Exhibit 10.2


 


John Hancock Tower


200 Clarendon Street


Boston, Massachusetts 
02117


 


Eighteenth Amendment to Lease


 


This
Eighteenth Amendment to Lease (this “Amendment”)
is made as of this 29th day of July, 2008 (the “Effective Date”), by and between (i) 100 & 200 Clarendon LLC, a
Delaware limited liability company (“Landlord”),
and (ii) CRA International, Inc.,
a Massachusetts corporation, formerly known as Charles River Associates
Incorporated (“Tenant”).


 


RECITALS


 


A.            Landlord and Tenant are
parties to that certain Lease dated as of March 1, 1978 (the “Original Lease”)  as amended by that certain First Amendment of Lease dated
as of December 16, 1981 (the “First
Amendment”), as further amended by that certain Second Amendment of
Lease dated as of February 24, 1984 (the “Second Amendment”), as further amended by that certain Third
Amendment of Lease dated as of February 28, 1985 (the “Third Amendment”), as further amended by
that certain Fourth Amendment of Lease dated as of February 7, 1986 (the “Fourth Amendment”), as further amended by
that certain Fifth Amendment of Lease dated as of February 13, 1987 (the “Fifth Amendment”), as further amended by
that certain Sixth Amendment of Lease dated as of August 24, 1987 (the “Sixth Amendment”), as further amended by
that certain Seventh Amendment of Lease dated as of January 31, 1990 (the “Seventh Amendment”), as further amended by
that certain Eighth Amendment of Lease dated as of December 31, 1991 (the “Eighth Amendment”), as further amended by
that certain Ninth Amendment of Lease dated as of September 2, 1992 (“Ninth Amendment”), as further amended by
that certain Tenth Amendment of Lease dated as of August 24, 1995 (the “Tenth Amendment”), as further amended by
that certain Eleventh Amendment of Lease dated as of November 25, 1996
(the “Eleventh Amendment”), as
further amended by that certain Twelfth Amendment of Lease dated as of March 19,
1998 (the “Twelfth Amendment”), as
further amended by that certain Thirteenth Amendment of Lease dated as of August 13,
1999 (the “Thirteenth Amendment”),
as further amended by that certain Fourteenth Amendment of Lease dated as of April 20,
2000 (the “Fourteenth Amendment”),
as further amended by that certain Fifteenth Amendment of Lease dated as of June 7,
2002 (the “Fifteenth Amendment”),
as further amended by that certain Sixteenth Amendment of Lease dated as of April 23,
2004 (the “Sixteenth Amendment”),
and as further amended by that certain Seventeenth Amendment of Lease dated as
of February 6, 2008 (the “Seventeenth
Amendment”) (the Original Lease, together with the First Amendment,
Second Amendment Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment, Seventh Amendment, Eighth Amendment, Ninth Amendment, Tenth
Amendment, Eleventh Amendment, Twelfth Amendment, Thirteenth Amendment,
Fourteenth Amendment, Fifteenth Amendment, Sixteenth Amendment, and Seventeenth
Amendment, the “Existing Lease”),
pursuant to which Tenant leases approximately 28,129 rentable square feet of
space located on Floor 26, 6,000 rentable square feet of space located Floor
31, 28,803 rentable square feet of space located on Floor 32, and 28,492
rentable square feet of space located on Floor 33 for a total area of 91,424 


 


1

















 


rentable square feet (the “Premises”), as shown on Exhibit A attached hereto,  of that certain office building located at
200 Clarendon Street, Boston, Massachusetts 02117 (the “Building”). 
Any capitalized terms used herein not otherwise defined shall have the
respective meanings ascribed to them in the Existing Lease.


 


B.            Landlord and Tenant hereby
desire to amend the Existing Lease on the terms and conditions set forth in
this Amendment.  The Existing Lease, as
amended by this Amendment, shall be referred to herein as the “Lease”.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Landlord and Tenant hereby agree as follows:


 


1.             Extension of Lease Term.  The Term with respect to the Premises currently
expires on August 31, 2009 (the “Existing
Expiration Date”).  Upon the
mutual execution and delivery of this Amendment, the Term with respect to the
Premises is hereby extended from the Existing Expiration Date to March 31,
2015 (the “New Expiration Date”).  The period from the first day immediately
after the Existing Expiration Date through the New Expiration Date with respect
to the Premises shall be referred to herein as the “18th Amendment Extended Term”. 
During the 18th Amendment Extended Term, all references in the Existing
Lease to the term “Term” with
respect to the Premises shall be deemed to refer to the 18th Amendment Extended
Term.  All references in this Amendment
to “Term” shall mean any period
during which this Lease is in effect.  During
the 18th Amendment Extended Term, Tenant shall lease the Premises on all of the
same terms and conditions set forth in the Lease, except as otherwise set forth
herein.


 


Pursuant to Section 9
of the Ninth Amendment, as amended by Section 7 of the Sixteenth
Amendment, Tenant has an Option to Extend the Term of the Lease.  Landlord and Tenant acknowledge that by
entering into this Amendment, Tenant is hereby exercising the aforementioned
Option to Extend the Term, and that except as set forth in Section 8
below, Tenant shall have no further rights to extend the Term of the
Lease.  Notwithstanding the foregoing, if
Tenant elects to terminate this Amendment pursuant to the terms and conditions
set forth in Section 20 hereof, then, and only in that event, Tenant shall
retain the Option to Extend the Term of the Lease set forth in Section 9
of the Ninth Amendment, as amended by Section 7 of the Sixteenth
Amendment, except that the Exercise Date, as defined in Section 7 of the
Sixteenth Amendment, shall be not later than one hundred twenty (120) days
after the Effective Date set forth above.


 


2.             Base Rent.  From and
after the mutual execution of this Amendment until the Existing Expiration
Date, and in addition to all other charges payable under the Lease, Tenant
shall continue to pay the monthly Base Rent with respect to the Premises in
accordance with the terms and provisions of the Existing Lease.  During the 18th Amendment Extended Term,
Tenant shall pay the Base Rent for the Premises in the amount of $6,171,120.00
per annum ($514,260.00 per month; $67.50 per rentable square foot of the
Premises) in accordance with the terms of Paragraph 1 of the Existing Lease.


 


2

















 


3.             Waived Rent.  Notwithstanding anything herein which may be
construed to the contrary, provided there is no event of monetary or material
non-monetary default by Tenant existing under the Lease, beyond all applicable
notice and cure periods (an “Uncured Major
Default”), at any time during the below-listed time periods in the
18th Amendment Extended Term (the “Waiver
Periods”), the monthly amount of Base Rent is hereby waived by
Landlord (the “Waived Rent”) as
set forth below.  The foregoing waivers
shall not affect Tenant’s obligation to pay additional rent or any other
charges payable by Tenant under the Lease.


 


	
  Waiver Periods

  	
   

  	
  Waived Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  September, 2009

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  October, 2009

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  September, 2010

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  September, 2011

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  September, 2012

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  September, 2013

  	
   

  	
  $

  	
  514,260.00

  	
   

  
	
  September, 2014

  	
   

  	
  $

  	
  514,260.00

  	
   

  



 


If
there exists an Uncured Major Default during a Waiver Period, then Tenant shall
not be entitled to the benefit of the Waived Rent for the applicable Waiver
Period; provided, however, that if Tenant thereafter cures such Uncured Major
Default (which cure shall be subject to Landlord’s acceptance thereof if it
occurs after the applicable notice and cure period) Tenant shall thereupon have
the benefit of the Waived Rent which it was denied during the period of such
Uncured Major Default, as a credit against Tenant’s next due payment of Base
Rent as if there had been no such Uncured Major Default.


 


4.             Ownership Taxes, Operating Expenses.


 


(a)           Ownership Taxes.  The Base Year for purposes of calculating
Tenant’s Proportionate Share of Ownership Taxes with respect to the 18th
Amendment Extended Term shall be the calendar year 2010, and Tenant’s
Proportionate Share shall be 5.26%.  With
respect to the 18th Amendment Extended Term, and any Option Terms, as
hereinafter defined, all references in subparagraph (a) of Paragraph 2 of
the Lease (Rent Adjustment) to the term “fiscal year” shall be deemed to mean “calendar
year”.


 


(b)           Operating Expenses.  Subparagraphs (b) and (c) of
Paragraph 2 of the Lease (Rent Adjustment) is hereby deleted in its entirety,
and the provisions governing Operating Expenses set forth in Exhibit B attached hereto and
incorporated herein are hereby substituted therefor.  The Base Year for purposes of calculating
Tenant’s Proportionate Share of Operating Expenses with respect to the 18th
Amendment Extended Term shall be the calendar year 2010, and Tenant’s
Proportionate Share shall be 5.26%.


 


5.             Acceptance of Premises.  Tenant is currently occupying the Premises
and acknowledges and hereby agrees that (i) except for furnishing the 18th
Amendment Allowance, as hereinafter defined, and except as provided in the
following paragraph, Landlord shall have no 


 


3

















 


obligation to perform any work to prepare the
Premises for Tenant’s use and occupancy and (ii) Tenant accepts the
Premises in its current condition, “AS-IS,” “WITH ALL FAULTS.”  Additionally, Tenant acknowledges that
Landlord has not made any representation or warranty as to the condition of the
Premises or the Building with respect to the suitability or fitness of same for
the conduct of Tenant’s permitted use, its business, or for any other purpose.


 


Landlord shall, at its sole
cost and expense, install filters (and maintain and/or replace such filters
throughout the 18th Amendment Extended Term) in certain of the heat
registers in the Premises.  Furthermore,
Landlord shall take such other reasonable actions as may be reasonably
necessary, in Landlord’s good faith judgment, throughout the Term to prevent
black dust from being released from any registers in the Premises.  Promptly after execution and delivery of this
Amendment by both parties, Tenant and Landlord shall jointly inspect the heat
registers in the Premises to determine which of them are emitting dust.  Within thirty (30) days after such joint
determination, Landlord shall install filters in all affected heat registers.


