exv10w17



 






Exhibit 10.17




EDGEWATER OFFICE PARK

601 Edgewater Drive

Wakefield, MA 01880




OFFICE LEASE




EPSILON DATA MANAGEMENT, INC. as Tenant




 









 








TABLE OF CONTENTS 




	 	 	 	 	 
	Description	 	Page	 
	ARTICLE I REFERENCE DATA
	 	 	1	 
	 
	 	 	 	 
	1.1 SUBJECTS REFERRED To
	 	 	1	 
	1.2 EXHIBITS
	 	 	4	 
	 
	ARTICLE II PREMISES; TERM; RENT
	 	 	5	 
	 
	 	 	 	 
	2.1 PREMISES AND EXCLUSIONS
	 	 	5	 
	2.2 APPURTENANT RIGHTS
	 	 	7	 
	2.3 RESERVATIONS
	 	 	7	 
	2.4 TERM
	 	 	8	 
	2.5 ANNUAL FIXED RENT
	 	 	10	 
	2.6 ADDITIONAL RENT — OPERATING EXPENSES AND TAXES
	 	 	10	 
	2.7 ELECTRICITY
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III CONSTRUCTION
	 	 	15	 
	 
	 	 	 	 
	3.1 LANDLORD WORK
	 	 	15	 
	3.2 TENANT WORK
	 	 	15	 
	3.3 ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV LANDLORD’ S COVENANTS
	 	 	16	 
	 
	 	 	 	 
	4.1 LANDLORD’S COVENANTS
	 	 	16	 
	4.2 INTERRUPTION
	 	 	18	 
	4.3 INSURANCE AND INDEMNIFICATION
	 	 	19	 
	 
	 	 	 	 
	ARTICLE V TENANT’S ADDITIONAL COVENANTS
	 	 	20	 
	 
	 	 	 	 
	5.1 MAINTENANCE AND REPAIR
	 	 	20	 
	5.2 USE, WASTE AND NUISANCE
	 	 	20	 
	5.3 COMPLIANCE WITH LAW
	 	 	21	 
	5.4 RULES AND REGULATIONS
	 	 	22	 
	5.5 SAFETY APPLIANCES
	 	 	22	 
	5.6 INDEMNIFICATION AND INSURANCE
	 	 	22	 
	5.7 TENANT’S PROPERTY
	 	 	23	 
	5.8 ENTRY FOR REPAIRS AND INSPECTIONS
	 	 	23	 
	5.9 ASSIGNMENT, SUBLETTING
	 	 	24	 
	5.10 ALTERATIONS
	 	 	25	 
	5.11 SURRENDER
	 	 	26	 
	5.12 PERSONAL PROPERTY TAXES
	 	 	26	 
	5.13 SIGNS
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VI CASUALTY AND TAKING
	 	 	27	 
	 
	 	 	 	 
	6.1 DAMAGE By FIRE OR CASUALTY
	 	 	27	 
	6.2 CONDEMNATION — EMINENT DOMAIN
	 	 	28	 
	6.3 EMINENT DOMAIN AWARD
	 	 	29	 
	 
	 	 	 	 
	ARTICLE VII DEFAULT
	 	 	29	 
	 
	 	 	 	 
	7.1 TERMINATION FOR DEFAULT OR INSOLVENCY
	 	 	29	 
	7.2 REIMBURSEMENT OF LANDLORD’S EXPENSES
	 	 	30	 
	7.3 DAMAGES
	 	 	30	 






 









 






	 	 	 	 	 
	Description	 	Page	 
	7.4 MITIGATION
	 	 	31	 
	7.5 CLAIMS IN BANKRUPTCY
	 	 	31	 
	7.6 INTEREST ON UNPAID AMOUNTS
	 	 	31	 
	7.7 LATE FEE
	 	 	31	 
	7.8 VACANCY DURING LAST TWO MONTHS
	 	 	32	 
	7.9 WAIVER OF TRIAL BY JURY
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	32	 
	 
