) then,
and in any of said cases (notwithstanding any license of a former breach
of covenant or waiver of the benefit hereof or consent in a former
instance).






Landlord lawfully may, immediately or at any time thereafter, and without demand or
further notice terminate this Lease by notice to Tenant, specifying a date not less
than ten (10) days after the giving of such notice on which this Lease shall
terminate, and this Lease shall come to an end on the date specified therein as fully
and completely as if such date were the date herein originally fixed for the
expiration of the Lease Term (Tenant hereby waiving any rights of redemption), and
Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain
liable as hereinafter provided.




	 	(b)	 	If this Lease shall have been terminated as provided in this Article, then
Landlord may, without notice, re- enter the Premises, either by force, summary
proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other
persons and any and all property from the same, as if this Lease had not been made, and
Tenant hereby waives the service of notice of intention to re-enter or to institute
legal proceedings to that end.






	 	(c)	 	In the event that this Lease is terminated under any of the provisions
contained in Section 7.1 (a) or shall be otherwise terminated by breach of any
obligation of Tenant, Tenant covenants and agrees forthwith to pay and be liable for,
on the days originally fixed herein for the payment thereof, amounts equal to the
several installments of rent and other charges reserved as they would, under the terms
of this Lease, become due if this Lease had not been terminated or if Landlord had not
entered or re-entered, as aforesaid, and whether the Premises be relet or remain
vacant, in whole or in part, or for a period less than the remainder of the Term, and
for the whole thereof, but in the event the Premises be relet by Landlord, Tenant shall
be entitled to a credit in the net amount of rent and other charges received by
Landlord in reletting, after deduction of all expenses incurred in reletting the
Premises (including, without limitation, remodeling costs, brokerage fees and the
like), and in collecting the rent in connection therewith, in the following manner:






Amounts received by Landlord after reletting shall first be applied against
such Landlord’s expenses permitted under this Article 7, until the same are
recovered, and until such recovery, Tenant shall pay, as of each day when a
payment would fall due under this Lease, the amount which Tenant is obligated
to pay under the terms of this Lease (Tenant’s liability prior to any such
reletting and such recovery not in any way to be diminished as a result of the
fact that such reletting might be for a rent higher than the rent provided for
in this Lease); when and if such expenses have been completely recovered, the
amounts received from reletting by Landlord as have not previously been
applied shall be credited against Tenant’s obligations as of each day when a
payment would fall due under this Lease, and only the net amount, if any,
thereof shall be payable by Tenant. Further, amounts received by Landlord from
such reletting for any period shall be credited only against obligations of
Tenant allocable to such period, and shall not be credited against obligations
of Tenant hereunder accruing subsequent or prior to such period; nor shall any
credit of any kind be due for any period after the date when the term of this
Lease is scheduled to expire according to its terms.




Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates
the same in the event this Lease is terminated based upon an Event of Default by
Tenant hereunder. The marketing of the Premises in a manner similar to the manner in
which Landlord markets other premises within Landlord’s control within the Building
shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts”
hereunder. In no event shall Landlord be required to (i) solicit or entertain
negotiations with any other prospective tenant for the Premises until Landlord
obtains full and complete possession of the Premises (including, without limitation,
the final and unappealable legal right to relet the Premises free of any claim of
Tenant), (ii) relet the Premises before leasing other vacant space in the Building,
or (iii) lease the Premises for a rental less than the current fair market rent then
prevailing for similar office space in the Building.




	 	(d)	 	(i) In the alternative, Landlord may elect, by notice given to Tenant at any
time after such termination and whether or not Landlord shall have collected any
damages under subsection (c) above, but as liquidated, final damages and in lieu of all
other damages beyond the date of such notice, to require Tenant to pay such a sum as at
the time of the giving of such notice represents the amount of the excess, if any, of
(a) the discounted present value, at a discount rate of 6% per annum, of the total rent
and other charges which would have been payable by Tenant under this Lease from the
date of such notice for what would be the then unexpired Lease Term if the Lease terms
had been fully complied with by Tenant over and above (b) the discounted present value,
at a discount rate of 6% per annum, of the total rent and other charges that would be
received by Landlord if the Premises were re-leased at the time of such notice for the
remainder of the Lease Term at the fair market value (including provisions regarding
periodic increases in rent if such are applicable) prevailing at the time of such
notice as reasonably determined by Landlord, plus all expenses which Landlord may have
incurred with respect to the collection of such damages.






(ii) Without limitation of any other rights or remedies afforded to Landlord under
this Lease, at law or in equity, Landlord and Tenant agree that the foregoing remedy
set forth in Section 7.1(d)(i) for liquidated final damages has been expressly agreed
to by both Landlord and Tenant in consideration of Landlord’s agreement under this
Section 7.1(d)(ii) to waive any right Landlord may now (or hereafter) possess under
any and all applicable Legal Requirements to pursue a claim following an Event of
Default for a full and immediate acceleration of all of the Annual Fixed Rent and
Additional Rent due under this Lease for the remainder of the Term and, without
limitation of any other damages Landlord may be entitled to recover under this
Section 7.1 on account of an Event of Default, and Landlord agrees that Landlord’s
right to pursue a claim for acceleration of the Annual Fixed Rent and Additional Rent
for the remainder of the Lease Term will be limited to the Landlord’s remedies and
recovery set forth in Section 7.1(d)(i) above and in Section 7.1(d)(iii) below.




(iii) For the purposes of this Article, if Landlord elects to require Tenant to pay
damages in accordance with the immediately preceding paragraphs (d)(i) and (d)(ii),
then the total rent shall be computed by assuming that Tenant’s share of excess
taxes, Tenant’s share of excess operating costs and Tenant’s share of excess
electrical costs, if applicable under the provisions of this Lease, would be, for the
balance of the unexpired Term from the date of such notice, the amount thereof (if
any) for the immediately preceding annual period payable by Tenant to Landlord.




	 	(e)	 	In case of any Event of Default and re-entry, dispossession by summary
proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts
thereof, either in the name of Landlord or otherwise, for a term or terms which may at
Landlord’s option be equal to or less than or exceed the period which would otherwise
have constituted the balance of the Term of this Lease (it being agreed by Landlord
that Tenant shall not be otherwise liable hereunder as to such periods beyond the Term
of this Lease, and/or beyond any Option Term(s) exercised by Tenant) and may grant
concessions, abatements or free rent to the extent that Landlord reasonably considers
advisable or necessary to re-let the same and (ii) may make such alterations, repairs
and decorations in the Premises as Landlord in its reasonable judgment considers
advisable or necessary for the purpose of reletting the Premises; and the making of
such alterations, repairs and decorations shall not operate or be construed to release
Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in
any way whatsoever for failure to re-let the Premises, or, in the event that the
Premises are re-let, for failure to collect the rent under re-letting. Tenant hereby
expressly waives any and all rights of redemption granted by or under any present or
future laws in the event of Tenant being evicted or dispossessed, or in the event of
Landlord obtaining possession of the Premises, by reason of the violation by Tenant of
any of the covenants and conditions of this Lease.






	 	(f)	 	The specified remedies to which Landlord may resort hereunder are not intended
to be exclusive of any remedies or means of redress to which Landlord may at any time
be entitled lawfully, and Landlord may invoke any remedy (including the remedy of
specific performance) allowed at law or in equity as if specific remedies were not
herein provided for. Further, nothing contained in this Lease shall limit or prejudice
the right of Landlord to prove for and obtain in proceedings for bankruptcy or
insolvency by reason of the termination of this Lease, an amount equal to the maximum
allowed by any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount be
greater, equal to, or less than the amount of the loss or damages referred to above.






	7.2	 	Landlord’s Default






Landlord shall in no event be in “Default” in the performance of any of Landlord’s
obligations hereunder unless and until Landlord shall have failed to perform such
obligations within thirty (30) days after notice by Tenant to Landlord specifying wherein
Landlord has failed to perform any such obligation or, if such failure is of a nature that
Landlord cannot reasonably remedy the same within such thirty (30) day period, Landlord
shall fail to commence promptly to remedy the same within such thirty (30) day period and to
prosecute such remedy to completion with diligence.




	7.3	 	Self-Help 






If Landlord shall at any time fail to perform any Tenant Self-Help Obligation, as
hereinafter defined, and should such failure continue beyond the applicable grace period set
forth in Section 7.2, Tenant may, but shall not be obligated so to do, after ten (10) days’
written notice (except that, in the case of emergency or imminent threat to the safety of
occupants in the Premises or material property damage within the Premises, upon such shorter
notice as may be reasonably practicable under the circumstances), to and demand upon
Landlord explicitly setting forth the basis for Tenant’s claim of default and specifying
that Tenant intends to invoke Tenant’s rights under this Section 7.3 (“Tenant’s Self Help
Notice”), and without waiving, or releasing Landlord from, any obligations of Landlord in
this Lease contained, perform such Tenant Self-Help Obligation in such manner and to such
extent as may be reasonably necessary. For the purposes hereof, “Tenant Self-Help
Obligations” shall be defined as any service, maintenance, repair or other obligation that
Landlord is obligated to provide or perform pursuant to the provisions of this Lease, except
for any service, maintenance or repair which (a) requires work outside of the Premises
(except for components of systems which may be located outside of the Premises but which
exclusively serve the Premises, provided that Tenant’s exercise of its rights under this
Section 7.3 will in no way affect Landlord’s operation of the Building or other tenants or
occupants of the Building), or (b) might affect other tenants or occupants of the Building
or the Office Park. Without limiting the foregoing, maintenance and repairs to the roof,
structure, common Building systems and the public areas and amenities, plazas, common areas
and other non-leasable areas of the Office Park (the “Common Areas”) shall not be considered
to be Tenant Self-Help Obligations. All sums reasonably so incurred and paid by Tenant and
all reasonable and necessary costs and expenses of Tenant incidental to Tenant’s proper
exercise of self help rights pursuant to this Section 7.3, together with interest thereon at
the Applicable Rate (as defined in Section 9.16) from the date of the making of such
expenditures by Tenant, shall be payable to the Tenant within thirty (30) days of Tenant’s
furnishing Landlord an invoice therefor, accompanied by reasonable substantiation, and
Landlord covenants to pay any such sum or sums with interest as aforesaid if not timely
paid. If Landlord fails to reimburse Tenant for the sums paid by Tenant within thirty (30)
days of Tenant’s invoice (together with supporting documentation), and Landlord has not,
within ten (10) business days of its receipt of such invoice, given written notice to Tenant
objecting to such demand and stating that Landlord has filed suit in a court of competent
jurisdiction to determine whether or not Tenant had validly exercised its self-help right
hereunder (or if Landlord has timely disputed Tenant’s invoice, has filed suit and has
thereafter failed to pay Tenant the amount of any final, unappealable award against Landlord
within thirty (30) days after the issuance thereof) then subject to the last sentence of
this paragraph, Tenant shall have the right to offset the amount of such sums demanded by
Tenant (together with any attorneys’ fees and costs to which Tenant may be entitled pursuant
to Section 9.29 of this Lease if there has been a final, unappealable award against
Landlord) against the Annual Fixed Rent and Additional Rent payable under this Lease until
offset in full. Notwithstanding the foregoing, Tenant shall have no right to reduce any
monthly installment of Annual Fixed Rent by more than twenty percent (20%) of the amount of
Annual Fixed Rent which would otherwise have been due and payable by Tenant to Landlord,
unless the aggregate amount of such deductions over the remainder of the Lease Term (as the
same may have been extended) will be insufficient to fully reimburse Tenant for the amount
demanded by Tenant, in which event Tenant may effect such offset by making deductions from
each monthly installment of Annual Fixed Rent, Additional Rent and other charges payable by
Tenant under this Lease in equal monthly amounts which are in excess of such twenty percent
(20%) amount over the balance of the remainder of the Lease Term.