 


6.             18th Amendment Allowance.  Landlord shall make
available to Tenant a one-time tenant improvement allowance (the “18th Amendment Allowance”) for the
construction costs (including, without limitation, planning, architectural, and
engineering expenses, construction management fees, moving expenses, and voice
and data cabling) incurred by Tenant (including architectural planning costs
for The Phillips Group incurred by Tenant prior to the date of this Amendment)
in refurbishing the Premises (the “Improvements”)
in an amount equal to One Million Eight Hundred Twenty-Eight Thousand Four
Hundred Eighty and 00/100 Dollars ($1,828,480.00).  The planning, construction and installation
of the Improvements shall be performed by parties selected by Tenant and
approved by Landlord (which approval shall not be unreasonably withheld,
conditioned or delayed) in accordance with the terms of Paragraph 10 of the
Existing Lease.  Landlord shall, from
time to time (but not more often than monthly) within forty-five (45) days
following receipt of invoices marked as paid, unconditional mechanics’ lien
releases, and such other information as Landlord may reasonably request with
respect to the Improvements, reimburse Tenant for the cost of the Improvements;
provided, however, that in no event shall Landlord be obligated to make
disbursements pursuant to this Section 6 in a total amount which exceeds
the 18th Amendment Allowance.  Tenant may
elect to use a portion of the 18th Amendment Allowance in an amount not to
exceed $457,120.00 ($5.00 per rentable square foot of the Premises) (the “Reserved Allowance”) (i) for the
purchase and installation of future Improvements in the Premises and/or (ii) as
a credit against Base Rent and any additional rent due under the Lease.


 


It is understood and agreed
that subject to the prior approval of Landlord, which approval shall not be
unreasonably withheld, conditioned, or delayed, Tenant may select the
construction manager of its choice and shall not be required to use Landlord or
an affiliate of Landlord as construction manager.  Although Tenant has not yet chosen its
construction manager or architect, Landlord hereby approves the use by Tenant
of CB Richard Ellis-NE Partners, LP as construction manager, and The Phillips
Group as architect, in the event that Tenant elects to use either or both of
these companies for such purposes.


 


4

















 


7.             Assignment and Subletting.


 


(a)           The language added as insertion #4 to the first
sentence of Paragraph 8 of the Lease is hereby deleted in its entirety and
replaced with the following language:


 


“provided, however, that Tenant may, without the
prior written consent of Landlord (but with prior written certification to
Landlord from Tenant’s chief financial officer that the financial test set
forth in subsection (i) below has been met, if applicable) assign or
sublet the Premises to a Permitted Transferee as such term is hereinafter
defined, but provided further that no such assignment or subletting shall
affect Tenant’s continuing liability hereunder. 
For purposes of this Lease, (i) an “Assignee” is hereby defined as a business entity into which
Tenant is merged or with which Tenant is consolidated, or which acquires all or
substantially all of the stock or assets of Tenant, which business entity shall
have a net worth (determined in accordance with generally accepted accounting
principles, consistently applied) immediately after such merger, consolidation
or acquisition at least equal to the greater of (x) One Hundred Twenty
Million and 00/100 Dollars ($120,000,000.00) and (y) seventy-five percent
(75%) of the net worth (determined in accordance with generally accepted
accounting principles, consistently applied) of Tenant immediately prior to
such merger, consolidation or acquisition, and (ii) an “Affiliated Entity” is hereby defined as any
entity which is controlled by, is under common control with, or which controls
Tenant, control being defined as the direct or indirect ownership of more than
fifty (50%) percent of the beneficial interest of the entity in question
(individually and collectively, a “Permitted
Transferee”).”


 


From and after the Effective Date, all references in
the Lease to the language “an affiliate as that term is defined in Rule 144
promulgated under the Securities Act of 1933” shall be deleted in its entirety,
and all references in the Lease to “an affiliate” shall be deemed to mean a
Permitted Transferee.


 


(b)           The last sentence of Paragraph 8 of the Lease is
deleted in its entirety and is replaced with the following:  “Landlord agrees that its consent to a
proposed assignment or subletting shall not be unreasonably withheld provided
Tenant remains primarily liable hereunder.” 
In addition, Paragraph 8 of the Lease is hereby amended by adding the
following language:


 


“If Landlord consents to an assignment of the Lease
or a sublease of all or any portion of the Premises (the “Subject Space”) (each, a “Transfer”), as a condition thereto which
the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty
percent (50%) of any Transfer Premium (as hereinafter defined) as and when
received by Tenant from such assignee or subtenant (each, a “Transferee”).  “Transfer
Premium” shall mean all Base Rent and additional rent (collectively,
“Rent”), or other consideration
payable by such Transferee in connection with the Transfer in excess of the
Rent payable by Tenant under the Lease during the term of the Transfer (on a
per-rentable-square-foot basis if less than all of the Premises is transferred)
after deducting the reasonable expenses incurred by Tenant for (i) any
free base rent, allowances or other economic concessions provided to the
Transferee, (ii) any brokerage commissions, advertising costs, legal fees,
architectural fees, and reasonable leasehold improvement costs in connection
with the Transfer, (iii) in the case of any sublease, any actual costs
incurred by Tenant in separately demising the subleased space, and (iv) any
other reasonable costs incurred in connection with the Transfer.  Transfer Premium shall also include, but not
be limited to, key money, bonus money or other cash consideration paid by
Transferee to 


 


5

















 


Tenant in connection with such Transfer, and any
payment in excess of fair market value for services rendered by Tenant to
Transferee or for assets, fixtures, inventory, equipment, or furniture
transferred by Tenant to Transferee in connection with such Transfer.  In the calculations of the Rent (as it
relates to the Transfer Premium calculated under this Paragraph 8), the Rent
paid by Transferee and by Tenant during each annual period for the Subject
Space shall be computed after adjusting such rent as aforesaid.  It is expressly understood and agreed that
this paragraph shall not apply to any assignment or sublease for which Landlord’s
consent is not required under the Lease.


 


Notwithstanding anything to
the contrary contained in this Paragraph 8, if Tenant delivers to Landlord a
notice of Tenant’s desire to Transfer all or substantially all of the Premises
on the terms and conditions set forth in the Lease for all or substantially all
of the balance of the applicable Term (the “Transfer
Notice”), Landlord shall have the option, by giving written notice
(the “Recapture Notice”) to Tenant
within thirty (30) days (which period shall be shortened to twenty (20) days
after 100 & 200 Clarendon LLC transfers all of its interests in the
Building to an unrelated third party) after receipt of such Transfer Notice, to
recapture the portion of the Premises which Tenant desires to transfer as
identified in such Transfer Notice (the “Transfer
Space”); provided, however, that Tenant shall have the right to
nullify Landlord’s election to recapture the Transfer Space if Tenant delivers
written notice (the “Withdrawal Notice”)
to Landlord withdrawing Tenant’s Transfer Notice within ten (10) days after
Tenant’s receipt of the Recapture Notice. 
Unless Tenant timely delivers the Withdrawal Notice, such Recapture
Notice shall cancel and terminate the Lease with respect to the Transfer Space
as of the later of (i) the date stated in the Transfer Notice as the
effective date of the proposed Transfer and (ii) ninety (90) days
following the giving of the Recapture Notice. 
In the event of a recapture by Landlord, if the Lease shall be canceled
with respect to less than the entire Premises, the Rent reserved therein shall
be prorated on the basis of the number of rentable square feet retained by
Tenant in proportion to the number of rentable square feet contained in the
Premises, and the Lease as so amended shall continue thereafter in full force
and effect, and upon request of either party, the parties shall execute written
confirmation of the same.  If Landlord
declines, or fails to elect in a timely manner to recapture the Transfer Space
under this Section 7, then, provided Landlord has consented to the proposed
Transfer, Tenant shall be entitled to proceed to transfer the Transfer Space to
the proposed Transferee within one hundred eighty (180) days after the date of
the Transfer Notice, subject to the provisions of this Section 7 and the
Existing Lease.  Tenant acknowledges and
agrees that if Tenant delivers the Withdrawal Notice, Landlord may enter into a
direct lease with the proposed Transferee identified in the applicable Transfer
Notice on such terms and conditions as are acceptable to Landlord in its sole
and absolute discretion, and Tenant shall have no right, title or interests to
any of the rent, additional rent and/or any other consideration that Landlord
receives from such Transferee.  It is
expressly understood and agreed that Landlord shall have no recapture right for
any assignment or sublease for which Landlord’s consent is not required under
the Lease.


 


In no event shall Tenant be
permitted to sublease the Premises or assign the Lease to a Restricted
Occupant, as hereinafter defined.  For
purposes hereof, a “Restricted Occupant”
shall be defined as any tenant (or any subtenant or occupant whose sublease or
occupancy agreement is dated prior to the Effective Date) of premises in the
Building (“Occupant”) unless such
Occupant’s need, as to the size of premises and length of term, cannot then
(i.e., at the time that Tenant requests Landlord’s consent to a Transfer to
such Occupant) be satisfied by 


 


6

















 


Landlord. 
Landlord shall confirm to Tenant, in writing within ten (10) business
days of receipt of Tenant’s written request, as to whether or not Landlord has
comparable space to offer such Occupant.”


 


8.             Options to Extend.


 


As noted above, pursuant to Section 9
of the Ninth Amendment, as amended by Section 7 of the Sixteenth
Amendment, Tenant has an Option to Extend the Term of the Lease.  Landlord and Tenant acknowledge that by
entering into this Amendment, Tenant is hereby exercising the aforementioned
Option to Extend the Term, and that except as set forth in Section 8
below, Tenant shall have no further rights to extend the Term of the Lease.