	 	 	 	 
	8.1 HOLDOVER
	 	 	32	 
	8.2 ESTOPPEL CERTIFICATES
	 	 	33	 
	8.3 NOTICE
	 	 	33	 
	8.4 LANDLORD’S RIGHT To CURE
	 	 	33	 
	8.5 SUCCESSORS AND ASSIGNS
	 	 	33	 
	8.6 BROKERAGE
	 	 	34	 
	8.7 WAIVER
	 	 	34	 
	8.8 ACCORD AND SATISFACTION
	 	 	34	 
	8.9 REMEDIES CUMULATIVE
	 	 	34	 
	8.10 PARTIAL INVALIDITY
	 	 	35	 
	8.11 WAIVERS OF LIABILITY AND SUBROGATION
	 	 	35	 
	8.12 ENTIRE AGREEMENT
	 	 	35	 
	8.13 No AGREEMENT UNTIL SIGNED
	 	 	35	 
	8.14 TENANT’S AUTHORIZED REPRESENTATIVE
	 	 	35	 
	8.15 NOTICE OF LEASE
	 	 	36	 
	8.16 TENANT As BUSINESS ENTITY
	 	 	36	 
	8.17 INTENTIONALLY OMITTED
	 	 	36	 
	8.18 FINANCIAL STATEMENTS
	 	 	36	 
	8.19 MISCELLANEOUS PROVISIONS
	 	 	36	 
	8.20 PRIOR LEASE REIMBURSEMENT
	 	 	37	 
	8.21 GUARANTY
	 	 	37	 
	 
	 	 	 	 
	ARTICLE IX LANDLORD’S LIABILITY AND ASSIGNMENT FOR FINANCING
	 	 	38	 
	 
	 	 	 	 
	9.1 LANDLORD’S LIABILITY
	 	 	38	 
	9.2 ASSIGNMENT OF RENTS
	 	 	38	 
	 
	 	 	 	 
	ARTICLE X SUBORDINATION AND NON- DISTURBANCE
	 	 	39	 
	 
	 	 	 	 
	ARTICLE XI PARKING
	 	 	40	 
	 
	 	 	 	 
	11.1 GENERAL
	 	 	40	 
	11.2 EMPLOYEE PARKING
	 	 	41	 
	11.3 PATRON PARKING
	 	 	41	 
	 
	 	 	 	 
	ARTICLE XII ROOF SPACE
	 	 	42	 
	 
	 	 	 	 
	12.1 GPS ANTENNA
	 	 	42	 
	 
	 	 	 	 
	ARTICLE XIII BACK-UP GENERATOR
	 	 	43	 
	 
	 	 	 	 
	13.1 BACK-UP GENERATOR
	 	 	43	 






 









 






INDEX OF DEFINED TERMS 




	 	 	 	 	 	 	 	 	 	 	 
	A
	 	 	 	 	 	Indemnitees	 	 	22	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	37	 
	Additional Rent
	 	 	10	 	 	L	 	 	 	 
	Annual Fixed Rent
	 	 	2	 	 	 	 	 	 	 
	Automobile Parking Area
	 	 	41	 	 	Land	 	 	3	 
	 
	 	 	 	 	 	 	 	 	 	 
	B
	 	 	 	 	 	Landlord	 	 	1, 34	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Landlord Failure	 	 	19	 
	Base Complex Operating Expenses
	 	 	13	 	 	Landlord’s Complex Operating Expenses	 	 	13	 
	Base Operating Expenses per Square Foot of
	 	 	 	 	 	Landlord’s Operating Expenses	 	 	11	 
	Rentable Floor Area
	 	 	3	 	 	Landlord’s Taxes	 	 	13	 
	Base Taxes per Square Foot of Rentable Floor Area
	 	 	3	 	 	Landlord’s Address	 	 	1	 
	 
	 	 	 	 	 	Lease Year	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	Broker
	 	 	4	 	 	 	 	 	 	 
	Building
	 	 	3	 	 	 	 	 	 	 
	Business Day
	 	 	37	 	 	0	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	C
	 	 	 	 	 	Offered Space	 	 	6	 
	 