ARTICLE VIII

Insurance and Indemnity





	8.1	 	Tenant’s Indemnity






(a) Indemnity. To the fullest extent permitted by law, but subject to the
limitations in Section 8.13 of this Article (waiver of subrogation) and Section 9.3, Tenant
waives any right to contribution against the Landlord Parties (as defined in Section 8.1(g))
and agrees to indemnify and save harmless the Landlord Parties from and against all claims
of whatever nature by a third party arising from or claimed to have arisen from (i) any act,
omission or negligence of the Tenant Parties (as defined in Section 8.1(g)); (ii) any
accident, injury or damage whatsoever caused to any person, or to the property of any
person, occurring in the Premises (as defined in Section 2.1) from the earlier of (A) the
date on which any Tenant Party first enters the Premises for any reason or (B) the Premises
A Commencement Date with respect to Premises A and the Premises B Commencement Date with
respect to Premises B, and thereafter throughout and until the end of the Lease Term, and
after the end of the Lease Term for so long after the end of the Lease Term as Tenant or
anyone acting by, through or under Tenant is in occupancy of the Premises or any portion
thereof; (iii) any accident, injury or damage whatsoever occurring outside the Premises but
within the Building, or on common areas within the Office Park, where such accident, injury
or damage results, or is claimed to have resulted, from the act, omission, fault, negligence
or misconduct on the part of any of the Tenant Parties; or (iv) any breach of this Lease by
Tenant; and, except to the extent of Tenant’s liability expressly set forth under
Section 9.17 of this Lease, Tenant shall in no event be liable for any indirect or
consequential damages. Tenant shall pay such indemnified amounts as they are incurred by the
Landlord Parties, subject to the terms and provisions of this Lease. Landlord shall provide
notice of any such claim to Tenant within a reasonable period following Landlord’s becoming
aware of such claim. This indemnification shall not be construed to deny or reduce any other
rights or obligations of indemnity that any of the Landlord Parties may have under this
Lease or the common law. Notwithstanding anything contained herein to the contrary, Tenant
shall not be obligated to indemnify a Landlord Party for any claims to the extent that such
Landlord Party’s damages result from the negligence or willful misconduct or breach of this
Lease by any of the Landlord Parties.




(b) Breach. In the event that Tenant breaches any of its indemnity obligations under
this Section 8.1: (i) Tenant shall pay to the Landlord Parties all liabilities, loss, cost,
or expense (including attorney’s fees) incurred as a result of said breach; and (ii) the
Landlord Parties may deduct and offset from any amounts due to Tenant under this Lease any
amounts owed by Tenant pursuant to this Section 8.1(b) if not paid by Tenant within ten (10)
business days after written notice specifying such amounts, accompanied by reasonable
evidence of the amounts incurred, such as paid invoices.




(c) No limitation. The indemnification obligations under this Section 8.1 shall not
be limited in any way by any limitation on the amount or type of damages, compensation or
benefits payable by or for Tenant or any subtenant or other occupant of the Premises under
workers’ compensation acts, disability benefit acts, or other employee benefit acts. Tenant
waives any immunity from or limitation on its indemnity or contribution liability to the
Landlord Parties based upon such acts.




(d) Subtenants and other occupants. Tenant shall require its subtenants and other
occupants of the Premises to provide similar indemnities to the Landlord Parties in a form
reasonably acceptable to Landlord, in conformance with the terms and provisions of this
Lease.




(e) Survival. The terms of this Section 8.1 shall survive any termination or
expiration of this Lease with respect to such applicable matters or occurrences occurring
prior to the termination or earlier expiration of this Lease.




(f) Costs. The foregoing indemnity and hold harmless agreement shall include
indemnity for all costs, expenses and liabilities (including, without limitation, reasonable
attorneys’ fees and disbursements) incurred by the Landlord Parties in connection with any
such claim or any action or proceeding brought thereon, and the defense thereof. In
addition, in the event that any action or proceeding shall be brought against one or more
Landlord Parties by reason of any such claim, Tenant, upon request from the Landlord Party,
shall resist and defend such action or proceeding on behalf of the Landlord Party by counsel
appointed by Tenant’s insurer (if such claim is covered by insurance) or otherwise by
counsel reasonably satisfactory to the Landlord Party. The Landlord Parties shall not be
bound by any compromise or settlement of any such claim, action or proceeding without the
prior written consent of such Landlord Parties.




(g) Landlord Parties and Tenant Parties. The term “Landlord Party” or “Landlord
Parties” shall mean Landlord, any affiliate of Landlord, Landlord’s managing agents for the
Building, each mortgagee (if any), each ground lessor (if any), and each of their respective
direct or indirect partners, officers, shareholders, directors, members, trustees,
beneficiaries, servants, employees, principals, contractors, licensees, agents or
representatives. For the purposes of this Lease, the term “Tenant Party” or “Tenant Parties”
shall mean Tenant, any affiliate of Tenant, any permitted subtenant or any other permitted
occupant of the Premises, and each of their respective direct or indirect partners,
officers, shareholders, directors, members, trustees, beneficiaries, servants, employees,
principals, contractors, licensees, agents, invitees or representatives.




(h) The provisions of this Section 8.1 are subject to the provisions of Section 8.13 (Waiver
of Subrogation) hereof.




8.1.1 Landlord’s Indemnity.




Subject to the limitations set forth in Section 8.2, Section 8.13 and Section 9.3 of
this Lease, Landlord agrees to indemnify and save harmless Tenant from and against
any claim by a third party arising from any injury to any person occurring in the
Premises or in the Property after the date that possession of the Premises, or any
portion thereof, is first delivered to Tenant and until the expiration or earlier
termination of the Lease Term, to the extent such injury results from the negligence
or willful misconduct of Landlord or any of the Landlord Parties, or from any breach
or default by Landlord in the performance or observance of its covenants or
obligations under this Lease; provided, however, that in no event shall the aforesaid
indemnity render Landlord responsible or liable for any loss or damage to fixtures,
personal property or other property of Tenant, and Landlord shall in no event be
liable for any indirect or consequential damages. Notwithstanding anything contained
herein to the contrary, Landlord shall not be obligated to indemnify any Tenant
Parties (as defined in Section 8.1(g)) for any claims to the extent that such Tenant
Party’s damages, claims, losses or the like result from the act, omission, negligence
or willful misconduct or breach of this Lease by any of the Tenant Parties. Tenant
shall provide notice of any such third party claim to Landlord as soon as
practicable. Landlord shall have the right, but not the duty, to defend the claim.
The provisions of this Section 8.1.1 shall not be applicable to the holder of any
mortgage now or hereafter on the Property or Building (whether or not such holder
shall be a mortgagee in possession of or shall have exercised any rights under a
conditional, collateral or other assignment of leases and/or rents respecting the
Property or Building), except to the extent of liability insurance maintained by such
holder. The terms of this Section 8.1.1 shall survive any termination or expiration
of this Lease with respect to such applicable matters or occurrences occurring prior
to the termination or earlier expiration of this Lease.




	8.2	 	Tenant’s Risk






Tenant agrees to use and occupy the Premises, and to use such other portions of the
Building, the Site and the Office Park as Tenant is given the right to use by this Lease at
Tenant’s own risk, provided however, that the foregoing shall not limit Landlord’s
obligations as expressly stated in this Lease. Except as expressly provided in this Lease
but subject to the limitations in Section 9.3 of this Lease and the waiver of subrogation
set forth in Section 8.13 of this Lease, the Landlord Parties shall not be liable to the
Tenant Parties for any damage, injury, loss, compensation, or claim (including, but not
limited to, claims for the interruption of or loss to a Tenant Party’s business) based on,
arising out of or resulting from any cause whatsoever, including, but not limited to,
repairs to any portion of the Premises, the Building, the Property or the Office Park, any
fire, robbery, theft, mysterious disappearance, or any other crime or casualty, the actions
of any other tenants of the Office Park or of any other person or persons, or any leakage in
any part or portion of the Premises or the Building or the Property, or from water, rain or
snow that may leak into, or flow from any part of the Premises or the Building or the
Property, or from drains, pipes or plumbing fixtures in the Building or the Property. Any
goods, property or personal effects stored or placed in or about the Premises shall be at
the sole risk of the Tenant Party, and neither the Landlord Parties nor their insurers shall
in any manner be held responsible therefor. The Landlord Parties shall not be responsible or
liable to a Tenant Party, or to those claiming by, through or under a Tenant Party, for any
loss or damage that may be occasioned by or through the acts or omissions of persons
occupying adjoining premises or any part of the premises adjacent to or connecting with the
Premises or any part of the Building or otherwise. The provisions of this section shall be
applicable to the fullest extent permitted by law, and until the expiration or earlier
termination of the Lease Term, and during such further period as Tenant may use or be in
occupancy of any part of the Premises or of the Building.




	8.3	 	Tenant’s Commercial General Liability Insurance






Tenant agrees to maintain in full force on or before the earlier of (i) the date on which
any Tenant Party first enters the Premises for any reason or (ii) the Premises A
Commencement Date with respect to Premises A and the Premises B Commencement Date with
respect to Premises B, and thereafter throughout and until the end of the Lease Term, and
after the end of the Lease Term for so long as Tenant or anyone acting by, through or under
Tenant is in occupancy of the Premises or any portion thereafter, a policy of commercial
general liability insurance (“CGL insurance”), on an occurrence basis, issued on a form at
least as broad as Insurance Services Office (“ISO”) Commercial General Liability Coverage
“occurrence” form CG 00 01 10 01 or another Commercial General Liability “occurrence” form
providing equivalent coverage. Such CGL insurance shall include broad form contractual
liability coverage, specifically covering this Lease as an insured contract. The minimum
limits of liability of such insurance shall be Five Million Dollars ($5,000,000) per
occurrence, which may be satisfied through a combination of primary and excess/umbrella
insurance. In addition, in the event Tenant hosts a function in the Premises, in the
Building or on the Property, Tenant agrees to obtain, and cause any persons or parties
providing services for such function to obtain, the appropriate insurance coverages as
determined by Landlord (including liquor liability coverage, if applicable) and provide
Landlord with evidence of the same.