 


On
the conditions (which conditions Landlord may waive, at its election, by
written notice to Tenant at any time) that both at the time Tenant exercises
the extension option(s) described below and on the commencement date of
the applicable Option Term, (i) Tenant is not in default of its covenants
and obligations under the Lease beyond all applicable notice and cure periods,
and (ii) Tenant has not subleased more than one (1) full floor of the
Premises then demised to Tenant other than to a Permitted Transferee, Tenant
shall have the right and option to extend the Term for either (x) the
entire Premises plus the 22,778 rentable square feet of office space on Floor
31 of the Building that Tenant is currently subleasing from John Hancock
Financial Services, Inc., through March 31, 2015 (collectively, “Extension Premises A”) or (y) Floors
26, 32, and 33 only (collectively, “Extension
Premises B”), in either case for two (2) additional periods of
five (5) years each (each five-(5)-year period to be referred to
hereinafter as an “Option Term”),
provided that Tenant shall give written notice (“Extension Notice”) to Landlord on or before the date that is
not less than sixteen (16) months prior to, but not more than nineteen (19)
months prior to, the expiration of the then current Term (the “Exercise Date”), the first such Option Term
commencing as of the expiration of the 18th Amendment Extended Term
and the second such Option Term commencing as of the expiration of the first (1st)
Option Term.  Notwithstanding the
foregoing, only in connection with Tenant’s lease of any RFO Premises, as more
fully set forth in Section 9(a) hereof, Tenant may send Landlord an
Extension Notice on or before the date twenty-four (24) months prior to the
expiration of the then current Term.  If
Tenant elects to extend the Term of the Lease hereunder, then at the time
Tenant delivers its Extension Notice for the first Option Term, Tenant shall
specify either Extension Premises A or Extension Premises B as the Premises for
which the Term is being extended for the Option Term(s), and if Tenant fails to
specify same, Tenant shall be deemed to have exercised its option to extend the
Term for Extension Premises A defined above.


 


If an option is duly exercised as aforesaid, the then current Term
shall be automatically extended for the applicable Option Term commencing on
the date immediately following the expiration of the then current Term (the “Option Term Commencement Date”) upon all of
the same terms and conditions contained in the Lease except that Base Rent
shall be determined as hereinafter provided. 
In the event that an option to extend is duly exercised, all references
contained in the Lease to “Term” or “18th Amendment Extended Term”, whether by
number of years or number of months, shall be construed to refer to the then
current Term as extended by the exercise of the aforesaid option(s), whether or
not specific reference thereto is made in the Lease.  In exercising any option hereunder, Tenant
acknowledges that time is of the essence.


 


7





















 


Base Rent during the
applicable Option Term shall be equal to the then Fair Rental Value for the
Premises (as defined and determined below).


 


For purposes of this Section 8,
“Fair Rental Value” shall mean the
annual fair rental for the Premises that would be agreed upon between a
landlord and a tenant executing a lease in a comparable building of comparable
age for comparable square footage located in Boston for a comparable term in
light of all the other business terms of the Lease, assuming the following:


 


(a)           the landlord and tenant are
well informed and well advised, and each is acting in what it considers its own
best interests;


 


(b)           the rental shall reflect the
condition of the Premises and all residual value of any improvements to the
Premises;


 


(c)           the method by which square
footage is measured is similar to the method used to measure the Premises; and


 


(d)           the creditworthiness of the
tenant is similar to the creditworthiness of Tenant at the time the option to
extend the Lease is exercised.


 


For purposes of this Section 8,
the determination of the Fair Rental Value specified above shall include
consideration of all adjustments, if any, for Ownership Taxes and Operating
Expenses attributable to the Premises. 
Effective as of the applicable Option Term Commencement Date and for the
duration of the applicable Option Term, the Base Year for determining Tenant’s
Proportionate Share of Ownership Taxes and Tenant’s Proportionate Share of
Operating Expenses shall be the calendar year ending immediately prior to the
applicable Option Term Commencement Date (i.e., 2014 for an Option Term
commencing in 2015).


 


Within thirty (30) days
after receipt of Tenant’s Extension Notice, Landlord shall initially designate
Fair Rental Value and Landlord shall furnish data in support of such
designation.  If Tenant disagrees with
Landlord’s designation of a Fair Rental Value, Tenant shall so notify Landlord
within ten (10) business days after receipt of Landlord’s designation,
whereupon Landlord and Tenant shall negotiate in good faith for thirty (30)
days (“Negotiation Period”).  If the parties cannot agree in the
Negotiation Period as to the amount of Fair Rental Value, then the
determination of Fair Rental Value shall immediately be submitted to
arbitration in accordance with the following procedure.


 


Within fifteen (15) days
after the Negotiation Period, each of Landlord and Tenant shall appoint an
appraiser and shall notify the other of same. 
If either party fails to give notice to the other identifying an
appraiser within the time provided, and such failure continues for ten (10) business
days after notice from the other party (which notice shall state in a prominent
position, in bold face type and all capital letters, “WARNING:  FAILURE TO RESPOND TO
THIS NOTICE WITHIN TEN (10) BUSINESS DAYS WILL RESULT IN LOSING YOUR RIGHT
TO NAME AN APPRAISER TO DETERMINE RENT DURING THE EXTENSION OPTION TERM”),
said party shall be deemed to have waived the right to


 


8

















 


identify an appraiser, and the decision of the other party’s appraiser
shall control If two appraisers are selected, they must within fifteen (15)
days after the selection of the second agree to a third appraiser.  If the two appraisers fail to identify the
third appraiser within such fifteen-(15)-day period, then either Landlord or
Tenant may petition the American Arbitration Association (or its equivalent)
having jurisdiction over the Premises for the appointment of the third
appraiser.  The three appraisers must
each, within thirty (30) days after the appointment of the third appraiser,
simultaneously deliver to Landlord and Tenant their expert opinions of the Fair
Rental Value in question.  The Fair
Rental Value is the rent proposed by either the appraiser selected by Landlord
or the appraiser selected by Tenant that is closest to the rent determined by
the third appraiser.  Landlord and Tenant
each have the right, to be exercised within fifteen (15) days after the
appointment of the third appraiser, to submit written materials to the
appraisers and the other party not in excess of fifteen (15) pages in
length and may submit a reply of not more than five (5) pages within
five (5) days after receipt of the other party’s submission.  There must be no hearings or other contact
between the appraisers and the parties hereto. 
Each party must pay the cost of the appraiser selected by it and one
half of the cost of the third appraiser. 
All appraisers must be independent, disinterested, and must have the
designation MAI, SRA or equivalent and must have not less than five (5) years’
experience appraising lease rents in the business market wherein the Premises
are located.  The appraisers may, but
need not, present formal written appraisals supporting their opinion but must,
in any event, certify that the report was conducted in accordance with
professional standards.  The decision of
this appraisal process is binding upon the parties and is not subject to appeal
to a court or other body except for claims based upon fraud.


 


9.             Right of
First Offer.  Section 8 of the Sixteenth Amendment of
Lease is hereby deleted in its entirety, and the following language is
substituted therefor:


 


On the conditions (which
conditions Landlord may waive, at its election, by written notice to Tenant at
any time) that both at the time Landlord is required to give Landlord’s Notice,
as hereinafter defined, and as of the Commencement Date in respect of the RFO
Premises, as hereinafter defined, (i) Tenant is not in default of its
covenants and obligations under the Lease beyond all applicable notice and cure
periods, and (ii)  Tenant has not subleased more than one (1) full
floor of the Premises then demised to Tenant other than to a Permitted
Transferee, then Tenant shall have the following right to lease the RFO
Premises when the RFO Premises become available for lease to Tenant, as
hereinafter defined.


 


(a)                                  Definition of RFO
Premises


 


The
“RFO Premises” shall be defined as
any separately demised area on Floor 30 of the Building, when such area becomes
available for lease to Tenant during the Term, as the same may be
extended.  For the purposes of this Section 9,
an RFO Premises shall be deemed to be “available
for lease to Tenant” if, during the Term of the Lease, Landlord, in
its sole judgment, determines that such area will become available for leasing
to Tenant (i.e., when Landlord determines that the then current tenant of such
RFO Premises will terminate its lease and vacate such RFO Premises, John
Hancock Financial Services, Inc., or any other tenant having prior rights
as set forth in Section 9(e) below, has not exercised its right to
lease the RFO Premises, and when Landlord intends to offer such area for
lease).  Landlord shall give Tenant 


 


9

















 


written notice (“Offer Notice”) at the time that Landlord determines, as
aforesaid, that the RFO Premises will become available for lease to Tenant.


 


In the event there are less
than two (2) years remaining in the Term or in the first Option Term, if
applicable, at the time Landlord gives Tenant an Offer Notice, then in order
for Tenant to exercise Tenant’s Right of First Offer, Tenant must
simultaneously send Landlord its Exercise Notice for the next Option Term, as
set forth in Section 8 above.  In no
event shall Tenant have any rights, and Landlord shall not be required to
provided Tenant with an Offer Notice, under this Section 9 on or after the
date sixteen (16) months prior to the expiration of the then-current Term of
the Lease unless, with respect to the 18th Amendment Extended Term
or the first Option Term, Tenant has exercised either the first or second
option to extend pursuant to Section 8 above, as the case may be.  Notwithstanding the foregoing, this paragraph
is not intended to increase the number of extension options, which shall be
limited to two (2) as set forth in Section 8 of this Amendment.