	 	 	 	 	 	 	 	 	 	 
	Complex
	 	 	3	 	 	Outside Restoration Date	 	 	27	 
	Construction Manual
	 	 	15	 	 	p	 	 	 	 
	Controllable Operating Expenses
	 	 	13	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	E
	 	 	 	 	 	Permitted Transfer	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Permitted Uses	 	 	4	 
	Encumbrance
	 	 	24	 	 	Premise Address	 	 	2	 
	Estimated Term Commencement Date
	 	 	2	 	 	Premises	 	 	4	 
	Expansion Market Rent
	 	 	6	 	 	Prior Lease Reimbursement	 	 	3	 
	Extension Term
	 	 	8	 	 	Public Liability Insurance	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	F
	 	 	 	 	 	R	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Fair Market Rent
	 	 	9	 	 	Rent	 	 	11	 
	Financing Party
	 	 	39	 	 	Rent Commencement Date	 	 	2	 
	First Offered Space
	 	 	6	 	 	Rentable Floor Area of Building	 	 	3	 
	Force Majeure
	 	 	18	 	 	Rentable Floor Area of Premises	 	 	4	 
	 
	 	 	 	 	 	 	 	 	 	 
	G
	 	 	 	 	 	Rooftop Installation Area	 	 	42	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Rooftop License	 	 	42	 
	Generator Rent
	 	 	45	 	 	T	 	 	 	 
	GPS Antenna
	 	 	42	 	 	 	 	 	 	 
	GPS Rent
	 	 	43	 	 	Tenant	 	 	1, 34	 
	Ground Installation Area
	 	 	44	 	 	Tenant Work	 	 	15	 
	Ground License
	 	 	44	 	 	Tenant’s Initial Construction	 	 	16	 
	Guarantor
	 	 	4, 30, 38	 	 	Tenant’s Pro Rata Share of
Landlord’s Complex	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	H
	 	 	 	 	 	Operating Expenses	 	 	13	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Tenant’s Authorized Representative	 	 	4	 
	Hazardous Substances
	 	 	20	 	 	Tenant’s Notice Address	 	 	1	 
	Hours of Operation
	 	 	17	 	 	Term Commencement Date	 	 	2	 
	 
	 	 	 	 	 	 	 	 	 	 
	I
	 	 	 	 	 	Term Expiration Date	 	 	2	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Transferees	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 
	Improvement Allowance
	 	 	3	 	 	Transfers	 	 	24	 






 









 






EDGEWATER OFFICE PARK

601 Edgewater Drive

Wakefield, MA 01880




LEASE dated July 30,
2002
 ARTICLE I




REFERENCE DATA




     1.1 SUBJECTS REFERRED TO



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



	 	 	 
	LANDLORD:

	 	601 Edgewater LLC
	 
	 	 
	LANDLORD’S ADDRESS:

	 	P. O. Box 54929
	

	 	225 Wyman Street
	

	 	Waltham, Massachusetts 02454-9249
	

	 	Attention: Real Estate Manager
	 
	 	 
	TENANT:

	 	EPSILON DATA MANAGEMENT, INC., a
Delaware corporation
	 
	 	 
	

	 	Prior to Term Commencement Date:
	TENANT’S NOTICE ADDRESS:
	 	 
	 
	 	 
	

	 	The Relizon Company 2200
	

	 	East Monument Street
	

	 	Dayton, Ohio 45402
	

	 	Attention: Timothy Smiley
	 
	 	 
	

	 	With a copy to:
	 
	 	 
	

	 	CRESA Partners
	

	 	700 SW Taylor Street
	

	 	Suite 222
	

	 	Portland, OR 97205
	

	 	Attention: Craig Reinhart
	 
	 	 
	

	 	After Term Commencement Date:
	 
	 	 
	

	 	The Premises Address (set forth below)
	 
	 	 
	

	 	With copies to:
	 
	 	 
	

	 	The Relizon Company






-1-









 






	 	 	 
	

	 	2200 East Monument Street
	

	 	Dayton, Ohio 45402
	

	 	Attention: Timothy Smiley
	 
	 	 
	

	 	CRESA Partners
	

	 	700 SW Taylor Street
	

	 	Suite 222
	

	 	Portland, OR 97205
	

	 	Attention: Craig Reinhart
	 
	 	 
	PREMISES ADDRESS:

	 	601 Edgewater Drive
	

	 	Wakefield, Massachusetts 01880
	 
	 	 
	ESTIMATED TERM
	 	 
	COMMENCEMENT DATE

	 	May 1, 2003
	 
	 	 
	TERM COMMENCEMENT DATE:

	 	As defined in Section 2.4
	 
	 	 
	RENT COMMENCEMENT DATE:

	 	The date one (1) month following the Term
Commencement Date.
	 