	8.4	 	Tenant’s Property Insurance






Tenant shall maintain at all times during the Term of the Lease, and during such earlier
time as Tenant may be performing work in or to the Premises or have property, fixtures,
furniture, equipment, machinery, goods, supplies, wares or merchandise on the Premises, and
continuing thereafter so long as Tenant is in occupancy of any part of the Premises,
business interruption insurance and insurance against loss or damage covered by the
so-called “all risk” type insurance coverage with respect to Tenant’s property, fixtures,
furniture, equipment, machinery, goods, supplies, wares and merchandise, and all
alterations, improvements and other modifications made by or on behalf of the Tenant in the
Premises (other than Landlord’s Work) or existing in the Premises as of the date of this
Lease, and other personal property of Tenant located at the Premises (collectively “Tenant’s
Property”). The business interruption insurance required by this Section 8.4 shall be in
minimum amounts typically carried by prudent tenants engaged in similar operations, but in
no event shall be in an amount less than the Annual Fixed Rent then in effect during any
year during the Term, plus any Additional Rent due and payable for the immediately preceding
year during the Term. The “all risk” insurance required by this section shall be in an
amount at least equal to the full replacement cost of Tenant’s Property. In addition, during
such time as Tenant is performing work in or to the Premises, Tenant, at Tenant’s expense,
shall also maintain, or shall cause its contractor(s) to maintain, builder’s risk insurance
for the full insurable value of such work. Landlord and such additional persons or entities
as Landlord may reasonably request shall be named as loss payees, as their interests may
appear, on the “all risk” and builder’s risk policies required by this Lease. In the event
of loss or damage covered by the “all risk” insurance required by this Lease, the
responsibilities for repairing or restoring the loss or damage shall be determined in
accordance with Article VI. To the extent that Landlord is obligated to perform the repair
or restoration of the loss or damage covered by the policy, Landlord shall be paid the
proceeds of the “all risk” insurance covering the loss or damage. To the extent Tenant is
obligated to perform the repair or restoration of the loss or damage, covered by the policy,
Tenant shall be paid the proceeds of the “all risk” insurance covering the loss or damage.
If both Landlord and Tenant are obligated to perform the repair or restoration of the loss
or damage covered by the policy, the insurance proceeds shall be paid to each of them in the
pro rata proportion of their obligations to repair or restore the loss or damage. If the
loss or damage is not repaired or restored (for example, if the Lease is terminated pursuant
to Article VI), the insurance proceeds shall be paid to Landlord and Tenant in the pro rata
proportion of their relative contributions to the cost of the leasehold improvements covered
by the policy.




	8.5	 	Tenant’s Other Insurance






Tenant agrees to maintain in full force on or before the earlier of (i) the date on which
any Tenant Party first enters the Premises for any reason or (ii) the Premises A
Commencement Date with respect to Premises A and the Premises B Commencement Date with
respect to Premises B, and thereafter throughout the end of the Term, and after the end of
the Term for so long after the end of the Term as Tenant or anyone acting by, through or
under Tenant is in occupancy of the Premises or any portion thereafter, (1) comprehensive
automobile liability insurance (covering any automobiles owned or operated by Tenant at the
Site) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97
or other form providing equivalent coverage; (2) worker’s compensation insurance or
participation in a monopolistic state workers’ compensation fund; and (3) employer’s
liability insurance or (in a monopolistic state) Stop Gap Liability insurance. Such
automobile liability insurance shall be in an amount not less than One Million Dollars
($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum
limits as defined by the law of the jurisdiction in which the Premises are located (as the
same may be amended from time to time). Such employer’s liability insurance shall be in an
amount not less than One Million Dollars ($1,000,000) for each accident, One Million Dollars
($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each
employee.




	8.6	 	Requirements for Tenant’s Insurance






All insurance required to be maintained by Tenant and Landlord pursuant to this Lease shall
be maintained with responsible companies that are admitted to do business, and are in good
standing in the Commonwealth of Massachusetts and that have a rating of at least “A-” and
are within a financial size category of not less than “Class VIII” in the most current
Best’s Key Rating Guide or such similar rating as may be reasonably selected by Landlord.
All insurance required to be maintained by Tenant shall: (1) be in form and content
acceptable to Landlord in its reasonable discretion; (2) be primary and noncontributory
(including all primary and excess/umbrella policies); and (3) contain an endorsement
prohibiting cancellation, failure to renew, reduction of amount of insurance, or change in
coverage without the insurer first giving Landlord at least ten (10) days’ prior written
notice (by certified or registered mail, return receipt requested, or by fax or email) of
such proposed action. No insurance policy required to be maintained by Tenant shall contain
any deductible or self-insured retention greater than One Hundred Thousand Dollars
($100,000.00) for property insurance and Twenty Five Thousand Dollars ($25,000.00) for
commercial general liability insurance. Such deductibles and self-insured retentions shall
be deemed to be “insurance” for purposes of the waiver of subrogation in Section 8.13 below.
Landlord reserves the right from time to time to require Tenant to obtain higher minimum
amounts of insurance based on such limits as are customarily carried by similar tenants with
respect to similar properties in the Boston/MetroWest Metropolitan area in which the
Premises are located. The minimum amounts of insurance required by this Lease shall not be
reduced by the payment of claims or for any other reason. In the event Tenant shall fail to
obtain or maintain any insurance meeting the requirements of this Article, or to deliver
such policies or certificates as required by this Article, Landlord may, at its option, on
five (5) business days’ notice to Tenant (if not cured by Tenant within said five (5)
business day period), procure such policies for the account of Tenant, and the cost thereof
shall be paid to Landlord within five (5) business days after delivery to Tenant of bills
therefor. Any or all of Tenant’s insurance may be provided by blanket coverage maintained
by Tenant, provided that such policies shall in all other respects comply with the
requirements of this Article 8 and the amount of insurance allocable to the Premises shall
at all times be not less than the amounts required under this Article 8.




	8.7	 	Additional Insureds






To the fullest extent permitted by law, the commercial general liability and automobile
liability insurance carried by Tenant pursuant to this Lease, and any additional liability
insurance carried by Tenant pursuant to Section 8.3 of this Lease, shall name Landlord,
Landlord’s managing agent, and such other persons as Landlord may reasonably request from
time to time as “additional insureds” with respect to liability arising out of or related to
this Lease or the operations of Tenant (collectively “Additional Insureds”). Such commercial
general liability insurance shall provide primary coverage as to claims arising out of
Tenant’s use or occupancy of the Premises and without contribution from any other insurance
carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional
Insureds. Such insurance shall also waive any right of subrogation as provided in Section
8.13 against each Additional Insured. For the avoidance of doubt, each primary policy and
each excess/umbrella policy for commercial general liability through which Tenant satisfies
its obligations under this Section 8.7 must provide coverage to the Additional Insureds that
is primary and non-contributory.




	8.8	 	Certificates of Insurance






On or before the earlier of (i) the date on which any Tenant Party first enters the Premises
for any reason or (ii) the Premises A Commencement Date with respect to Premises A and the
Premises B Commencement Date with respect to Premises B, Tenant shall furnish Landlord with
certificates evidencing the insurance coverage required by this Lease, and renewal
certificates shall be furnished to Landlord at least annually thereafter, at least ten (10)
days prior to the renewal date of each policy for which a certificate was furnished
(acceptable forms of such certificates as of the date hereof for liability and property
insurance, respectively, are attached as Exhibit I, however, other forms may, in Landlord’s
reasonable discretion, be acceptable). In jurisdictions requiring mandatory participation in
a monopolistic state workers’ compensation fund, the insurance certificate requirements for
the coverage required for workers’ compensation will be satisfied by a letter from the
appropriate state agency confirming participation in accordance with statutory requirements.
Such current participation letters required by this Section 8.8 shall be provided every six
(6) months for the duration of this Lease. Failure by the Tenant to provide the certificates
or letters required by this Section 8.8 shall not be deemed to be a waiver of the
requirements in this Section 8.8. Upon request by Landlord, but not more than once annually,
a true and complete copy of any insurance policy required by this Lease shall be delivered
to Landlord within ten (10) days following Landlord’s request.




	8.9	 	Subtenants and Other Occupants






Tenant shall require its subtenants and other occupants of the Premises (other than
individual employees) to provide written documentation evidencing the obligation of such
subtenant or other occupant to indemnify the Landlord Parties to the same extent that Tenant
is required to indemnify the Landlord Parties pursuant to Section 8.1 above (to the extent
applicable to the use and occupancy of the subleased premises and the Building by such
subtenants), and to maintain insurance that meets the requirements of this Article, and
otherwise to comply with the requirements of this Article. Tenant shall require all such
subtenants and occupants to supply certificates of insurance evidencing that the insurance
requirements of this Article have been met and shall forward such certificates to Landlord
on or before the earlier of (i) the date on which the subtenant or other occupant or any of
their respective direct or indirect partners, officers, shareholders, directors, members,
trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents,
invitees or representatives first enters the Premises or (ii) the commencement of the
sublease. Tenant shall be responsible for identifying and remedying any deficiencies in such
certificates or policy provisions.




	8.10	 	No Violation of Building Policies






Tenant shall not commit or permit any violation of the policies of fire, boiler, sprinkler,
water damage or other insurance covering the Property and/or the fixtures, equipment and
property therein carried by Landlord, or do or permit anything to be done, or keep or permit
anything to be kept, in the Premises, which in case of any of the foregoing (i) would result
in termination of any such policies, (ii) would adversely affect Landlord’s right of
recovery under any of such policies, or (iii) would result in reputable and independent
insurance companies refusing to insure the Property or the property of Landlord in amounts
reasonably satisfactory to Landlord.




	8.11	 	Tenant to Pay Premium Increases






	 	 	 	If, because of anything done, caused or permitted to be done, or omitted by Tenant
(or its subtenant or other occupants of the Premises), the rates for liability, fire,
boiler, sprinkler, water damage or other insurance on the Property and equipment of
Landlord or any other tenant or subtenant in the Building shall be higher than they
otherwise would be, Tenant shall reimburse Landlord and/or the other tenants and
subtenants in the Building for the additional insurance premiums thereafter paid by
Landlord or by any of the other tenants and subtenants in the Building which shall have
been charged because of the aforesaid reasons, such reimbursement to be made from time
to time on Landlord’s demand.