 


(b)                                 Exercise of
Right to Lease RFO Premises


 


Landlord’s Offer Notice
shall set forth the exact location of the RFO Premises, the Base Rent and Base
Years (if applicable) applicable to the RFO Premises, and the Commencement Date
and Expiration Date in respect of the RFO Premises.  Tenant shall have the right, exercisable upon
written notice (“Tenant’s Exercise Notice”)
given to Landlord within fifteen (15) business days after the receipt of
Landlord’s Notice, to lease the RFO Premises. 
If Tenant fails timely to give Tenant’s Exercise Notice, Tenant shall
have no further right to lease such RFO Premises pursuant to this Section 9,
provided, however, that this Right of First Offer shall (1) continue to
apply to any portions of the RFO Premises that were not included in Landlord’s Offer
Notice, (2) apply again to the RFO Premises included in Landlord’s Offer
Notice if Landlord fails to enter into a lease document for such RFO Premises
within twelve (12) months after Tenant waives this Right of First Offer as to
such RFO Premises, (3) apply again to the RFO Premises included in
Landlord’s Offer Notice if Landlord desires to offer the RFO Premises to
another party where the net effective rate of the basic economic terms for such
RFO Premises (taking into account free rent, allowances, tenant improvements,
build-out periods without rent, and any other concessions) is ten percent (10%)
or more below the net effective rate of the basic economic terms that were
contained in Landlord’s Offer Notice to Tenant hereunder, (4) apply again
to the RFO Premises included in Landlord’s Office Notice if the RFO Premises
being offered by Landlord is less than 85% or more 115% of the rentable square
footage of space in Lanldord’s Offer Notice to Tenant hereunder, and (5) apply
again to the RFO Premises included in Landlord’s Offer Notice after Landlord
leases the RFO Premises to a third party and such lease expires or is
terminated.  Upon the timely giving of
Tenant’s Exercise Notice, Landlord shall lease and demise to Tenant, and Tenant
shall hire and take from Landlord, such RFO Premises, upon all of the same
terms and conditions of the Lease except as hereinafter set forth.  Time is of the essence with respect to the
provisions of this Section 9(b).


 


(c)                                  Lease
Provisions Applying to RFO Premises


 


The
leasing to Tenant of such RFO Premises shall be upon all of the same terms and
conditions of the Lease, except as follows:


 


10

















 


(1)           Commencement
Date.  The Commencement Date in
respect of such RFO Premises shall be the date that Landlord delivers such RFO
Premises to Tenant.


 


(2)           Expiration Date.  Until such time as a particular RFO Premises
has been declined by Tenant and subsequently leased by a third party, the term
for such RFO Premises shall be coterminous with the Term of the Lease.  If a particular RFO Premises has been
declined by Tenant and subsequently leased by a third party, then the
expiration date for the term of any future offer of such RFO Premises to Tenant
pursuant to this Section 9 shall be the date set forth in Landlord’s Offer
Notice.


 


(3)           Base Rent and
Base Years.  The Base
Rent and Base Years (if applicable) in respect of such RFO Premises shall be as
set forth in Landlord’s Offer Notice.


 


(4)           Condition of
RFO Premises.  Tenant shall
take such RFO Premises “as-is” in its then (i.e., as of the date of premises
delivery) state of construction, finish, and decoration, without any obligation
on the part of Landlord to construct or prepare any RFO Premises for Tenant’s
occupancy, except as may be set forth in the Offer Notice.


 


(d)           Execution of Lease
Amendments


 


Notwithstanding
the fact that Tenant’s exercise of the above-described option to lease an RFO
Premises shall be self-executing, as aforesaid, the parties hereby agree
promptly to execute a lease amendment reflecting the addition of an RFO
Premises.  The execution of such lease
amendment shall not be deemed to waive any of the conditions to Tenant’s
exercise of the herein option to lease the RFO Premises, unless otherwise
specifically provided in such lease amendment.


 


(e)           Subordinate Rights.


 


Notwithstanding anything to
the contrary herein contained, Tenant’s Right of First Offer under this Section 9
is subject to and subordinate to the existing rights of John Hancock Financial
Services, Inc. and the superior rights existing as of the date of this
Amendment of the tenants in the Building, whether these rights be extension,
expansion, first offer or first refusal rights (“Superior Rights”).


 


10.          Parking.  Notwithstanding anything to
the contrary set forth in the Existing Lease, with respect to the 18th
Amendment Extended Term, Landlord shall make available to Tenant at the then
prevailing market rate, as such rate may vary from time to time, (i) forty-five
(45) parking permits (the “Authorized Parking
Permits”) and (ii) subject to availability, twenty (22)
additional parking permits on a month-to-month basis (the “Additional Parking Permits”) (collectively,
the “Parking Permits”).  The number of Authorized Parking Permits
available to Tenant shall increase proportionately at the ratio of one (1) parking
permit per 2000 rentable square feet of any RFO Premises leased pursuant to Section 9
above.   Either Landlord or Tenant may terminate the
use of any Additional Parking Permits upon thirty (30) days’ prior written
notice to the other party.  In addition, (a) Tenant
may terminate the use of any Authorized


 


11
















 


Parking Permits upon thirty (30) days’ prior written
notice to Landlord and (b) Tenant may then add such Authorized Parking
Permits back from time to time (but not more frequently than every six (6) months),
subject to availability (in Landlord’s reasonable discretion), and subject to
the limits herein on the number of such Authorized Parking Permits that are
available to Tenant.  As of the date of
this Amendment, the current market rate for the Parking Permits is $360.00 per
Parking Permit per month, subject to change from time to time (provided,
however, that the rate charged to Tenant for such Parking Permits from time to
time shall not exceed the then-prevailing rate at comparable garages in the
Back Bay).


 


If for any reason Tenant shall fail timely to pay
the charge for the Parking Permits, such failure shall be deemed a failure to
pay additional rent hereunder.


 


11.          Signage.  Provided that Landlord has not instituted
legal proceedings to evict Tenant for a default under the Lease beyond all
applicable notice and cure periods, Landlord agrees that it will not grant
greater lobby signage rights to a Competitor (as hereinafter defined) of Tenant
than those granted to Tenant hereunder, unless Landlord also offers reasonably
equivalent (with size determined on a pro rata basis based on the rentable
square footage) signage rights to Tenant, at Tenant’s sole cost and
expense.  For purposes of this provision,
a “Competitor” shall mean any
entity listed on Exhibit D
attached hereto and incorporated herein. 
Tenant may from time to time, but not more frequently than two times per
year, provide a written notice to Landlord (“Tenant’s
Competitor Notice”) updating Exhibit D
by adding names to and/or deleting names from Exhibit D.  In no event shall the total number
of Competitors exceed ten (10) names at any time during the Term.  If a Competitor is (a) a tenant open for
business on the date of this Amendment or any assignee or sublessee of any such
tenant or any renewal or extension of the lease or occupancy agreement of such
tenant, or (b) a tenant whose lease or occupancy agreement is dated prior
to the date of this Amendment or any assignee or sublessee of any such tenant
or any renewal or extension of the lease or occupancy agreement of such tenant,
or (c) a tenant who has been permitted to assume a lease or occupancy
agreement or otherwise operate its business in the Building based upon or as a
result of a bankruptcy, insolvency or similar action, or (d) a business
operated by Tenant, its parent corporation, wholly owned subsidiary corporation
or affiliated corporation, or (e) any tenant who has been permitted to
operate as a result of an action or order by a court of competent jurisdiction,
or (f) any entity with whom Landlord is actively negotiating to lease
space in the Building as of the date of this Amendment, then this paragraph
will apply to any new signage rights granted by Landlord, but will not apply to
any such rights in existence as of the Effective Date.


 


Tenant shall continue to
have the right to Building standard signage in the elevator lobby of each floor
occupied by Tenant, subject to Landlord’s reasonable approval as to the
particulars of such signage.  Tenant
shall continue to have the right to Building standard inclusion (consistent
with the size of the Premises) on the Building’s directory.


 


12.          Other Amendments to Existing Lease.


 


(a)           Legal Holidays. 
Exhibit 1 of
the Original Lease is hereby deleted in its entirety, and the Exhibit 1 attached hereto is
substituted therefor.


 


12

















 


(b)           Janitorial Specifications.  Exhibit 2
of the Original Lease is hereby deleted in its entirety, and the Exhibit 2 attached hereto is
substituted therefor.


 


(c)           Internal Staircase. 
Tenant shall continue to have the right set forth in Section 14 of
the Fifteenth Amendment to construct an internal staircase between the space
occupied by Tenant on the 31st and 32nd floors and the right set forth in Section 8
of the Ninth Amendment to construct an internal staircase between the space
occupied by Tenant on the 32nd and 33rd floors.


 


(d)           Cafeteria. 
Landlord agrees that, during the period when the Building is owned by an
affiliate of Broadway Partners, there shall be a cafeteria operating in the
Building which is open to Tenant’s employees. 
Such agreement shall not limit the size, location, configuration,
operator, subsidy (if any) or any other features of the cafeteria, all of which
Landlord shall be entitled to change from time to time.  Landlord shall be entitled to close the
cafeteria from time to time for (i) remodeling or relocation, (ii) change
in operators, and (iii) fire, casualty, emergency or other causes beyond
Landlord’s reasonable control. 
Furthermore, Landlord shall be entitled to include the utilities costs
of operating the cafeteria in Operating Expenses.


 


(e)           Overtime Heating, Ventilating, and Air Conditioning (“HVAC”). 
Notwithstanding the provisions of Paragraph 3 of the Lease, during such
hours, if any, that Tenant is utilizing overtime HVAC when at least five (5) full
floors of the Building are also utilizing overtime HVAC, the otherwise
applicable overtime HVAC charge shall be reduced by twenty-five percent
(25%).  The overtime HVAC charge shall
otherwise be consistent with the then-prevailing rate at comparable buildings
in the Back Bay (the current charge being $130/floor/hour, which Tenant
acknowledges is consistent with such prevailing rate).