	TERM EXPIRATION DATE:

	 	The last day of the 10th Lease Year subject to
extension as set forth in Section 2.4.1.
	 
	 	 
	LEASE YEAR:

	 	Each Lease Year shall consist of twelve (12)
calendar months beginning with the Term
Commencement Date, except that if the Term
Commencement Date is not the first day of a
calendar month, then Lease Year 1 shall include
the partial month at the beginning of the Term in
addition to the following twelve (12) calendar
months, and the Annual Rent for Lease Year 1
shall be proportionately increased.
	 
	 	 
	ANNUAL FIXED RENT:
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Rent Per Square Foot of	 
	 	 	 	 	 	 	 	 	 	 	Premises Rentable	 
	Lease Year	 	Annual Fixed Rent	 	 	Monthly Fixed Rent	 	 	Floor Area	 
	1-3
	 	$	2,079,609.00	 	 	$	173,300.75	 	 	$	21.50	 
	4-7
	 	$	2,127,972.00	 	 	$	177,331.00	 	 	$	22.00	 
	8-10
	 	$	2,418,150.00	 	 	$	201,512.50	 	 	$	25.00	 






-2-









 






	 	 	 	 	 	 	 
	BASE OPERATING EXPENSES

PER SQUARE FOOT OF

RENTABLE FLOOR AREA:

	 	Annual Operating Expenses per square foot of
Rentable Floor Area for the calendar year 2004,
adjusted to reflect the fully assessed tax value at
95% occupancy.	 	 	 	 
	 
	 	 	 	 	 	 
	BASE TAXES PER

SQUARE FOOT OF RENTABLE FLOOR

AREA:

	 	Landlord’s Taxes per square foot of Rentable
Floor Area for the fiscal year 2004 (July 1, 2003 –
June 30, 2004), adjusted to reflect 95%
occupancy.	 	 	 	 
	 
	 	 	 	 	 	 
	IMPROVEMENT ALLOWANCE

	 	$40.00 per square foot of Rentable Floor Area of
the Premises ($3,939,480) plus (x) the cost of a
concrete pad for Tenant’s Emergency Generator
up to a maximum amount of $5,000 and (y) the
cost of seven (7) security card readers to be
installed for the Premises.	 	 	 	 
	 
	 	 	 	 	 	 
	PRIOR LEASE REIMBURSEMENT:

	 	$500,000.00	 	 	 	 
	 
	 	 	 	 	 	 
	LAND:

	 	The land upon which the Building is situated
including parking areas, garages, drives, walks,
landscaped areas and other common areas serving
the Building.	 	 	 	 
	 
	 	 	 	 	 	 
	COMPLEX:

	 	A two-building project comprised of the Building
and a proposed building to be constructed at 701
Edgewater Drive, Wakefield, Massachusetts.	 	 	 	 
	 
	 	 	 	 	 	 
	BUILDING:

	 	The entire building known and numbered as 601
Edgewater Drive, Wakefield, MA 01880 and all
other improvements on the Land.	 	 	 	 
	 
	 	 	 	 	 	 
	RENTABLE FLOOR

AREA OF BUILDING

	 	Conclusively agreed to be 154,010 square feet. In
the event of any material change to the Building,
the change in Rentable Floor Area shall be
reasonably agreed upon by the parties using the
ANSI/BOMA Z65.1 – 1966 method of
measurement, except that only one-half of the area
of the cafeteria shall be included in the calculation
of Rentable Floor Area.	 	 	 	 