	8.12	 	Landlord’s Insurance






(a) Required insurance. Landlord shall maintain (i) insurance against loss or
damage with respect to the Building and the Premises on an “all risk” type insurance form,
with customary exceptions, subject to such commercially reasonable deductibles, and/or
self-insured retentions, as Landlord may determine, in Landlord’s reasonable discretion, in
an amount equal to at least the full (100%) replacement value of the Building (exclusive of
footings and foundations), and (ii) commercial general liability insurance with respect to
the Building and the Property in an amount not less than $5,000,000 per occurrence, which
may be satisfied through a combination of primary and excess/umbrella insurance. Landlord
shall also maintain such insurance with respect to any improvements, alterations, and
fixtures of Tenant located at the Premises to the extent paid for by Landlord (including
Landlord’s Work). The cost of such insurance, and such commercially reasonable deductibles,
shall be treated as a part of Landlord’s Operating Expenses. Such insurance shall be
maintained with an insurance company selected by Landlord pursuant to Section 8.6. Payment
for losses thereunder shall be made solely to Landlord, as the insured and loss payee.




(b) Optional insurance. Landlord may maintain such additional insurance with respect
to the Building and the Property, including, without limitation, earthquake insurance,
terrorism insurance, flood insurance, liability insurance and/or rent insurance, as Landlord
may in its reasonable discretion elect. Landlord may also maintain such other insurance as
may from time to time be required by the holder of any mortgage on the Building or Property;
provided, however, with respect to insurance coverages required to be carried by a holder of
a mortgage, such coverages are of the type and amounts customarily required to be carried by
lenders of comparable class A, multi-tenant office buildings in the Boston West Suburban
market. The cost of all such additional insurance shall also be part of the Landlord’s
Operating Expenses.




(c) Blanket and self-insurance. Any or all of Landlord’s insurance may be provided
by blanket coverage maintained by Landlord or any affiliate of Landlord under its insurance
program for its portfolio of properties, or by Landlord or any affiliate of Landlord under a
program of self-insurance, and in such event Landlord’s Operating Expenses shall include the
portion of the reasonable premium cost (i.e., meaning similar to third-party out-of-pocket
premium costs for comparable first-class office buildings) of blanket insurance or
self-insurance that is allocated to the Building.




(d) No obligation. Landlord shall not be obligated to insure, and shall not assume
any liability of risk of loss for, Tenant’s Property, including any such property or work of
Tenant’s subtenants or occupants. Landlord will also have no obligation to carry insurance
against, nor be responsible for, any loss suffered by Tenant, subtenants or other occupants
due to interruption of Tenant’s or any subtenant’s or occupant’s business.




	8.13	 	Waiver of Subrogation






To the fullest extent permitted by law, the parties hereto waive and release any and all
rights of recovery against the other, and agree not to seek to recover from the other or to
make any property claim against the other, and in the case of Landlord, against all “Tenant
Parties” (as hereinafter defined), and in the case of Tenant, against all “Landlord Parties”
(as hereinafter defined), for any property loss or property damage incurred by the
waiving/releasing party to the extent such loss or damage is insured under any property
insurance policy or coverage required by this Lease or which would have been so insured had
the party carried the property insurance it was required to carry hereunder or to the extent
of any greater amounts or types of property insurance coverage actually carried by such
party. Tenant shall obtain from its subtenants and other occupants of the Premises (other
than individual employees) a similar waiver and release of property claims against any or
all of Tenant or Landlord. In addition, the parties hereto (and in the case of Tenant, its
subtenants and other occupants of the Premises other than individual employees) shall
procure an appropriate clause in, or endorsement on, any property insurance policy or
coverage required by this Lease pursuant to which the insurance company so waives such
rights of subrogation. The property insurance policies or coverages required by this Lease
shall contain no provision that would invalidate or restrict the parties’ waiver and release
of the rights of recovery in this section by such insurers. The parties hereto covenant that
no property insurer shall hold any right of subrogation against the parties hereto by virtue
of such property insurance policy.




	8.14	 	Tenant’s Work






During such times as Tenant is performing work or having work or services performed in or to
the Premises, Tenant shall require its contractors, and their subcontractors of all tiers,
to obtain and maintain commercial general liability, automobile, workers compensation,
employer’s liability, builder’s risk, and equipment/property insurance in such amounts and
on such terms as are customarily required of such contractors and subcontractors on similar
projects. The amounts and terms of all such insurance are subject to Landlord’s written
approval, which approval shall not be unreasonably withheld or delayed. The commercial
general liability and auto insurance carried by Tenant’s contractors and their
subcontractors of all tiers pursuant to this Section 8.14 shall name Landlord, Landlord’s
managing agent, and such other persons who have an insurable interest hereunder, as Landlord
may reasonably request from time to time as additional insureds with respect to liability
arising out of or related to their work or services (collectively “Additional Insureds”).
Such insurance shall provide primary coverage with respect to liability arising out of or
related to the work or services of Tenant’s contractors and subcontractors, without
contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s
managing agent, or other Additional Insureds. Such insurance shall also waive any right of
subrogation as to property damage against each Additional Insured. Tenant shall obtain and
submit to Landlord, prior to the earlier of (i) the entry onto the Premises by such
contractors or subcontractors or (ii) commencement of the work or services, certificates of
insurance evidencing compliance with the requirements of this Section 8.14.



ARTICLE IX

Miscellaneous Provisions





	9.1	 	Waiver






Failure on the part of Landlord or Tenant to complain of any action or non-action on the
part of the other, no matter how long the same may continue, shall never be a waiver by
Tenant or Landlord, respectively, of any of its rights hereunder.




No waiver by Landlord of any condition of this Lease, nor any failure by Tenant to deliver
any security deposit, letter of credit, pre-paid rent, financial information, guaranty or
other item required upon the execution and delivery of this Lease, shall be construed as
excusing satisfaction of any such condition or the delivery of any such item by Tenant, and
Landlord reserves the right to declare the failure of Tenant to satisfy any such condition
or deliver any such item an Event of Default under this Lease. Further, no waiver at any
time of any of the provisions hereof by Landlord or Tenant shall be construed as a waiver of
any of the other provisions hereof, and a waiver at any time of any of the provisions hereof
shall not be construed as a waiver at any subsequent time of the same provisions. The
consent or approval of Landlord or Tenant to or of any action by the other requiring such
consent or approval shall not be construed to waive or render unnecessary Landlord’s or
Tenant’s consent or approval to or of subsequent similar act by the other.




No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from
Tenant to Landlord shall be treated otherwise than as a payment on account. The acceptance
by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon
any letter accompanying such check, that such lesser amount is payment in full, shall be
given no effect, and Landlord may accept such check without prejudice to any other rights or
remedies which Landlord may have against Tenant. No payment by Landlord, or acceptance by
Tenant, of a lesser amount than shall be due from Landlord to Tenant shall be treated
otherwise than as a payment on account. The acceptance by Tenant of a check for a lesser
amount with an endorsement or statement thereon, or upon any letter accompanying such check,
that such lesser amount is payment in full, shall be given no effect, and Tenant may accept
such check without prejudice to any other rights or remedies which Tenant may have against
Landlord.




Notwithstanding anything to the contrary contained in this Lease, either expressed or
implied, Landlord and Tenant expressly covenant and agree that in the event either party’s
consent, approval, judgment, or the like is reserved, required, needed or the like, that
such party’s consent, approval, judgment, or the like, shall not be unreasonably withheld or
delayed unless this Lease contains an express provision with respect thereto that such
party’s consent, approval, judgment, or the like, is expressly reserved to be within the
“sole” discretion of such party.




	9.2	 	Cumulative Remedies






Except as expressly provided in this Lease, including, without limitation, Section 4.2 and
Article VI, the specific remedies to which Landlord or Tenant may resort under the terms of
this Lease are cumulative and are not intended to be exclusive of any other remedies or
means of redress to which such party may be lawfully entitled in case of any breach or
threatened breach by Tenant or Landlord, as the case may be, of any provisions of this
Lease. In addition to the other remedies provided in this Lease, each of Tenant and Landlord
shall be entitled to the restraint by injunction of the violation or attempted or threatened
violation of any of the covenants, conditions or provisions of this Lease or to a decree
compelling specific performance of any such covenants, conditions or provisions.




	9.3	 	Quiet Enjoyment






This Lease is subject and subordinate to all matters of record as of the date of this Lease
and to all matters of record hereafter recorded and affecting the Property (provided that,
except with respect to any future leases or mortgages which shall be governed by Section 9.5
and Section 9.14 of this Lease, respectively, any such future matters of record to which
this Lease is subject and subordinate shall not materially adversely affect Tenant’s rights,
remedies or obligations under this Lease in any material way). Provided there is no Event
of Default, Tenant shall lawfully, peaceably and quietly have, hold, occupy and enjoy the
Premises during the Term (exclusive of any period during which Tenant is holding over after
the expiration or termination of this Lease without the consent of Landlord), without
hindrance or ejection by any persons lawfully claiming under Landlord to have title to the
Premises superior to Tenant, subject, however, to the terms of this Lease; the foregoing
covenant of quiet enjoyment is in lieu of any other covenant, express or implied; and it is
understood and agreed that this covenant and any and all other covenants of Landlord
contained in this Lease shall be binding upon Landlord and Landlord’s successors, including
ground or master lessees, only with respect to breaches occurring during Landlord’s or
Landlord’s successors’ respective ownership of Landlord’s interest hereunder, as the case
may be.




Further, Tenant specifically agrees to look solely to Landlord’s then equity interest in the
Building and Office Park at the time owned, or in which Landlord holds an interest as ground
lessee, and Landlord’s interest in the proceeds of any insurance policies (including,
without limitation, any self-insurance) or any condemnation award attributable thereto (but
in the case of liability insurance and self-insurance only to the extent of an unsatisfied
loss event covered by Landlord’s indemnification obligation under Section 8.1.1 hereof, and
with respect to any property insurance policy or condemnation award, Tenant’s right to reach
such proceeds shall be subject to the rights of Landlord’s mortgagees and to Landlord’s
right to use such proceeds for the repair and restoration purposes) for recovery of any
judgment from Landlord; it being specifically agreed that neither Landlord (original or
successor), nor any beneficiary of any trust of which any person holding Landlord’s interest
is trustee, nor any member, manager, partner, director or stockholder, nor Landlord’s
managing agent, shall ever be personally liable for any such judgment, or for the payment of
any monetary obligation to Tenant. The provision contained in the foregoing sentence is not
intended to, and shall not, limit any right that Tenant might otherwise have to obtain
injunctive relief against Landlord or Landlord’s successors in interest, or any action not
involving the personal liability of Landlord (original or successor), any successor trustee
to the persons named herein as Landlord, or any beneficiary of any trust of which any person
holding Landlord’s interest is trustee, or of any manager, member, partner, director or
stockholder of Landlord or of Landlord’s managing agent to respond in monetary damages from
Landlord’s assets other than from Landlord’s equity interest aforesaid in the Building and
Office Park, but in no event, except as expressly provided in this Lease, shall Tenant have
the right to terminate or cancel this Lease or, except as provided in this Lease, to
withhold rent or to set-off any claim or damages against rent as a result of any default by
Landlord or breach by Landlord of its covenants or any warranties or promises hereunder, and
in any event (except in the case of a wrongful eviction of Tenant from the demised premises
(constructive or actual) by Landlord continuing) after notice to Landlord thereof and a
reasonable opportunity for Landlord to cure the same). In no event shall Landlord ever be
liable to Tenant for any indirect or consequential damages or loss of profits or the like.
Provided and so long as the named Tenant is a corporation or other legal entity which is
entitled to limited liability under applicable Legal Requirements, Landlord agrees to look
solely to the assets of Tenant to enforce Tenant’s obligations hereunder and no existing or
future partner, shareholder, director, officer, principal, agent, member or employee of
Tenant shall be personally liable for the performance of Tenant’s obligations under this
Lease.