 


13.          Inapplicable/Deleted
Lease Provisions.  Section 10
(Additional Expansion Option) of the Fifteenth Amendment of Lease is hereby
deleted in its entirety and is of no further force and effect.


 


14.          Brokers.  Landlord and Tenant hereby warrant to each
other that they have had no dealings with any real estate broker or agent in
connection with the negotiation of this Amendment, excepting only Cushman &
Wakefield of Massachusetts, Inc. (the “Landlord’s
Broker”) and CB Richard Ellis-NE Partners, LP (the “Tenant’s Broker”) (Tenant’s Broker together
with Landlord’s Broker, the “Brokers”)
and that they know of no other real estate broker or agent who is entitled to a
commission in connection with this Amendment. 
Each party agrees to indemnify and defend the other party against and
hold the other party harmless from any and all claims, demands, losses,
liabilities, lawsuits, judgments, and costs and expenses (including without
limitation reasonable attorneys’ fees) with respect to any leasing commission
or equivalent compensation alleged to be owing on account of the indemnifying
party’s dealings with any real estate broker or agent other than Brokers.  The foregoing indemnity shall survive the
expiration or sooner termination of the Lease. 
Landlord shall pay Landlord’s Broker pursuant to the terms and
conditions of a separate agreement between Landlord and Landlord’s Broker, and
Landlord’s Broker shall pay Tenant’s Broker pursuant to a separate agreement
between Landlord’s Broker and Tenant’s Broker.


 


13

















 


15.          Certification
as to Lease.  Tenant
certifies that (a) the Existing Lease is in full force and effect, (b) to
Tenant’s knowledge, there are no uncured defaults on the part of Tenant or
Landlord under the Existing Lease, and (c) except for the 18th Amendment
Allowance set forth in Section 6 of this Amendment, there are no outstanding
obligations by Landlord to Tenant related to any tenant improvements to the
Existing Premises, including, but not limited to, any tenant improvement
allowance.


 


16.          Effectiveness
of Lease.  The
Existing Lease, except as amended hereby, remains unmodified, and the Existing
Lease remains in full force and effect. 
In case of any inconsistency between the provisions of the Existing
Lease and this Amendment, the provisions of this Amendment shall govern.


 


17.          Authority.
Each party represents and warrants to the other that (i) it is
duly organized and validly existing in good standing under the laws of The
Commonwealth of Massachusetts and possesses all licenses and authorizations
necessary to carry on its business, (ii) it has full power and authority to
carry on its business, enter into this Amendment and consummate the transaction
contemplated by this Amendment, (iii) the individual executing and
delivering this Amendment on its behalf has been duly authorized to do so, (iv) this
Amendment has been duly executed and delivered by it, (v) this Amendment
constitutes its valid, legal, binding and enforceable obligation, (vi) the
execution, delivery and performance of this Amendment by it will not cause or
constitute a default under, or conflict with, the organizational documents of
it or any agreement to which it is a party, (vii) the execution, delivery
and performance of this Amendment by it will not violate any applicable law,
and (viii) all consents, approvals, authorizations, orders or filings of
or with any court or governmental agency or body, if any, required on the part
of such party for the execution, delivery and performance of this Amendment
have been obtained or made.


 


18.          Miscellaneous.  This Amendment shall be governed by and
construed in accordance with laws of the Commonwealth of Massachusetts, without
giving effect to the conflict of law principles thereof.  No amendment, modification, waiver or
discharge of this Amendment or of the Existing Lease, or any provision hereof
(including, without limitation, this sentence) or thereof shall be valid or
effective unless in writing and signed by the party against whom enforcement of
such amendment, modification, waiver or discharge is sought and then only to
the extent set forth in such writing. 
This Amendment, together with the Existing Lease, contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any and all prior and contemporaneous negotiations, representations,
understandings and agreements, whether written or oral, all of which are merged
into the Existing Lease, as amended by this Amendment.  This Amendment shall not be construed more
strictly against one party than against the other merely by virtue of the fact
that this Amendment may have been physically prepared by one of the parties, or
such party’s counsel, it being agreed that all parties and their respective
counsel have mutually participated in the negotiation and preparation of this
Amendment.


 


19.          Counterparts.  This Amendment may be executed in
counterparts, each of which shall constitute an original, and all of which,
together shall constitute one document.


 


14

















 


20.          Lender’s
Consent/SNDA.  Landlord
shall, within thirty (30) days after the Effective Date, obtain (i) the
written approval of this Amendment by Landlord’s lender (the “Lender”) and (ii) a Subordination,
Non-Disturbance, and Attornment Agreement (“SNDA”)
from Lender in the form attached hereto as Exhibit C.  In the event the Lender disapproves of this
Amendment, Landlord agrees to promptly inform Tenant of such disapproval after
Landlord’s receipt of notice thereof. 
Landlord shall use commercially reasonable efforts to obtain an SNDA
from any future lender on such lender’s then current standard form of agreement
with such commercially reasonable changes as Tenant and such lender shall
mutually agree.  In the event Landlord is
unable to deliver Lender’s written approval of this Amendment and an SNDA from
Lender to Tenant within sixty (60) days after the Effective Date, then Tenant
shall have the option to the terminate this Amendment upon written notice to
Landlord within ten (10) business days thereafter.


 


21.          Relocation Right.  Tenant acknowledges that the tenant under
that certain Lease between Landlord and Dechert dated as of September 17,
2002 (“Dechert Tenant”) has an
expansion right for a portion of the 26th floor and
that if Dechert Tenant exercises that right, Landlord shall have the right to
relocate Tenant from a portion of the 26th floor (the “Surrender Premises”) in accordance with the
following terms and conditions.  Within
twenty (20) days after receipt of Landlord’s Relocation Notice, as hereinafter
defined, Tenant shall have the right to designate the Surrender Premises,
provided that the same (i) contain between 7,000 rentable square feet and
7,500 rentable square feet, and (ii) have a layout, ingress, egress and
access that are commercially reasonable.


 


(a)           Landlord shall provide Tenant with at
least nine (9) months’ prior written notice (“Landlord’s Relocation Notice”) of (i) the date (the “Relocation Date”) that Landlord intends to
relocate Tenant from the Surrender Premises, which Relocation Date shall occur
between June 1, 2009 and December 1, 2010, and (ii) the location
of the new space in the Building, which new space shall be located on or above
the nineteenth (19th) floor (the “Relocation Premises”).  The Relocation Premises shall contain
substantially the same rentable square footage as the Surrender Premises;
however, in the event that the Relocation Premises are larger than the
Surrender Premises, Tenant shall continue to pay Annual Rent and additional
rent based on the rentable square footage of the Surrender Premises.  If the Relocation Premises are not acceptable
to Tenant, then Tenant may elect to terminate the Lease with respect to the
Surrender Premises by giving Landlord written notice of its election within
sixty (60) days after Landlord’s Relocation Notice, in which event the
termination date with respect to the Surrender Premises shall be the Relocation
Date.


 


(b)           If Tenant does not elect to terminate
the Lease with respect to the Surrender Premises, (i) Landlord, at
Landlord’s sole cost and expense, shall build out the Relocation Premises so
that the Relocation Premises have substantially the same design, construction,
and finish as the Surrender Premises and (ii) Tenant shall not be
obligated to make any payments of Base Rent or additional rent on account of
Operating Expenses and Ownership Taxes at the rates in effect on the Relocation
Date for the first (1st) month following the Relocation Date.


 


15

















 


(c)           Landlord shall be responsible for all
reasonable and customary costs of relocating Tenant to the Relocation Premises,
including moving expenses and the cost of relocating Tenant’s personal
property, furniture, equipment, telephone and data transmission systems
(including wiring and cabling), and the cost of replacing Tenant’s existing
supply of stationery, if necessary.


 


(d)           Except as otherwise set forth herein,
Tenant’s leasing of the Relocation Premises shall be upon all of the same terms
and conditions of the Lease.


 


16

















 


IN WITNESS WHEREOF, the
parties have executed this Amendment as of the first date written above.


 


LANDLORD:


 


100 & 200
Clarendon LLC,


a Delaware limited
liability company


 


 


	
  By:

  	
   /s/
  Jonathon K. Yormak

  	
   

  
	
   

  	
  Name:
  

  	
  Jonathon
  K. Yormak

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
					



 


 


TENANT:


 


CRA
International, Inc.,


a
Massachusetts corporation


 


 


	
  By:

  	
   /s/
  Wayne Mackie

  	
   

  
	
   

  	
  Name:
  

  	
  Wayne
  Mackie

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
					



 


17

















 


EXHIBIT A


 


PLAN OF PREMISES


 


18

















 


EXHIBIT B


 


OPERATING EXPENSES


 


1.                                      Definitions of Key Terms Relating to Operating Expenses.  As used in this Exhibit B, the following terms shall have the
meanings hereinafter set forth:


 


1.1          “Base Year” shall mean
the period set forth in Section 4 of this Amendment.


 


1.2          “Expense Year” shall mean each calendar year
in which any portion of the Lease Term falls, through and including the
calendar year in which the Lease Term expires.