-3-









 






	 	 	 	 	 	 	 
	PREMISES:

	 	The space delineated on Exhibit A-1.	 	 	 	 
	 
	 	 	 	 	 	 
	RENTABLE FLOOR AREA

OF PREMISES:

	 	Conclusively agreed to be 96,726 square feet
located on Floors 1 and 3-5 (excluding Fitness
Center). In the event of any changes to the
dimensions of the Premises, the change in
Rentable Floor Area shall be reasonably agreed
upon by the parties using the ANSI/BOMA Z65.1
– 1966 method of measurement, except that only
one-half of the area of the cafeteria shall be
included in the calculation of Rental Floor Area.	 	 	 	 
	 
	 	 	 	 	 	 
	PERMITTED USES:

	 	General Office Uses	 	 	 	 
	 
	 	 	 	 	 	 
	GUARANTOR:

	 	The Relizon Company, a Delaware corporation	 	 	 	 
	 
	 	 	 	 	 	 
	PUBLIC LIABILITY INSURANCE:

	 	$     5,000,000.00	 	 	 	 
	 
	 	 	 	 	 	 
	BROKER:

	 	CRESA Partners, Trammell Crow Company, and
R.M. Bradley & Co., Inc.	 	 	 	 
	 
	 	 	 	 	 	 
	TENANT’S AUTHORIZED
	 	 	 	 	 	 
	REPRESENTATIVE:

	 	Mr. Timothy Smiley	 	 	 	 






1.2 EXHIBITS

The following is a list of Exhibits attached to this Lease.




	 	 	 
	Exhibit A-1:

	 	Plan of Premises
	 	 	 
	Exhibit A-2:

	 	Plan of First Offer Space
	 	 	 
	Exhibit A-3:

	 	Plan showing Walkway
	 	 	 
	Exhibit B:

	 	Initial Construction
	 	 	 
	Exhibit C-1:

	 	Landlord’s Cleaning Specifications
	 	 	 
	Exhibit C-2:

	 	Heat and Air Conditioning Specification
	 	 	 
	Exhibit D:

	 	Rules and Regulations
	 	 	 
	Exhibit E:

	 	(Intentionally Omitted)
	 	 	 
	Exhibit F:

	 	Confirmation of Lease Commencement
	 	 	 
	Exhibit G:

	 	Guaranty







-4-









 






Exhibit H. Data Room and Fitness Room Fixtures




ARTICLE II




PREMISES; TERM; RENT




2.1 PREMISES AND EXCLUSIONS 




               Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises. The
Premises exclude parking areas, common areas and facilities of the Building, including without
limitation exterior faces of exterior walls, the common stairways and stairwells, entranceways and
any lobby and courtyard areas, elevators and elevator wells, fan rooms, electric and telephone
closets, janitor closets, freight elevator vestibules, and pipes, ducts, conduits, wires and
appurtenant fixtures serving other parts of the Building (exclusively or in common) and other
common areas and facilities. If the Premises include less than the entire rentable area of any
floor, then the Premises also exclude the common corridors, elevator lobby and toilets located on
such floor. The Premises shall include the area shown as “Fitness Center” on Exhibit A-I,
which shall be used on an exclusive basis by Tenant as a fitness area and for no other purpose.
Landlord shall provide, at its expense, mirrors and appropriate heating, ventilation, and
air-conditioning for the Fitness Center. Tenant shall provide, at its expense, all other equipment
and facilities for the Fitness Center and shall be responsible for the use and operation of the
Fitness Center. The area of the Fitness Center shall not be included in the Rentable Floor Area of
the Premises for purposes of calculating Annual Fixed Rent or Additional Rent for Landlord’s
Operating Expenses and Taxes, but Tenant shall pay any other charges under this Lease which are
applicable to the Fitness Center (such as electricity). If at any time Tenant (due to modifications
of this Lease, the exercise of rights of recapture by Landlord, or otherwise) no longer leases at
least one-half of the Building, Landlord after notice to Tenant shall have the right to exclude the
Fitness Center from the Premises and operate the Fitness Center as a common amenity for Tenant and
others, and if at any time Tenant no longer leases at least one-third of the Building then Landlord
after notice to Tenant may exclude the Fitness Center from the Premises and shall have no
obligation to provide this amenity for Tenant. Notwithstanding the foregoing, Tenant shall have the
right, by notice to Landlord no later than thirty (30) days after receipt of Landlord’s notice, to
elect to supersede Landlord’s decision to exclude the Fitness Center from the Premises or to
convert the Fitness Center to a common amenity, but if Tenant exercises this election, the rentable
area of the Fitness Center shall be added to the Rentable Square Footage of the Premises and
appropriate adjustments shall be made to the Annual Fixed Rent and Additional Rent in order that
the Fitness Center shall be included in the Premises in determining the amounts owed by Tenant from
that point forward. If Landlord exercises its right set forth above and Tenant does not elect to
supersede the exercise of that right, Tenant shall be relieved from any further responsibility for
the use and operation of the Fitness Center and shall have the right to remove all equipment and
fixtures that it has placed or installed in the Fitness Center.