Notwithstanding anything in this Lease to the contrary, except for Tenant’s liability under
Section 9.17 of this Lease, in no event shall either party be liable to the other for any
loss of business, loss of profits or the like or any other indirect, punitive or
consequential damages suffered by such party from whatever cause.




	9.4	 	Notice to Mortgagee and Ground Lessor






After receiving notice from any person, firm or other entity that it holds a mortgage which
includes the Premises as part of the mortgaged premises, or that it is the ground lessor
under a lease with Landlord, as ground lessee, which includes the Premises as a part of the
demised premises, no default or breach notice from Tenant to Landlord shall be effective as
to such holder or ground lessor unless and until such default or breach notice is given to
such holder or ground lessor, and the curing of any of Landlord’s defaults or breaches by
such holder or ground lessor within a reasonable time thereafter (including a reasonable
time to obtain possession of the premises if the mortgagee or ground lessor elects to do so)
shall be treated as performance by Landlord. For the purposes of this Section 9.4 or Section
9.14, the term “mortgage” includes a mortgage on a leasehold interest of Landlord (but not
one on Tenant’s leasehold interest). If any mortgage is listed on Exhibit J then the same
shall constitute notice from the holder of such mortgage for the purposes of this Section
9.4. Further no Annual Fixed Rent or Additional Rent may be paid by Tenant more than thirty
(30) days or one installment payment, in advance except with the prior written consent of
all holder(s) of such mortgages and ground leases, and any such payment without such consent
shall not be binding on such holder(s).




	9.5	 	Assignment of Rents






With reference to any assignment by Landlord of Landlord’s interest in this Lease, or the
rents payable hereunder, conditional in nature or otherwise, which assignment is made to the
holder of a mortgage or ground lease on property which includes the Premises, Tenant agrees:




	 	(a)	 	That the execution thereof by Landlord, and the acceptance
thereof by the holder of such mortgage or the ground lessor, shall never be
treated as an assumption by such holder or ground lessor of any of the
obligations of Landlord hereunder, unless such holder, or ground lessor, shall,
by notice sent to Tenant, specifically otherwise elects, or such holder takes
possession of the Premises or Building; and






	 	(b)	 	That, except as aforesaid, such holder or ground lessor shall be
treated as having assumed Landlord’s obligations hereunder only upon foreclosure
of such holder’s mortgage and the taking of possession of the Premises, or, in
the case of a ground lessor, the assumption of Landlord’s position hereunder by
such ground lessor.






In no event shall the acquisition of title to the Building and the land on which the same is
located by a purchaser which, simultaneously therewith, leases the entire Building or such
land back to the seller thereof be treated as an assumption by such purchaser-lessor, by
operation of law or otherwise, of Landlord’s obligations hereunder, but Tenant shall look
solely to such seller-lessee, and its successors from time to time in title, for performance
of Landlord’s obligations hereunder subject to the provisions of Section 9.3 hereof. In any
such event, this Lease shall be subject and subordinate to the lease to such purchaser
provided that such purchaser agrees to recognize, pursuant to a commercially reasonable
non-disturbance agreement mutually agreed to by Tenant and such purchaser, this Lease and
the rights, remedies and obligations of Tenant expressly provided herein this Lease upon the
payment of rent and other charges payable by Tenant under this Lease and the performance by
Tenant of Tenant’s obligations hereunder and provided that Tenant agrees to attorn to such
purchaser. For all purposes, such seller-lessee, and its successors in title, shall be the
landlord hereunder unless and until Landlord’s position shall have been assumed by such
purchaser-lessor.




	9.6	 	Surrender






No act or thing done by Landlord during the Lease Term shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept such surrender shall be valid, unless
in writing signed by Landlord. No employee of Landlord or of Landlord’s agents shall have
any power to accept the keys of the Premises prior to the termination of this Lease. The
delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a
termination of the Lease or a surrender of the Premises.




	9.7	 	Brokerage






(A) Tenant warrants and represents that Tenant has not dealt with any broker in connection
with the consummation of this Lease other than the Broker; and in the event any claim is
made against the Landlord relative to dealings by Tenant with brokers other than the Broker,
Tenant shall defend the claim against Landlord with counsel of Tenant’s selection first
approved by Landlord (which approval will not be unreasonably withheld or delayed) and save
harmless and indemnify Landlord on account of loss, cost or damage which may arise by reason
of such claim.




(B) Landlord warrants and represents that Landlord has not dealt with any broker in
connection with the consummation of this Lease other than the Broker; and in the event any
claim is made against the Tenant relative to dealings by Landlord with brokers other than
the Broker, Landlord shall defend the claim against Tenant with counsel of Landlord’s
selection first approved by Tenant (which approval will not be unreasonably withheld or
delayed) and save harmless and indemnify Tenant on account of loss, cost or damage which may
arise by reason of such claim. Landlord agrees that it shall be solely responsible for the
payment of brokerage commissions to the Broker for the Original Term of this Lease pursuant
to a separate written agreement.




	9.8	 	Invalidity of Particular Provisions






If any term or provision of this Lease, including but not limited to any waiver of
contribution or claims, indemnity, obligation, or limitation of liability or of damages, or
the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall be valid and
be enforced to the fullest extent permitted by law.




	9.9	 	Provisions Binding, Etc






The obligations of this Lease shall run with the land, and except as herein otherwise
provided, the terms hereof shall be binding upon and shall inure to the benefit of the
successors and assigns, respectively, of Landlord and Tenant and, if Tenant shall be an
individual, upon and to his heirs, executors, administrators, successors and assigns. The
reference contained to successors and assigns of Tenant is not intended to constitute a
consent to subletting or assignment by Tenant.




	9.10	 	Recording; Confidentiality






Tenant agrees not to record the within Lease, but each party hereto agrees, on the request
of the other, to execute a so-called Notice of Lease or short form lease in form recordable
and complying with applicable law and reasonably satisfactory to both Landlord’s and
Tenant’s attorneys. In no event shall such document set forth rent or other charges payable
by Tenant under this Lease; and any such document shall expressly state that it is executed
pursuant to the provisions contained in this Lease, and is not intended to vary the terms
and conditions of this Lease.




Notwithstanding that Tenant is a public company, Tenant agrees that this Lease and the terms
contained herein will be treated as strictly confidential and except as required by law,
including, without limitation, as required to satisfy filing requirements of a public
company (or except with the written consent of Landlord) Tenant shall not disclose the same
to any third party except for Tenant’s partners, lenders, accountants and attorneys who have
been advised of the confidentiality provisions contained herein and agree to be bound by the
same. In the event Tenant is required by law to provide this Lease or disclose any of its
terms, Tenant shall give Landlord prompt notice of such requirement prior to making
disclosure so that Landlord may seek an appropriate protective order; provided, however,
that the requirements set forth in this sentence shall not apply to the disclosure of this
Lease to the extent required to satisfy filing requirements of a public company. If failing
the entry of a protective order Tenant is compelled to make disclosure, Tenant shall only
disclose portions of the Lease which Tenant is required to disclose and will exercise
reasonable efforts to obtain assurance that confidential treatment will be accorded to the
information so disclosed.




	9.11	 	Notices






Whenever, by the terms of this Lease, notice shall or may be given either to Landlord or to
Tenant, such notice shall be in writing (and no inference shall be drawn from the fact that
certain provisions of this Lease require “written notice” where others simply require
“notice”) and shall be sent by overnight commercial courier (which obtains a signature upon
delivery) or by registered or certified mail, with postage or delivery charges prepaid, as
the case may be:




If intended for Landlord, addressed to Landlord at the address set forth in Article I
of this Lease (or to such other address or addresses as may from time to time
hereafter be designated by Landlord by like notice) with a copy to Landlord,
Attention: Regional General Counsel.




If intended for Tenant, addressed to Tenant at the address set forth in Article I of
this Lease except that from and after the Premises A Commencement Date the address of
Tenant shall be the Premises (or to such other address or addresses as may from time
to time hereafter be designated by Tenant by like notice) with a copy to Tenant,
Attention: General Counsel, and a copy to Holiday Law Firm P.C., 27 Mica Lane, Suite
101, Wellesley Hills, MA 02481 Attention: Michael Holiday, Esq.




Except as otherwise provided herein, all such notices shall be effective when received;
provided, that (i) if receipt is refused, notice shall be effective upon the first occasion
that such receipt is refused, (ii) if the notice is unable to be delivered due to a change
of address of which no notice was given, notice shall be effective upon the date such
delivery was first attempted, (iii) if the notice address is a post office box number,
notice shall be effective the day after such notice is sent as provided hereinabove or (iv)
if the notice is to a foreign address, notice shall be effective five (5) business days
after such notice is sent as provided hereinabove.




Where provision is made for the attention of an individual or department, the notice shall
be effective only if the wrapper in which such notice is sent is addressed to the attention
of such individual or department.




Any notice given by an attorney on behalf of Landlord or by Landlord’s managing agent shall
be considered as given by Landlord and shall be fully effective. Any notice given by an
attorney on behalf of Tenant shall be considered as given by Tenant and shall be fully
effective.




Time is of the essence with respect to any and all notices and periods for giving notice or
taking any action thereto under this Lease to the extent that a specific time period for
such action is provided in this Lease.




	9.12	 	When Lease Becomes Binding and Authority 






Employees or agents of Landlord have no authority to make or agree to make a lease or any
other agreement or undertaking in connection herewith. The submission of this document for
examination and negotiation does not constitute an offer to lease, or a reservation of, or
option for, the Premises, and this document shall become effective and binding only upon the
execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations,
representations and understandings between Landlord and Tenant are incorporated herein and
may be modified or altered only by written agreement between Landlord and Tenant, and no act
or omission of any employee or agent of Landlord or Tenant shall alter, change or modify any
of the provisions hereof. Landlord and Tenant hereby represents and warrants to the other
that all necessary action has been taken to enter this Lease and that the person signing
this Lease on behalf of Landlord and Tenant has been duly authorized to do so.




	9.13	 	Section Headings






The titles of the Articles throughout this Lease are for convenience and reference only, and
the words contained therein shall in no way be held to explain, modify, amplify or aid in
the interpretation, construction or meaning of the provisions of this Lease.