 


1.3          “Operating Expenses” shall mean all
expenses, costs and amounts of every kind and nature which Landlord pays or
accrues during the Base Year or any Expense Year, as applicable, because of or
in connection with the management, maintenance, security, repair, replacement,
restoration or operation of the Building, or any portion thereof.  Without limiting the generality of the
foregoing, Operating Expenses shall specifically include any and all of the
following:  (i) the cost of
supplying all utilities, the cost of operating, repairing, maintaining, and
renovating the utility, telephone, mechanical, sanitary, storm drainage, and
elevator systems, and the cost of maintenance and service contracts in
connection therewith; (ii) the cost of licenses, certificates, permits and
inspections and the cost of contesting any governmental enactments which may
affect Operating Expenses, and the costs incurred in connection with a
transportation system management program or similar program; (iii) the
cost of all insurance carried by Landlord in connection with the Building and
any commercially reasonable deductible amounts paid by Landlord; (iv) the
cost of landscaping, snow removal, trash removal, relamping, and all supplies,
tools, equipment and materials used in the operation, repair and maintenance of
the Building, or any portion thereof; (v) costs incurred in connection
with the parking areas servicing the Building; (vi) fees and other costs,
including management fees not to exceed the lesser of (a) the fee actually
paid by Landlord to its managing agent pursuant to its management agreement and
(b) four percent (4%) of annual gross rentals (including additional rent)
and other income from the Building, consulting fees, legal fees and accounting
fees, in connection with the management, operation, maintenance and repair of
the Building; (vii) payments under any equipment rental agreements and the
fair rental value of any management office space up to a maximum of seven
thousand (7,000) rentable square feet (which need not be contiguous space); (viii) wages,
salaries and other compensation and benefits, including taxes levied thereon,
of all persons to the extent engaged in the operation, maintenance and security
of the Building; (ix) payments, fees or charges under any easement,
license, operating agreement, declaration, restrictive covenant, or any
instrument pertaining to the sharing of costs by the Building; (x) operation,
repair, maintenance and replacement of all systems and equipment and components
thereof of the Building; (xi) the cost of pest control, janitorial, alarm,
security and other services, replacement of wall and floor coverings, ceiling
tiles and fixtures in common areas, maintenance and replacement of curbs and
walkways, repair to roofs and re-roofing; (xii) amortization (including
interest on the unamortized cost) of the cost of acquiring or the rental
expense of personal property used in the maintenance, operation and repair of
the Building, or any portion thereof; (xiii) amortization in accordance with
generally accepted accounting principles (“GAAP”)
of the costs of capital expenditures (including leased capital improvements and



 


19

















 


equipment)
and reasonable financing charges for (A) items that are primarily for the
purpose of reducing or avoiding increases in Operating Expenses in Landlord’s
good faith estimate, (B) replacing, modifying and/or adding improvements
or equipment with respect to life safety systems of the Building or for the
security of the Building and/or its occupants, and/or their contractors,
agents, invitees and guests, or (C) replacing, modifying and/or adding
improvements or equipment mandated by any Governmental Requirement, as
hereinafter defined (including, but not limited to, access laws) enacted or
which take effect after the date of this Lease and any repairs, disposals or
removals necessitated thereby; provided, however, that any capital expenditure
shall be amortized with interest over its useful life as Landlord shall
reasonably determine, except that as to capital expenditures under clause (A) above,
the inclusion in Operating Expenses shall not in any event exceed the annual
savings and avoidance of cost increases in Operating Expenses reasonably
anticipated to result therefrom; and (xiv) costs, fees, charges or assessments
imposed by, or resulting from any mandate imposed on Landlord by, any federal,
state or local government for fire and police protection, trash removal,
community services, or other services which do not constitute “Ownership Taxes” as that term is defined in
Paragraph 2(a) of the Lease.  The
following costs and expenses shall be excluded from Operating Expenses:  (a) expenses relating to leasing space
in the Building (including tenant improvements, tenant allowances, leasing and
brokerage commissions and advertising and marketing expenses); (b) legal
fees and disbursements incurred for collection of tenant accounts or
negotiation of leases, or relating to disputes between Landlord and other
tenants and occupants of the Building; (c) capital items not specifically
permitted by this Section 1.3; (d) Ownership Taxes; (e) except
to the extent specifically includable in Operating Expenses under Section 1.3,
costs of restoring any portion of the Building following a casualty, but only
to the extent of any amounts actually received by Landlord on account of
proceeds of insurance (or if Landlord fails to maintain any insurance which it
is required to maintain hereunder, the amount of any insurance proceeds that
Landlord would have received had it maintained such insurance), provided that
any costs of restoring any portion of the Building following a casualty which
are not excluded from Operating Costs under this Section 1.3 and which are
required to be capitalized under GAAP shall be included in Operating Expenses
only to the extent permitted under this Section 1.3; (f) except to
the extent specifically provided in this Section 1.3, depreciation or
payments of principal and interest on any mortgages upon the Building or any
other debt of Landlord; (g) payments of ground rent pursuant to any ground
lease covering the Building; (h) the costs of any service or facility
provided to any other tenant or occupant in the Building which either (I) Landlord
is not supplying, furnishing or making available to Tenant or (II) is
supplied or furnished to Tenant with separate or additional charge including
consumption of electricity for so-called “lights and plugs”; (i) the cost
of any work performed for any other tenant or occupant in the Building which
either (I) is not performed for Tenant or (II) is performed for
Tenant with separate or additional charge; (j) payments made by Landlord
to a company or other entity affiliated with Landlord for goods and services to
the extent that such payments exceed the amounts that would have been paid to
independent third parties for goods and services of like kind; (k) any
cost expressly excluded from Operating Expenses elsewhere in the Lease; (l) the
cost of decorating, redecorating, or making tenant installations incurred in
connection with preparing space for a new tenant (or retaining a tenant); (m) wages,
salaries, fees, and fringe benefits paid to executive personnel or officers or
partners of Landlord who do not provide services in connection with the
management of the Building; (n) except as otherwise expressly provided
above, any charge for depreciation or amortization of the Building or equipment
and 


 


20

















 


any
interest or other financing charge; (o) any charge for Landlord’s income
taxes, excess profit taxes, franchise taxes, or similar taxes on Landlord’s
business; (p) costs associated with the sale, financing or refinancing of
the Building, including, without limitation, advertising,  marketing, consulting or brokerage
commissions; (q) costs associated with the acquisition, sale or financing
of the fee, ground lease, air rights or development rights with respect to the
Building; (r) all costs and expenses of operation of any garage space,
health club, restaurants and commercial space in the Building; (s) all
other items for which another party compensates or pays so that Landlord shall
not recover any item of cost more than once (but excluding general payments of
additional rent pursuant to this Section 1.3 and the same or comparable
provisions in the leases of other tenants of the Building); (t) the cost
of any electric current furnished to the Premises or any rentable area of the
Building for purposes other than the operation of building equipment and
machinery and the lighting of public toilets, stairways, shaftways, and
building machinery or fan rooms; (u) the cost of any item to the extent
that Landlord is reimbursed for same from insurance proceeds actually received
by Landlord; (v) any expenses required to be capitalized under GAAP and
payments in respect thereof not specifically permitted by Section 1.3(xiii)
above; and (w) costs incurred to comply with Laws relating to Hazardous
Substances which were in existence in the Building prior to the date hereof in
violation of Governmental Regulations in effect on the date hereof.  For purposes of the Lease, “Governmental Regulations” shall be defined
as all applicable laws, ordinances, rules, regulations, statutes, by-laws,
court decisions, and orders and requirements of all public authorities.


 


If during any or all of a portion of the Base Year
or any subsequent Expense Year, Landlord is not furnishing any particular work
or service (the cost of which, if performed by Landlord, would be included in
Operating Expenses) to a tenant who has undertaken to perform such work or service
in lieu of the performance thereof by Landlord, Operating Expenses shall be
deemed to be increased by an amount equal to the additional Operating Expenses
which would reasonably have been incurred during such period by Landlord if it
had furnished such work or service to such tenant.  If the Building is less than ninety-five
percent (95%) occupied during all or a portion of the Base Year or any Expense
Year, Landlord may elect to make an appropriate adjustment to the components of
Operating Expenses for such year to determine the amount of Operating Expenses
that would have been incurred had the Building been ninety five percent (95%)
occupied; and the amount so determined shall be deemed to have been the amount
of Operating Expenses for such year.  In
no event shall the component of Operating Expenses relating to electrical costs
in any Expense Year be deemed to be less than the component of Operating
Expenses relating to electrical costs which is included in the Base Year.


 


2.             Calculation and Payment of
Additional Rent.  If for any
Expense Year ending or commencing within the Lease Term, Tenant’s Proportionate
Share of Operating Expenses for such Expense Year exceeds Tenant’s
Proportionate Share of Operating Expenses applicable to the Base Year, then Tenant
shall pay to Landlord, in the manner set forth in Section 3, below, as
additional rent, an amount equal to the excess (the “Operating Expense Excess”)


 


3.             Statement
of Operating Expenses and Payment by Tenant.  Landlord shall endeavor to deliver to Tenant
within one hundred twenty (120) days following the end of each Expense Year, a
statement (the “Statement”) which
shall state the Operating Expenses incurred or accrued for such preceding
Expense Year, and which shall indicate the amount of the Operating 


 


21

















 


Expense
Excess.  Within thirty (30) days after
receipt of the Statement for each Expense Year commencing or ending during the
Lease Term, if an Operating Expense is present, Tenant shall pay the full
amount of the Operating Expense Excess for such Expense Year, less the amounts,
if any, paid during such Expense Year as “Estimated
Excess,” as that term is defined in Section 4 below.  The failure of Landlord to timely furnish the
Statement for any Expense Year shall not prejudice Landlord or Tenant from
enforcing its rights under this Exhibit B.  Even though the Lease Term has expired and
Tenant has vacated the Premises, when the final determination is made of Tenant’s
Proportionate Share of Operating Expenses for the Expense Year in which this
Lease terminates, if an Operating Expense Excess is present, Tenant shall pay
to Landlord such amount within thirty (30) days after receipt of the Statement
for the applicable Expense Year, and if Tenant has overpaid its Proportionate
Share of Operating Expenses for the Expense Year in which this Lease
terminates, Landlord shall refund such overpayment to Tenant along with the
Statement for the final Expense Year of the Term.  The provisions of this Section 3 shall
survive the expiration or earlier termination of the Lease Term.  Tenant waives and releases any and all
objections or claims relating to Operating Expenses for any calendar year
unless, within one hundred twenty (120) days after Landlord provides Tenant
with the annual Statement for the calendar year, Tenant provides Landlord
written notice that it disputes the Statement (which notice shall specify in
detail the reasons for such dispute as to a particular item or items).  If Tenant disputes the Statement then,
pending resolution of the dispute, Tenant shall pay the rent in question to
Landlord in the amount provided in the disputed Statement.