     This Lease is subject to all easements, restrictions, agreements, and encumbrances of
record to the extent in force and applicable. Landlord represents that such title matters do not
and will not materially affect Tenant’s use of the Premises as permitted under this Lease.



-5-




 









 








     2.1.1 RIGHT OF FIRST OFFER FOR CONTIGUOUS SPACE



     Simultaneously with any offer to lease or any portion of certain premises, as shown on
Exhibit A-2 (the” First Offer Space”), to any third party, Landlord shall offer to
lease such space (the “Offered Space”) to Tenant at the Expansion Market Rent (defined
below) and except as otherwise specified herein on the same terms and conditions as this Lease,
provided however, that (a) if there are less than three (3) Lease Years left in the Term at the
time Landlord is offering to lease the Offered Space, Tenant may lease the Offered Space only if
Tenant has, and irrevocably exercises, an Extension Option set forth in Section 2.4.1 for
the Premises so that the Offered Space shall be leased by Tenant for more than a three (3) year
term, (b) the Offered Space shall be leased by Tenant in its “as is” condition with such tenant
improvement allowances, free rent, or other concessions as are then being offered generally for
comparable space in comparable properties in the “Metro-North” area, (c) the figures for Base
Operating Expenses and Base Taxes applicable to the Offered Space shall be the actual amounts
(adjusted to 95% occupancy) for the calendar year and fiscal year, respectively, in which the
Offered Space is to be delivered to Tenant, and (d) Tenant may elect to lease either the Offered
Space or, at Tenant’s option, the entire First Offer Space to the extent that the same is not then
under lease to other tenants or the subject of active lease negotiations following an offer to
Tenant under this Section 2.1.1. Any tenant or occupant of the Offered Space from time to
time, any affiliate thereof, or Thomas Gregory Associates to the extent of its rights to lease a
portion (approximately 3,000 square feet) of such space as of the date hereof shall not be
considered a “third-party” for purposes of this Section 2.1.1, and Landlord shall be free
to lease the Offered Space to any of the foregoing without offering the same to Tenant.



     Any offer by Landlord under this Section 2.1.1 may be accepted by Tenant by written
notice given within ten (10) Business Days, as defined in Section 8.19, of delivery of
Landlord’s offer. If Tenant does not timely accept Landlord’s offer, then Tenant’s rights under
this Section 2.1.1 shall be deemed conclusively waived by Tenant with respect to the next
lease of the Offered Space provided that the next such lease of the Offered Space is entered into
within twelve (12) months after Tenant’s failure to accept Landlord’s offer, and Landlord shall
have no further obligation to offer the Offered Space to Tenant before next leasing the same to a
third party occurring within such twelve (12) month period, but this Section 2.1.1 shall
apply to any other lease of First Offer Space. The first lease of each portion of the First Offer
Space entered into by Landlord with another tenant shall include a right of Landlord, at
Landlord’s expense, to relocate the Tenant’s Premises to other comparable space in the Building or
the Complex, provided (i) after the initial lease of each portion of the First Offer Space,
Landlord shall have no obligation to include a relocation right in subsequent leases of the same
space, and (ii) Landlord shall have no obligation to Tenant to relocate any other tenant from the
First Offer Space (any such relocation to be negotiated in the discretion of the parties if
relocation space is available). In the event that Tenant accepts any offer by Landlord under this
section, the leasing of such Offered Space and the rent therefor shall be documented by an
Amendment to this Lease. Tenant’s rights under this Section 2.1.1 shall be rendered void,
at Landlord’s election, if Tenant is in default beyond any applicable notice or grace period at
the time Landlord offers any space to a third party or at the time Tenant’s lease of any Offered
Space under this Section 2.1.1 would otherwise commence.