	9.14	 	Rights of Mortgagee






Subject to the terms and conditions of this Section 9.14, the lien of this Lease shall be
subject and subordinate to the lien of any mortgage now or hereafter on the Site or the
Building, or both, and to each advance made or hereafter to be made under any mortgage, and
to all renewals, modifications, consolidations, replacements and extensions thereof and all
substitutions therefor, provided that, as a condition precedent to such subordination, the
holder of any mortgage hereafter encumbering the Building agrees in writing, in recordable
form, to recognize this Lease and the rights of Tenant under this Lease so long as there is
no Event of Default and Tenant attorns to the mortgagee and its successors, pursuant to the
terms and conditions of a subordination, non-disturbance and attornment agreement in the
customary form required by such holder, with such commercially reasonable changes as Tenant
may request (“SNDA”). In the event that any mortgagee or its respective successor in title
shall succeed to the interest of Landlord, then, this Lease shall nevertheless continue in
full force and effect and Tenant shall and does hereby agree to attorn to such mortgagee or
successor and to recognize such mortgagee or successor as its landlord. If any holder of a
mortgage which includes the Premises, executed and recorded prior to the date of this Lease,
shall so elect, this Lease and the rights of Tenant hereunder, shall be superior in right to
the rights of such holder, with the same force and effect as if this Lease had been
executed, delivered and recorded, or a statutory notice hereof recorded, prior to the
execution, delivery and recording of any such mortgage. The election of any such holder
shall become effective upon either notice from such holder to Tenant in the same fashion as
notices from Landlord to Tenant are to be given hereunder or by the recording in the
appropriate registry or recorder’s office of an instrument in which such holder subordinates
its rights under such mortgage to this Lease.




Landlord hereby represents that as of the date of this Lease, there is no mortgage or ground
lease currently encumbering the Building.




	9.15	 	Status Reports and Financial Statements 






(A) Recognizing that either party may find it necessary to establish to third parties, such
as accountants, banks, potential or existing mortgagees, potential purchasers, transferees,
subtenants, assignees or the like, the then current status of performance hereunder, each
party, on the request of the other made from time to time, will promptly furnish to the
other, or any existing or potential holder of any mortgage encumbering the Premises, the
Building, the Site and/or the Property or any potential purchaser, transferees, subtenants,
assignees or the like of this Lease, or of all or a portion of the Premises, the Building,
the Site and/or the Property (each an “Interested Party”), a statement of the status of any
matter pertaining to this Lease, including, without limitation, acknowledgments that (or the
extent to which) each party is in compliance with its obligations under the terms of this
Lease. Any such status statement delivered by Tenant and/or Landlord pursuant to this
Section 9.15(A) may be relied upon by any Interested Party but without such statement
amending or modifying any of the terms of this Lease.




(B) For so long as Tenant is a publicly-traded entity and timely files its financial
statements with the Securities and Exchange Commission under and with Forms 10Q and 10K,
Tenant shall have no obligation to deliver financial statements to Landlord. In the event
that Tenant ceases to be a publicly-traded entity for reporting purposes, Tenant shall
deliver to Landlord, or any Interested Party designated by Landlord, upon Landlord’s written
request given not more than once in any 12-month period, Tenant’s most recent audited
financial statements of Tenant, or if Tenant does not have its financials audited, Tenant
shall provide financial statements certified by the appropriate accounting or finance
officer of Tenant, including, but not limited to, a balance sheet, income statement and cash
flow statements which financial statements shall include sufficient detail and information
for Landlord to assess Tenant’s financial condition. Such financial statements may, as
requested by Landlord, include financial statements for the past three (3) years (if
available), and any such status statement and/or financial statement delivered by Tenant
pursuant to this Section 9.15 may be relied upon by any Interested Party. Landlord and any
Interested Party to whom Tenant directly provides such information shall keep any non-public
information provided by Tenant pursuant to this Section 9.15(B) confidential, and shall not
disclose the same other than (i) on a need to know basis to Landlord’s officers, employees
and consultants (or to any of the Interested Parties), all of whom shall be instructed to
keep such information confidential, or (ii) to the extent required by applicable law or by
any administrative, governmental or judicial proceeding.




	9.16	 	Landlord’s Self-Help






If Tenant shall at any time default in the performance of any obligation under this Lease
beyond notice and the expiration of any applicable cure periods as expressly set forth in
this Lease (although notice and cure shall not be required either in an emergency or where
Tenant has alleged in written notice to Landlord that an unsafe or dangerous condition
exists), Landlord shall have the right, but shall not be obligated, to enter upon the
Premises and to perform such obligation notwithstanding the fact that no specific provision
for such substituted performance by Landlord is made in this Lease with respect to such
default. In performing such obligation, Landlord may make any payment of money or perform
any other reasonable act. All sums so paid by Landlord (together with interest at the rate
of two and one-half percentage points over the then prevailing prime rate in Boston as set
by Bank of America, N.A., or its successor (but in no event greater than the maximum rate
permitted by applicable law) (the “Applicable Rate”) and all costs and expenses in
connection with the performance of any such act by Landlord, shall be deemed to be
Additional Rent under this Lease and shall be payable to Landlord immediately on demand.
Landlord may exercise the foregoing rights without waiving any other of its rights or
releasing Tenant from any of its obligations under this Lease.




	9.17	 	Holding Over






Any holding over by Tenant after the expiration of the term of this Lease shall be treated
as a tenancy at sufferance and shall be on the terms and conditions as set forth in this
Lease, as far as applicable except that Tenant shall pay as a use and occupancy charge an
amount equal to (i) for the first thirty (30) days of such holdover at the greater of (x)
150% of the Annual Fixed Rent and Additional Rent calculated (on a daily basis) at the
highest rate payable under the terms of this Lease, or (y) the fair market rental value of
the Premises; and (ii) thereafter, at the greater of (a) 200% of the Annual Fixed Rent and
Additional Rent calculated (on a daily basis) at the highest rate payable under the terms of
this Lease, or (b) the fair market rental value of the Premises, in each case for the period
measured from the day on which Tenant’s hold-over commences and terminating on the day on
which Tenant vacates the Premises. In addition, Tenant shall save Landlord, its agents and
employees harmless and will exonerate, defend and indemnify Landlord, its agents and
employees from and against any and all damages which Landlord may suffer on account of
Tenant’s hold-over in the Premises after the expiration or prior termination of the Term of
this Lease; provided, however, Tenant shall not be liable for indirect or consequential
damages suffered by Landlord on account of any such holding over by Tenant unless such
holding over continues for more than thirty (30) days after the expiration of the Term of
this Lease. Nothing in the foregoing nor any other term or provision of this Lease shall be
deemed to permit Tenant to retain possession of the Premises or hold over in the Premises
after the expiration or earlier termination of the Lease Term. All of Tenant’s Property
which remains in the Building or the Premises after the expiration or termination of this
Lease shall be conclusively deemed to be abandoned and may either be retained by Landlord as
its property or sold or otherwise disposed of in such manner as Landlord may see fit. If any
part thereof shall be sold, then Landlord may receive the proceeds of such sale and apply
the same, at its option against the expenses of the sale, the cost of moving and storage,
any arrears of rent or other charges payable hereunder by Tenant to Landlord and any damages
to which Landlord may be entitled under this Lease and at law and in equity.




	9.18	 	Extension Option






(A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that
both at the time of exercise of the option to extend and as of the commencement of the
Extended Term in question (i) there exists no Event of Default (defined in Section 7.1),
(ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned
this Lease nor sublet more than thirty percent (30%) of the Premises (except for an
assignment or subletting permitted without Landlord’s consent under Section 5.6.4 hereof
and/or occupancy by a Permitted Occupant pursuant to Section 5.6.7), Tenant shall have the
right to extend the Term hereof upon all the same terms, conditions, covenants and
agreements herein contained (except for the Annual Fixed Rent and the Base Operating
Expenses and Base Taxes which shall be adjusted during the option period as hereinbelow set
forth) for one (1) period of five (5) years as hereinafter set forth. The option period is
sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the
contrary Landlord has no obligation to make any additional payment to Tenant in respect of
any construction allowance or the like or to perform any work to the Premises as a result of
the exercise by Tenant of such option.




(B) If Tenant desires to exercise said option to extend the Term, then Tenant shall give
notice to Landlord (the “Extension Exercise Notice”), not earlier than twenty-one (21)
months nor later than fifteen (15) months prior to the expiration of the Term as it may have
been previously extended hereunder of Tenant’s election to extend together with a request
for Landlord’s quotation of the Prevailing Market Rent (as defined in Exhibit K attached
hereto) for the Premises as of the commencement date of the extension period, such quotation
to be based on the use of the Premises as first class office space utilizing properties of a
similar character within the Boston West Suburban market (including premises within the
Property if at the time such quotation is requested such premises shall be available for
rent). Within thirty (30) days after Landlord’s receipt of the Extension Exercise Notice,
Landlord shall provide Landlord’s quotation to Tenant of a proposed Prevailing Market Rent
for the Premises for the Extended Term (“Landlord’s Rent Quotation”). If at the expiration
of thirty (30) days after the date when Landlord provides such quotation to Tenant (the
“Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of
the Prevailing Market Rent for such Extended Term and executed a written instrument
extending the Term of this Lease pursuant to such agreement, then Tenant shall have the
right, for a thirty (30) days following the expiration of the Negotiation Period, to make a
written request to Landlord for a broker determination (the “Broker Determination”) of the
Prevailing Market Rent (as defined in Exhibit K) for such Extended Term, which Broker
Determination shall be made in the manner set forth in Exhibit K. If Tenant does not timely
request the Broker Determination, then Annual Fixed Rent for the Premises during the
Extended Term shall be equal to Landlord’s Rent Quotation for Annual Fixed Rent.




(C) Upon the giving of the Exercise Notice by Tenant to Landlord exercising Tenant’s option
to extend the Lease Term in accordance with the provisions of Section 9.18(B) above, then
this Lease and the Lease Term hereof shall automatically be deemed extended for the Extended
Term, without the necessity for the execution of any additional documents (except that
Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual
Fixed Rent for the Premises for the Extended Term as determine in the relevant manner set
forth in this Section 9.18) upon all of the same terms and conditions in this Lease, except
that (i) the Annual Fixed Rent for the Premises for the Extended Term shall be the amount
determined pursuant to this Section 9.18; (ii) during the Extended Term, the Base Operating
Expenses will be the Landlord’s Operating Expenses for the calendar year in which the
Extended Term commences and the Base Taxes will be the Landlord’s Tax Expenses for the
fiscal tax year in which the Extended Term commences; (iii) the only extension option shall
be the one set forth in this Section 9.18; and (iv) all references herein to the Term or the
term of this Lease shall be construed as referring to the Term, as so extended, unless the
context clearly otherwise requires.