 


4.             Statement
of Estimated Operating Expenses.  In addition, Landlord shall endeavor to
deliver Tenant within one hundred twenty (120) days following the end of each
Expense Year a yearly expense estimate statement (the “Estimate Statement”) which shall set forth
Landlord’s reasonable estimate (the “Estimate”),
based on actual Operating Expenses for the preceding Expense Year, of what the
total amount of Operating Expenses for the then-current Expense Year shall be
and the estimated excess (the “Estimated
Excess”) as calculated by comparing the Operating Expenses for such
Expense Year, which shall be based upon the Estimate, to the amount of
Operating Expenses for the Base Year. 
The failure of Landlord to timely furnish the Estimate Statement for any
Expense Year shall not preclude Landlord from enforcing its rights to collect
any Estimated Excess under this Exhibit B,
nor shall Landlord be prohibited from revising any Estimate Statement or
Estimated Excess theretofore delivered to the extent necessary (but not more
than twice in any calendar year). 
Thereafter, Tenant shall pay, within thirty (30) days after its receipt
of the Estimate Statement, a fraction of the Estimated Excess for the
then-current Expense Year (reduced by any amounts paid pursuant to the next to
last sentence of this Section 4). 
Such fraction shall have as its numerator the number of months which have
elapsed in such current Expense Year, including the month of such payment, and
twelve (12) as its denominator.  Until a
new Estimate Statement is furnished (which Landlord shall have the right to
deliver to Tenant at any time, but not more than twice in any calendar year),
Tenant shall pay monthly, with the monthly Base Rent installments, an amount
equal to one-twelfth (1/12) of the total Estimated Excess set forth in the
previous Estimate Statement delivered by Landlord to Tenant.


 


5.             Tenant’s
Audit Right.  Subject to the provisions of this
paragraph, Tenant shall have the right, at Tenant’s cost and expense, to
examine all documentation and calculations prepared in the determination of
Landlord’s Statement:


 


22

















 


1.                                       Such
documentation and calculation shall be made available to Tenant at the offices
where Landlord keeps such records during normal business hours within a
reasonable time after Landlord receives a written request from Tenant to make
such examination.


 


2.                                       Tenant shall
have the right to make such examination no more than once in respect of any
period in which Landlord has given Tenant Landlord’s Statement.


 


3.                                       Any request for
examination in respect of any Expense Year may be made no more than one hundred
twenty (120) days after Landlord delivers Landlord’s Statement to Tenant of the
actual amount of Operating Expenses in respect of such period.


 


4.                                       Such
examination may be made only by a nationally or regionally recognized
independent certified public accounting firm or firm specializing in such audit
services, or other certified public accounting firm or firm specializing in
such audit services reasonably approved by Landlord.  In no event shall any examiner of Tenant be
paid by or on behalf of Tenant on a contingent fee basis.


 


5.                                       As a condition
to performing any such examination, Tenant and its examiners shall be required
to execute and deliver to Landlord an agreement, in form acceptable to
Landlord, agreeing to keep confidential any information which it discovers
about Landlord or the Building in connection with such examination.


 


23
















 


EXHIBIT C


 


FORM OF
SUBORDINATION, NON-DISTURBANCE


AND
ATTORNMENT AGREEMENT


 


See attached.


 


24

















 


GCCFC 2007-GG9; Loan No. 309991008


 


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT


 


This
Subordination, Non-Disturbance and Attornment Agreement (the “Agreement”) is
dated as of the
                      
day of
                    ,
2008 between LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED
HOLDERS OF GREENWICH CAPITAL COMMERCIAL FUNDING CORP., COMMERCIAL MORTGAGE
TRUST 2007-GG9, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-GG9
(“Lender”), and
                              .,
a                         corporation
(“Tenant”).


 


RECITALS


 


A.            Tenant is the
tenant under a certain lease (the “Lease”) dated
                                    ,
2008, with 100 & 200 Clarendon LLC, a Delaware limited liability
company (“Landlord”) or its predecessor in interest, of premises described in
the Lease (the “Premises”) located in a certain building located at 200
Clarendon Street, Boston, Massachusetts and more particularly described in Exhibit A
attached hereto and made a part hereof (such office building, including the
Premises, is hereinafter referred to as the “Property”).


 


B.            This Agreement is being
entered into in connection with a mortgage loan (the “Loan”) currently held by
Lender to Landlord,  secured by, among
other things:  (a) that certain
first Fee and Leasehold Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of December 28, 2006 on and of the Property (the “Mortgage”)
recorded with the registry or clerk of the county in which the Property is
located (the “Records”); and (b) that certain first Assignment of Leases
and Rents dated as of December 28, 2006 on the Property (the “Assignment
of Leases and Rents”) recorded in the Records. 
The Mortgage and the Assignment of Leases and Rents are hereinafter
collectively referred to as the “Security Documents”.


 


AGREEMENT


 


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


 


1.             Tenant agrees that the Lease is and shall be subject and subordinate to
the Security Documents and to all present or future advances under the
obligations secured thereby and all renewals, amendments, modifications,
consolidations, replacements and extensions of the secured obligations and the
Security Documents, to the full extent of all amounts secured by the Security
Documents from time to time.  Said
subordination is to have the same force and effect as if the Security Documents
and such renewals, modifications, consolidations, replacements and extensions
thereof had been executed, acknowledged, delivered and recorded prior to the
Lease, any amendments or modifications thereof and any notice thereof.


 


25





















 


2.             Lender agrees that, if the Lender exercises any of its rights under the
Security Documents, including an entry by Lender pursuant to the Mortgage or a
foreclosure of the Mortgage, Lender shall not disturb Tenant’s right of quiet
possession of the Premises under the terms of the Lease so long as Tenant is
not in default beyond any applicable grace period of any term, covenant or
condition of the Lease.


 


3.             Tenant agrees that, in the event of a foreclosure of the Mortgage by
Lender or the acceptance of a deed in lieu of foreclosure by Lender or any
other succession of Lender to fee ownership, Tenant will attorn to and
recognize Lender as its landlord under the Lease for the remainder of the term
of the Lease (including all extension periods which have been or are hereafter
exercised) upon the same terms and conditions as are set forth in the Lease,
and Tenant hereby agrees to pay and perform all of the obligations of Tenant
pursuant to the Lease.


 


4.             Tenant agrees that, in the event Lender succeeds to the interest of
Landlord under the Lease, Lender shall not be:


 


(a)           liable for any act or
omission of any prior Landlord (including, without limitation, the then
defaulting Landlord), other than those of a continuing nature, or


 


(b)           subject to any defense or offsets which Tenant may
have against any prior Landlord (including, without limitation, the then
defaulting Landlord) unless Lender has received written notice of same, or


 


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


 


(d)           bound by any obligation to make any payment to
Tenant which was required to be made prior to the time Lender succeeded to any
prior Landlord’s interest other than the Allowance Amount and the Space Planning
Allowance, or


 


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


 


(f)            bound by any surrender, termination, amendment or
modification of the Lease made without the consent of Lender, provided that
such consent shall not be required if such surrender, termination, amendment or
modification of the Lease is pursuant to Tenant’s express rights as set forth
in the Lease.


 


5.             Tenant agrees that, notwithstanding any provision hereof to the
contrary, the terms of the Mortgage shall continue to govern with respect to
the disposition of any insurance proceeds or eminent domain awards, and any
obligations of Landlord to restore the real estate of which the Premises are a
part shall, insofar as they apply to Lender, be limited to insurance proceeds
or eminent domain awards received by Lender after the deduction of all costs
and expenses incurred in obtaining such proceeds or awards, provided that if the
Premises are not restored as provided in the Lease, Tenant may terminate the
Lease.


 


26





















 


6.             Tenant hereby agrees to give to Lender copies of all notices of
Landlord default(s) under the Lease in the same manner as, and whenever,
Tenant shall give any such notice of default to Landlord, and no such notice of
default shall be deemed given to Landlord unless and until a copy of such
notice shall have been so delivered to Lender. 
Lender shall have the right to remedy any Landlord default under the
Lease, or to cause any default of Landlord under the Lease to be remedied, and
for such purpose Tenant hereby grants Lender such additional period of time as
may be reasonable to enable Lender to remedy, or cause to be remedied, any such
default in addition to the period given to Landlord for remedying, or causing
to be remedied, any such default.  Tenant
shall accept performance by Lender of any term, covenant, condition or agreement
to be performed by Landlord under the Lease with the same force and effect as
though performed by Landlord.  No
Landlord default under the Lease shall exist or shall be deemed to exist (i) as
long as Lender, in good faith, shall have commenced to cure such default within
the above referenced time period and shall be prosecuting the same to
completion with reasonable diligence, subject to force majeure, or (ii) if
possession of the Premises is required in order to cure such default, or if
such default is not susceptible of being cured by Lender, as long as Lender, in
good faith, shall have notified Tenant that Lender intends to institute
proceedings under the Security Documents, and, thereafter, as long as such
proceedings shall have been instituted and shall be prosecuted with reasonable diligence.  Lender shall have the right, without Tenant’s
consent, to foreclose the Mortgage or to accept a deed in lieu of foreclosure
of the Mortgage or to exercise any other remedies under the Security Documents.