     “Expansion Market Rent” shall mean the then prevailing market rate for a five (5)
year lease of office space in the greater “Metro-North” area comparable to the Offered Space in
terms of location within a building, finish, age, building quality and amenities for a tenant of
equal size and financial strength as Tenant, under terms and conditions substantially the same as
those on which Tenant shall have the right to lease the Offered Space. If Landlord and Tenant have
not agreed, in writing, on the Expansion Market Rent for the Offered Space within fourteen (14)
days after Tenant accepts Landlord’s offer, then at the request of either party Expansion Market
Rent for the Offered Space shall be determined in accordance with the arbitration procedure set
forth in Section 2.4.1 for the determination of Fair Market Rent.



-6-




 









 








     If Tenant exercises its rights under this Section 2.1.1, Landlord shall use
reasonable efforts to deliver the Offered Space as set forth in Landlord’s offer. Landlord’s
failure to deliver, or delay in delivering, all or any part of the Offered Space by reason of
Force Majeure, as such term is defined in Section 4.2, and including continued occupancy
of any such Offered Space by any occupant thereof shall not give rise to any liability of
Landlord, shall not alter Tenant’s obligation to accept such Offered Space when delivered, shall
not constitute a default of Landlord, and shall not affect the validity of the Lease.



     This Section 2.1.1 shall not be construed to grant to Tenant any rights or interest
in any space in the Building and any claims by Tenant alleging a failure of Landlord to comply
herewith shall be limited to claims for monetary damages and Tenant may not assert any rights in
any space nor file any lis pendens or similar notice with respect thereto.



     2.2 APPURTENANT RIGHTS



     Tenant shall have, as appurtenant to the Premises, rights to use in common (subject to
reasonable rules of general applicability to tenants and other users of the Building from time to
time made by Landlord of which Tenant is given written notice): (a) the common lobbies, corridors,
stairways, elevators and loading platform, and the pipes, ducts, conduits, wires and appurtenant
meters and equipment serving the Premises in common with others; (b) common driveways and walkways
necessary for access to the Building; (c) if the Premises include less than the entire rentable
floor area of any floor, the common toilets, corridors and elevator lobby on such floor and
serving the Premises; (d) the roof of the Building for telecommunications antennae; (e) a location
on the ground reasonably designated by Landlord adjacent to the Building for a generator; and (f)
all other areas or facilities in the Building from time to time intended for general use by
Tenant, other Building tenants, and Landlord, subject to reasonable rules from time to time made
by Landlord of which Tenant is given notice. Tenant shall have the right, in common with all other
tenants of the Building, to use the parking areas serving the Building without charge, on a
first-come, first-served basis as set forth in Article 11 hereof. Nothing contained in the
Lease shall prohibit or otherwise restrict Landlord from changing, from time to time, without
notice to Tenant, the location, layout or type of such parking areas, provided that Landlord shall
not substantially reduce the number of parking spaces available for use of tenants of the
Building, and provided that any changes shall be consistent with the requirements of Article
11 hereof.



     2.3 RESERVATIONS



     Landlord reserves the right from time to time, with telephonic notice and without
unreasonable (except in emergency) interruption of Tenant’s use: (a) to install, use, maintain,
repair, replace and relocate for service to the Premises and other parts of the Building, or
either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises
or the Building and (b) to alter or relocate any other common facility, including without
limitation any lobby and courtyard areas. Installations, replacements and relocations referred to
in clause (a) above shall be located as far as practicable in the central core area of the
Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises.