	9.19	 	Security Deposit 






Concurrently with the execution of this Lease, Tenant shall pay to Landlord a security
deposit in the amount of Three Hundred Sixteen Thousand Five Hundred Eighty and 84/100
Dollars ($316,580.84) and Landlord shall hold the same, throughout the Term of this Lease
(including the Extended Term, if applicable), unless sooner returned to Tenant as provided
in this Section 9.19, as security for the performance by Tenant of all obligations on the
part of Tenant to be performed under this Lease. Such deposit shall be in the form of an
irrevocable, unconditional, negotiable letter of credit (the “Letter of Credit”). The Letter
of Credit shall (i) be issued by and drawn on a bank reasonably approved by Landlord and at
a minimum having a long term issuer credit rating from Standard and Poor’s Professional
Rating Service of A or a comparable rating from Moody’s Professional Rating Service, (ii) be
substantially in the form attached hereto as Exhibit G or such other form as is reasonably
approved by Landlord, (iii) permit one or more draws thereunder to be made accompanied only
by certification by Landlord or Landlord’s managing agent that pursuant to the terms of this
Lease, Landlord is entitled to draw upon such Letter of Credit, (iv) permit transfers at any
time without charge, and (v) provide that any notices to Landlord be sent to the notice
address provided for Landlord in this Lease. If the credit rating for the issuer of such
Letter of Credit falls below the standard set forth in (i) above or if the financial
condition of such issuer changes in any other material adverse way, Landlord shall have the
right to require that Tenant provide a substitute letter of credit that complies in all
respects with the requirements of this Section, and Tenant’s failure to provide the same
within thirty (30) days following Landlord’s written demand therefor shall entitle Landlord
to immediately draw upon the Letter of Credit. Any such Letter of Credit shall be for a term
of two (2) years (or for one (1) year if the issuer thereof regularly and customarily only
issues letters of credit for a maximum term of one (1) year) and shall in either case
provide for automatic renewals through the date which is ninety (90) days subsequent to the
scheduled expiration of this Lease (as the same may be extended) or if the issuer will not
grant automatic renewals, the Letter of Credit shall be renewed by Tenant each year and each
such renewal shall be delivered to and received by Landlord not later than sixty (60) days
before the expiration of the then current Letter of Credit (herein called a “Renewal
Presentation Date”). In the event of a failure to so deliver any such renewal Letter of
Credit on or before the applicable Renewal Presentation Date, Landlord shall be entitled to
present the then existing Letter of Credit for payment and to receive the proceeds thereof,
which proceeds shall be held as Tenant’s security deposit, subject to the terms of this
Section 9.19. Any failure or refusal to honor the Letter of Credit shall be at Tenant’s sole
risk and shall not relieve Tenant of its obligation hereunder with regard to the security
deposit. Upon the occurrence of any default of Tenant beyond notice (the delivery of which
shall not be required for purposes of this Section 9.19 if Landlord is prevented or
prohibited from delivering the same under applicable law, including, but not limited to, all
applicable bankruptcy and insolvency law) and the expiration of any applicable cure periods
(except that no notice and cure period shall be required for purposes of this Section 9.19
with respect to any default by Tenant hereunder if, at the time of such default, any of the
events set forth in Section 7.1(a) clauses (vii) or (viii) shall have occurred with or
without the acquiescence of Tenant), Landlord shall have the right from time to time without
prejudice to any other remedy Landlord may have on account thereof, to draw on all or any
portion of such deposit held as a Letter of Credit and to apply the proceeds of such Letter
of Credit or any cash held as such deposit, or any part thereof, to Landlord’s damages
arising from such default on the part of Tenant under the terms of this Lease. If Landlord
so applies all or any portion of such deposit, Tenant shall within seven (7) days after
notice from Landlord deposit cash with Landlord in an amount sufficient to restore such
deposit to the full amount stated in this Section 9.19. While Landlord holds any cash
deposit Landlord shall have no obligation to pay interest on the same and shall have the
right to commingle the same with Landlord’s other funds. Neither the holder of a mortgage
nor the lessor in a ground lease on property which includes the Premises shall ever be
responsible to Tenant for the return or application of any such deposit, whether or not it
succeeds to the position of Landlord hereunder, unless and except to the extent such deposit
shall have been received in hand by such holder or ground lessor.




Tenant not then being in default after notice and the expiration of the applicable cure
period, including the payment of all Annual Fixed Rent, Landlord shall promptly return the
deposit, or so much thereof as shall not have theretofore been applied in accordance with
the terms of this Section 9.19, to Tenant on the expiration or earlier termination of the
term of this Lease (as the same may have been extended) and surrender of possession of the
Premises by Tenant to Landlord in the condition required in the Lease at such time.




If, as of the fifth anniversary of the Premises B Commencement Date (the “Reduction Review
Date”), (i) there is no Event of Default in existence and there has not been any monetary or
material non-monetary Event of Default by Tenant during the one year period prior to such
Reduction Review Date, and (ii) Landlord has not previously drawn upon the Letter of Credit
(the “Reduction Conditions”), the amount of the Letter of Credit shall be reduced by One
Hundred Fifty-Eight Thousand Two Hundred Ninety and 42/100 Dollars ($158,290.42) (“Reduction
Amount”). If Tenant believes that it has satisfied all of the Reduction Conditions, then it
shall request such reduction in writing to Landlord, which request shall certify to Landlord
that all such Reduction Conditions have been satisfied. Promptly after Landlord’s receipt
of Tenant’s request for a reduction of the Letter of Credit for the Reduction Amount,
Landlord shall determine whether all of the Reduction Conditions are met and, if so,
Landlord shall, at Tenant’s election, effect the return of the Reduction Amount by either
accepting an amendment to the Letter of Credit which Landlord is then holding (which
amendment shall be in form and substance reasonably acceptable to Landlord and in compliance
with this Section 9.19) or by exchanging the Letter of Credit which Landlord is then holding
for a substitute Letter of Credit complying with the requirements of this Section 9.19 in
the appropriate amount. No Letter of Credit shall automatically reduce, but any reduction
in the amount thereof shall require Landlord’s prior written notice or consent to the issuer
of the Letter of Credit of the reduced amount.




	9.20	 	Late Payment






Subject to the last sentence hereof, if Landlord shall not have received any payment or
installment of Annual Fixed Rent, Operating Expenses Allocable to the Premises, Landlord’s
Tax Expenses Allocable to the Premises, electricity charges or similar regular recurring
payments of Additional Rent due from Tenant under this Lease (the “Outstanding Amount”) on
or before the date on which the same first becomes payable under this Lease (the “Due
Date”), the amount of such payment or installment shall incur a late charge equal to the sum
of: (a) five percent (5%) of the Outstanding Amount for administration and bookkeeping costs
associated with the late payment and (b) interest on the Outstanding Amount from the Due
Date through and including the date such payment or installment is received by Landlord, at
a rate equal to the lesser of (i) the rate announced by Bank of America, N.A. (or its
successor) from time to time as its prime or base rate (or if such rate is no longer
available, a comparable rate reasonably selected by Landlord), plus two percent (2%), or
(ii) the maximum applicable legal rate, if any. Such interest shall be deemed Additional
Rent and shall be paid by Tenant to Landlord upon demand. Landlord agrees to waive the late
charge due hereunder for the first late payment by Tenant under this Lease each calendar
year, provided that Landlord receives such payment from Tenant within five (5) business days
after notice to Tenant of such nonpayment.




	9.21	 	Building Renovation






Subject to and conditioned upon Landlord’s receipt of all necessary licenses, permits and
approvals, which Landlord covenants to diligently file for and use reasonable efforts to
obtain, Landlord shall, at Landlord’s expense, perform the renovation work set forth on
Exhibit F attached hereto and incorporated herein (the “Building Renovations Work”)
substantially in accordance with plans and specifications prepared by Landlord. Landlord
covenants the expenses and cost therefor in permitting, constructing and completing such
Building Renovations Work shall not be included in Operating Expenses hereunder in this
Lease; it being expressly understood and agreed that, after the completion of construction
thereof, the costs and expenses to operate and maintain such Building Renovations Work shall
be includable in Operating Expenses, pursuant to the terms and provisions of Section 2.6 of
this Lease.




Subject to any prevention, delay or stoppage due to events of Force Majeure or attributable
to any acts, omissions or interference by Tenant or any of Tenant’s agents, employees or
contractors, Landlord shall use reasonable speed and diligence in the construction and
completion of the Building Renovations (the “Building Renovation Work”) so as to have the
Building Renovations Work substantially completed on or prior to Scheduled Completion Dates
for each such Building Renovations Work set forth on such Exhibit F, provided, however, the
failure of the Building Renovations Work to be substantially completed by the respective
Scheduled Completion Dates set forth on Exhibit F shall in no way affect the validity of
this Lease or the obligations of Tenant hereunder and Tenant shall not have any claim
against Landlord, and Landlord shall have no liability to Tenant, by reason thereof.




	9.22	 	Tenant’s Payments






Each and every payment and expenditure, other than Annual Fixed Rent, shall be deemed to be
Additional Rent or additional rent hereunder, whether or not the provisions requiring
payment of such amounts specifically so state, and shall be payable, unless otherwise
provided in this Lease, within thirty (30) days after written demand by Landlord, and in the
case of the non-payment of any such amount, Landlord shall have, in addition to all of its
other rights and remedies, all the rights and remedies available to Landlord hereunder or by
law in the case of non-payment of Annual Fixed Rent (except as otherwise provided in
Section 9.20). Unless expressly otherwise provided in this Lease, the performance and
observance by Tenant of all the terms, covenants and conditions of this Lease to be
performed and observed by Tenant shall be at Tenant’s sole cost and expense. Except with
respect to payment obligations of Tenant that are subject to Tenant’s rights under
Section 2.8 of this Lease (which shall be subject to the terms and conditions of such
Section 2.8), if Tenant has not objected to any statement of Additional Rent which is
rendered by Landlord to Tenant within one hundred eighty (180) days after Landlord has
rendered the same to Tenant, then the same shall be deemed to be a final account between
Landlord and Tenant not subject to any further dispute. Notwithstanding anything in this
Lease to the contrary, if Landlord or any affiliate of Landlord has elected to qualify as a
real estate investment trust (“REIT”), any service required or permitted to be performed by
Landlord pursuant to this Lease, the charge or cost of which may be treated as impermissible
tenant service income under the laws governing a REIT, may be performed (at no additional
cost or charge to Tenant) by a taxable REIT subsidiary that is affiliated with either
Landlord or Landlord’s property manager, an independent contractor of Landlord or Landlord’s
property manager (the “Service Provider”). If Tenant is subject to a charge under this Lease
for any such service, then, at Landlord’s direction, Tenant will pay such charge either to
Landlord for further payment to the Service Provider or directly to the Service Provider,
and, in either case, (i) Landlord will credit such payment against Additional Rent due from
Tenant under this Lease for such service, and (ii) such payment to the Service Provider will
not relieve Landlord from any obligation under the Lease concerning the provisions of such
service.




	9.23	 	Waiver of Trial By Jury 






To induce the other party to enter into this Lease, each of Landlord and Tenant hereby
waives any right to trial by jury in any action, proceeding or counterclaim brought by
either Landlord or Tenant on any matters whatsoever arising out of or any way connected with
this Lease, the relationship of the Landlord and the Tenant, the Tenant’s use or occupancy
of the Premises and/or any claim of injury or damage, including but not limited to, any
summary process eviction action.