 


7.             Tenant hereby consents to the Assignment of Leases and Rents from
Landlord to Lender in connection with the Loan. 
Tenant acknowledges that the interest of the Landlord under the Lease is
to be assigned to Lender solely as security for the purposes specified in said
assignments, and Lender shall have no duty, liability or obligation whatsoever
under the Lease or any extension or renewal thereof, either by virtue of said
assignments or by any subsequent receipt or collection of rents thereunder,
unless Lender shall specifically undertake such liability in writing or unless
Lender or its designee or nominee becomes, and then only with respect to
periods in which Lender or its designee or nominee becomes, the fee owner of
the Premises.  Tenant agrees that upon
receipt of a written notice from Lender of a default by Landlord under the
Loan, Tenant will thereafter, if requested by Lender, pay rent to Lender in
accordance with the terms of the Lease.


 


8.             The Lease shall not be modified, amended or terminated (except as
permitted pursuant to Section 4(f) hereof).


 


9.             Any notice, election, communication, request or other document or
demand required or permitted under this Agreement shall be in writing and shall
be deemed delivered on the earlier to occur of (a) receipt or (b) the
date of delivery, refusal or nondelivery indicated on the return receipt, if
deposited in a United States Postal Service Depository, postage prepaid, sent
certified or registered mail, return receipt requested, or if sent via a
recognized commercial courier service providing for a receipt, addressed to
Tenant or Lender, as the case may be, at the following addresses:


 


If to Tenant:


 


27

















 


with a copy to :


 


If to Lender:


 


Wachovia Bank, National Association


201 S. College Blvd.


Charlotte, North Carolina 28244-1075


Attention:   Real Estate Services


Deal Name:   GCCFC 2007-GG9; Loan
No. 309991008


 


10.           The term “Lender” as used herein includes any successor or assign of
the named Lender herein, including without limitation, any co-lender at the
time of making the Loan, any purchaser at a foreclosure sale and any transferee
pursuant to a deed in lieu of foreclosure, and their successors and assigns,
and the terms “Tenant” and “Landlord” as used herein include any successor and
assign of the named Tenant and Landlord herein, respectively.


 


11.           If any provision of this Agreement is held to be invalid or
unenforceable by a court of competent jurisdiction, such provision shall be
deemed modified to the extent necessary to be enforceable, or if such
modification is not practicable, such provision shall be deemed deleted from
this Agreement, and the other provisions of this Agreement shall remain in full
force and effect, and shall be liberally construed in favor of Lender.


 


12.           Neither this Agreement nor any of the terms hereof may be terminated,
amended, supplemented, waived or modified orally, but only by an instrument in
writing executed by the party against which enforcement of the termination,
amendment, supplement, waiver or modification is sought.


 


13.           This Agreement shall be
construed in accordance with the laws of the state of in which the Property is
located.


 


14.           The person
executing this Agreement on behalf of Tenant is authorized by Tenant to do so
and execution hereof is the binding act of Tenant enforceable against Tenant.


 


 


[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;


SIGNATURES ON FOLLOWING PAGE]


 


28

















 


Witness the execution hereof [under seal] as
of the date first above written.


 


	
   

  	
  LENDER:

  	
  LASALLE
  BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF GREENWICH
  CAPITAL COMMERCIAL FUNDING CORP., COMMERCIAL MORTGAGE TRUST 2007-GG9,
  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-GG9

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LNR
  Partners, Inc., a Florida 

  corporation, its attorney-in-fact

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
    Name: Randolph J. Wolpert

  
	
   

  	
   

  	
   

  	
   

  	
    Title: Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  
						



 


The
undersigned Landlord hereby consents to the foregoing Agreement and confirms
the facts stated in the foregoing Agreement.


 


	
   

  	
  LANDLORD:

  	
  100 &
  200 CLARENDON LLC,

  
	
   

  	
   

  	
  A
  Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
   

  	
    Title:

  



 


29

















 


STATE
OF FLORIDA                                  )


                                                                       )
SS.


COUNTY
OF MIAMI-DADE                      )


 


On
                                  ,2008,
personally appeared and known to me the above named
                              
                                      ,
a                             
of Wachovia Bank, National Association, Randolph J. Wolpert, a Vice President
of LNR Partners, Inc., a Florida corporation, as attorney-in-fact for
LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE FOR THE REGISTERED HOLDERS OF
GREENWICH CAPITAL COMMERCIAL FUNDING CORP., COMMERCIAL MORTGAGE TRUST 2007-GG9,
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-GG9 and acknowledged
the foregoing to be the free act and deed of said trust, before me.


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  My
  commission expires:

  



 


 


STATE
OF                                                    )


                                                                       )
SS.


COUNTY
OF                                                )


 


On
                      ,
2008, personally appeared the above named
                            ,
the
                                              ,
of
                                  
and acknowledged the foregoing to be the free act and deed of said corporation
before me.


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  My
  commission expires:

  



 


 


STATE
OF                                                    )


                                                                       )
SS.


COUNTY
OF                                                )


 


On
                            ,
2008, personally appeared the above named                                 ,
the
                        
of 100 & 200 CLARENDON LLC, a Delaware limited liability company and
acknowledged the foregoing to be the free act and deed of said company before
me.


 


 


	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
  My
  commission expires:

  



 


30

















 


EXHIBIT A OF SNDA


 


LEGAL DESCRIPTION


 


[See attached]


 


31

















 


EXHIBIT D


 


LIST OF
COMPETITORS


 


Analysis
Group


AT
Kearney


Bain &
Company


Booz
Allen Hamilton


Cornerstone
Research


Huron
Consulting Group


LECG


McKinsey &
Company


Navigant
Consulting


NERA
Economic Consulting


 


32

















 


EXHIBIT 1


 


JOHN HANCOCK TOWER


LIST OF
LEGAL HOLIDAYS


 


For the purposes of the
Lease of which this Exhibit is a part, the term “Legal Holidays” shall be construed to
include those days upon which the following holidays are legally observed from
time to time, according to the laws of The Commonwealth of Massachusetts or the
United States of America:


 


New
Year’s Day Martin


Luther
King, Jr. Day


Presidents’
Day


Memorial
Day


Independence
Day


Labor
Day


Thanksgiving
Day


Christmas
Day


 


The term “Legal Holidays”
shall also include such additional holidays, if any, hereafter provided for by
The Commonwealth of Massachusetts or the United States of America, except that
no day (even if enumerated above) shall be considered to be a “Legal Holiday”
if the New York Stock. Exchange is open for trading on all or part of such day.


 


33

















 


EXHIBIT 2


 


JOHN HANCOCK TOWER


JANITORIAL SPECIFICATIONS


 


	
  OFFICE
  AREA

  
	
   

  	
   

  
	
  Daily:

  	
  (Monday through Friday,
  inclusive, holidays excepted)

  
	
   

  	
   

  
	
  1.

  	
  Empty all waste
  receptacles and return to proper locations.

  
	
  2.

  	
  Sweep and dust mop all
  uncarpeted areas.

  
	
  3.

  	
  Vacuum all rugs and
  carpeted areas.

  
	
  4.

  	
  Dust all horizontal
  surfaces of furniture and equipment within normal reach.

  
	
  5.

  	
  Clean and sanitize ail
  drinking fountains and water coolers.

  
	
  6.

  	
  Remove fingermarks from
  glass doors.

  
	
  7.

  	
  Wipe clean all brass and
  other metal surfaces within normal reach.

  
	
  8.

  	
  All lights turned off and
  doors Socked after cleaning.

  
	
  9.

  	
  Dust and wipe down all
  kitchenette countertops. Sweep and mop all kitchenette floors.

  
	
   

  	
   

  
	
  Monthly:

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Remove all fingermarks
  from doors, door jambs, and light switches

  
	
  2.

  	
  Edge vacuum all edges in
  office areas.

  
	
   

  	
   

  
	
  Quarterly:

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Dust all pictures, frames,
  chart boards and similar wall hangings.

  
	
  2.

  	
  Dust all surfaces not
  reached in daily cleaning.

  
	
   

  	
   

  
	
  LAVATORIES

  
	
   

  	
   

  
	
  Daily:

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Sweep and mop floors.

  
	
  2.

  	
  Clean and sanitize all
  floors, toilet seats, bowls, urinals and fixtures.

  
	
  3.

  	
  Clean all mirrors and
  shelves.

  
	
  4.

  	
  Refill dispensers, soap
  dispensers, tissue holders; and sanitary napkin and tampon dispensers,
  materials to be furnished by Landlord.

  
	
  5.

  	
  Empty paper towel
  receptacles. Dust all partitions.

  
	
   

  	
   

  
	
  Monthly:

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Wash all partitions, dispensers,
  and splash areas.

  
	
  2.

  	
  Dust all light fixtures
  and ventilating grilles.

  



 


34

















 


	
  Quarterly:

  	
   

  
	
   

  	
   

  
	
  1.

  	
  Wash all tile walls and
  partitions.

  
	
  2.

  	
  Landlord shall cause the
  exterior windows of the Building to be cleaned no less than twice per year.

  
	
  3.

  	
  Landlord shall cause
  resilient tile floors to be strip waxed no less than twice per year.

  
	
  4

  	
  Landlord shall implement a
  recycling policy and program commensurate with other first-class office
  buildings in Boston, Massachusetts.

  
	
  5.

  	
  Tenant requiring services
  in excess of those described above shall request same through Landlord at
  Tenant’s expense.

  



 


35