	 	 	 	 	 
	 	9.24	 	 	Electronic Signatures

	 	 	 	 	 

	 	 	 	 	The parties acknowledge and agree that this Lease may be executed by

electronic signature, which shall be considered as an original signature

for all purposes and shall have the same force and effect as an original

signature.  Without limitation, “electronic signature” shall include

faxed versions of an original signature or electronically scanned and

transmitted versions (e.g., via pdf) of an original signature.

	 	9.25	 	 	Governing Law

	 	 	 	 	 








This Lease shall be governed exclusively by the provisions hereof and by the law of the
Commonwealth of Massachusetts, as the same may from time to time exist.




	9.26	 	Light and Air






Tenant agrees that no diminution of light, air or view by any structure (inside or outside
the Building) which may hereafter be erected or modified (whether or not by Landlord) shall
entitle Tenant to any reduction of rent hereunder, result in any liability of Landlord to
Tenant, or in any other way affect this Lease. Landlord agrees that no future structure
erected by or on behalf of Landlord on any land immediately adjacent to the Site shall
materially adversely affect Tenant’s access to or use of the Premises, the Building or the
common facilities described in Section 2.1 of this Lease (subject to temporary construction
from time to time).




	9.27	 	Name of Building






Tenant shall not use the name of the Building or Office Park for any purpose other than as
the address of the business conducted by Tenant in the Premises without the written consent
of Landlord. Landlord reserves the right to change the name of the Building and/or the
Office Park at any time in its sole discretion by written notice to Tenant and Landlord
shall not be liable to Tenant for any loss, cost or expense on account of any such change of
name.




	9.28	 	Waiver of Landlord’s Lien.






In connection with the foregoing reservation of remedies by Landlord in Section 7.1(f) of
this Lease, notwithstanding anything to the contrary contained in this Lease, either
expressed or implied, other than as shall result from a final non-appealable judicial order
against Tenant and subject to the terms of this Section 9.28, Landlord shall at no time have
any statutory security interest, lien or other such right with respect to any property of
Tenant and/or Tenant’s Property, whether located in, on or about the Premises, or otherwise,
and Tenant may remove any such property of Tenant from the Premises at any time. The
foregoing waiver shall not apply to Landlord’s rights to pursue any and all rights and
remedies available to Landlord in connection with any bankruptcy, insolvency,
reorganization, liquidation, creditors’ rights or similar proceedings involving Tenant and
Tenant’s rights or obligations under this Lease (including any of the proceedings described
in clauses (vii) or (viii) of Section 7.1(a) above of this Lease).




	9.29	 	Payment of Litigation Expenses






In the event of litigation or other legal proceeding between Landlord and Tenant relating to
the provisions of this Lease or Tenant’s occupancy of the Premises, the losing party shall,
upon demand, reimburse the prevailing party for its reasonable costs of prosecuting and/or
defending such proceeding (including, without limitation, reasonable attorneys’ fees).




	9.30	 	Force Majeure






As used in this Lease, “Force Majeure” shall mean, collectively and individually, strike,
lockout or other labor trouble, fire or other casualty, governmental pre-emption of
priorities or other controls in connection with a national or other public emergency or
shortages of fuel, supplies or labor, breakdown, accident, or because of war or other
emergency (including severe weather emergency), any governmental restriction, inability to
obtain or delays in obtaining materials or supplies, acts of God, acts of terrorism, acts of
war or civil insurrection, or (i) in the case of repair or restoration or other services or
utilities to be furnished by Landlord or other obligations of Landlord under this Lease, any
cause beyond Landlord’s reasonable control, or any cause due to any wrongful act of Tenant
or any Tenant Party, but shall not include any inability to finance the cost of furnishing
or performing the same, or (ii) in the case of a repair or restoration obligation of Tenant,
any cause beyond Tenant’s reasonable control, or any cause due to any wrongful act of
Landlord or any Landlord Party, but shall not include any inability to finance the cost of
furnishing or performing the same. With respect to any obligations of Landlord under this
Lease and with respect only to Tenant’s repair and restoration obligations under this Lease,
neither Landlord nor Tenant shall be liable for failure to furnish or perform the same, nor
shall the same constitute a default hereunder, when it is prevented from doing so by reason
of Force Majeure; and any measured time period shall be extended by the period during which
Landlord or Tenant is so prevented.




	9.31	 	Card Access to Premises






Tenant shall have the right to install in the Premises its own card key access system,
and/or security systems, within and to the Premises, provided (i) Tenant obtains Landlord’s
prior written consent in accordance with Section 5.12 of this Lease, (ii) such system is
compatible with any security system installed by Landlord and will not adversely affect any
of the Building systems, and (iii) Tenant’s employees will still be required to use the
Landlord’s access control cards for access to the Building and the Amenities. Tenant shall
provide Landlord with a “master” card key so that Landlord shall have access through each
entry door of the Premises. Tenant agrees to remove Tenant’s card key access system, and/or
security systems, at the end of the Term of this Lease and without any additional notice
from Landlord, in conformance with such requirements of Section 5.12, as a Required
Removable.



[signatures on next page]






1






EXECUTED in two or more counterparts each of which shall be deemed to be an original.



	 	 	 
	WITNESS:
	 	LANDLORD:

	/s/ Mathew Murray
	 	BP BAY COLONY LLC, a Delaware limited liability company

BY: BP BAY COLONY HOLDINGS LLC, a Delaware limited

liability company, its sole member

BY: BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware

limited partnership, its member

BY: BOSTON PROPERTIES, INC., a Delaware Corporation, its

general partner

BY:       /s/ David Provost

	 	 	 

	 	 	Name:        David Provost

	 	 	 

	 	 	Title: SVP of Leasing

	 
	 	 







	 	 	 
	WITNESS:	 	 	TENANT:
	/s/Paul Cohen	 	 	LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation
	 	 	 	 	 	By: /s/ Donald M. Muir
	 	 	 	 	 	Name: Donald M. Muir
	 	 	 	 	 	Title: Chief Financial Officer
	 	 	 	 	 	As its Chief Financial Officer, hereunto duly
	 	 	 	 	 	authorized and not individually and without
	 	 	 	 	 	personal liability
	EXHIBIT A





DESCRIPTION OF OFFICE PARK




Parcel I:



That certain parcel of land situate in Waltham in the County of Middlesex, Commonwealth of
Massachusetts, described as follows:




Northeasterly by Winter Street, eight hundred sixty-six and 87/100 feet;




Easterly by land now or formerly of City of Cambridge, four hundred forty-two and 93/100
feet;




Southwesterly by land now or formerly of Waltham Resources Corp., ten hundred and fifty
feet; and




Northerly, by three lines measuring together, four hundred fourteen and 19/100 feet,




Northwesterly, by three lines measuring together, seven hundred forty-three and 28/100 feet,




Southwesterly, being a curving line, three hundred sixty-four and 63/100 feet,




Northwesterly, one hundred forty and 15/100 feet,




Northeasterly, ninety-two and 37/100 feet,




Northwesterly, twenty feet,




Northeasterly, three hundred and eighty-three feet, and




Northwesterly, twenty feet, all by Lot 6 as shown on plan hereinafter mentioned.



Said parcel is shown as Lot 5, Sheet 4, on said plan. (Plan No. 41218C).



All of said boundaries are determined by the Land Court to be located as shown on a subdivision
plan, as approved by the Land Court, filed in the Land Registration Office, a copy of which is
filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration
Book 1051, Page 79, with Certificate 184229.



Parcel II:



That certain parcel of land situate in Waltham in the County of Middlesex, Commonwealth of
Massachusetts, described as follows:




Northeasterly, by Winter Street, four hundred and one feet,




Southeasterly, twenty feet,




Southwesterly, three hundred and eighty-three feet,




Southeasterly, twenty feet,




Southwesterly, ninety-two and 37/100 feet,




Southeasterly, one hundred forty and 19/100 feet,




Northeasterly, being a curving line, three hundred sixty-four and 63/100 feet,




Southeasterly, by three lines measuring together, seven hundred forty-three and 28/100 feet,
and




Southerly, by three lines measuring together, four hundred fourteen and 19/100 feet, all by
Lot 5 as shown on plan hereinafter mentioned;




Southwesterly by land now or formerly of Waltham Resources Corp., four hundred eighty-nine
and 18/100 feet,




Northerly, four hundred twelve and 10/100 feet, and




Northwesterly, three hundred twenty-six and 44/100 feet, by Lot 7 on said plan; and




Northeasterly, thirteen and 10/100 feet,




Northwesterly, three hundred seventy-nine and 63/100 feet,




Northwesterly, again, four hundred forty-seven and 33/100 feet,




Northeasterly, two hundred five and 91/100 feet, and




Northwesterly, twenty feet, all by Lot 8 on said plan.



Said parcel is shown as Lot 6, Sheet 3, on said plan, (Plan No. 41218C).



All of said boundaries are determined by the Land Court to be located as shown on a subdivision
plan, as approved by the Land Court, filed in the Land Registration Office, a copy of which is
filed in the Registry of Deeds for the South Registry District of Middlesex County in Registration
Book 1051, Page 79, with Certificate 184229.



Parcel III:



Those certain parcels of land situate in Waltham in the County of Middlesex, Commonwealth of
Massachusetts, being shown as Lots 10 and 11 on a plan entitled “Land Court Plan of Land in
Waltham, Mass., Prepared for: London & Leeds Development Corp., scale: 1”-80’, dated May 2, 1995,
prepared by Schofield Brothers of New England, Inc., 1071 Worcester Road, Framingham, Mass. 01701,
filed in the Land Registration Office as Land Court Plan No. 41218E.



Parcel IV (Appurtenant Rights):



TOGETHER WITH the rights, easements, benefits and appurtenances in the following instruments:




	A.	 	Declaration of Easement dated April 30, 1984 and filed with the Middlesex South Registry
District of the Land Court as Document Number 661086.






	B.	 	Declaration of Restrictions dated October 20, 1983 and recorded with the Middlesex South
Registry of Deeds at Book 15274, Page 590.






	C.	 	Grant of Utility Easements dated October 20, 1983 and recorded with the Middlesex South
Registry of Deeds at Book 15274, Page 577 and filed with the Middlesex South Registry District
of the Land Court as Document Number 649824.






	D.	 	License Agreement dated June 8, 1984 and recorded with the Middlesex South Registry of Deeds
at Book 15651, Page 171.






	E.	 	Declaration of Easements and Covenants dated October 30, 1986 and filed with the Land Court
as Document number 726257; as amended by First Amendment of Declaration of Easements and
Covenants dated December 15, 1997 and filed with the Land Court as Document Number 1049953.






	F.	 	Grant of Drainage Easements dated October 20, 1983 and recorded with the Registry of Deeds at
Book 15274, Page 597.






2