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     2.4 TERM



          (a) If the Term Commencement Date is a date certain agreed upon by the parties at
the time of execution of this Lease, the Term Commencement Date shall be as set forth in
Section 1.1 and the Term shall begin at 12:01 a.m. on such date and shall end at 12:00
midnight on the Term Expiration Date set forth in Section 1.1 or on such earlier date
pursuant to the provisions of this Lease; otherwise, the following provisions shall govern.




          (b) If the Term Commencement Date is not a date certain, the Term shall begin at
12:01 a.m. on the earlier to occur of the following (i) or (ii), which date shall be the
“Term Commencement Date,” and shall end at 12:00 midnight on the Term Expiration
Date set forth in Section 1.1 or on such earlier date pursuant to the provisions of
this Lease.




               (i) The date Tenant enters into possession of all or any portion of the
Premises for the conduct of its business. (The event described in the prior sentence shall not be
deemed to occur by virtue of the installation or testing of computers or other equipment or the
installation of other property of Tenant in the Premises.)



     (ii) May 1, 2003, or if later, the date of substantial completion of Tenant’s
Initial Construction, provided, however, that the extension of the Term Commencement Date beyond
May 1, 2003, shall be applicable only if and to the extent that the completion of Tenant’s Initial
Construction is delayed beyond May 1, 2003, as a result of Force Majeure, as such term is defined
in Section 4.2, and/or delays caused by the action or inaction of Landlord and provided that as a
condition of such extension Tenant shall give notice to Landlord upon learning of the event of
Force Majeure or Landlord delay and Tenant shall use all commercially reasonable efforts to
substantially complete Tenant’s Initial Construction as soon as possible. The May 1, 2003 date in
this clause (ii) shall also be extended one day for each day, if any, more than 60 days after the
date of this Lease until Landlord has completed construction of the demising walls for the
Premises.



Upon request by Landlord, Tenant shall execute a memorandum or other documentation setting forth
the Term Commencement Date, as determined hereunder by Landlord.




          (c) Subject to delay caused by Force Majeure, as such term in defined in Section 
4.2, or caused by action or inaction of Landlord, Tenant shall endeavor, in good faith, to
have the Premises ready for Tenant’s occupancy on the Estimated Term Commencement Date. Tenant’s
failure to have the Premises ready for Tenant’s occupancy on the Estimated Term Commencement Date,
for any reason, shall not give rise to any liability of Tenant hereunder, shall not constitute
Tenant’s default, shall not affect the validity of this Lease, and shall have no effect on the
beginning or end of the Term as otherwise determined hereunder or on Tenant’s obligations
associated therewith except to the extent that the Term Commencement Date may be delayed pursuant
to Section 2.4(b )(ii).




          2.4.1 EXTENSION OPTION. Tenant shall have the option to extend the Term for two (2)
additional five (5) year extension terms (each an “Extension Term”) by notice given to
Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be
exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant
fails timely to exercise its option for any Extension Term, Tenant shall have no further extension
rights hereunder.




     Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in
default beyond any applicable notice or grace period at the time Tenant elects to extend the Term
or at



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the time the Term would expire but for such extension. The extension of the Term shall be
applicable to the entire Premises and Tenant shall have no right to extend the Term for only a
portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall
apply except that Tenant shall have no further option to extend the Term after the last Extension
Term.




     During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety five percent
(95%) of the then prevailing market rate (the “Fair Market Rent”) for a five (5) year
lease of office space in the greater “Metro-North” area comparable to the Premises in terms of
location within a building, finish, age, building quality and amenities for a tenant of equal
size and financial strength as Tenant, under terms and conditions substantially the same as those
of this Lease as though then available for single occupancy for the Permitted Uses (or any higher
and better use then being made by Tenant) in “as-is” condition or such better condition in which
Tenant is required to maintain the Premises.



     Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days
after Tenant exercises the applicable extension option. Tenant shall have the option to accept or
reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension
option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Tenant’s
failure to respond within such period shall be deemed to constitute rejection of Landlord’s
estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be
arbitrated in accordance with the following procedure.



     Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing
Landlord’s estimate of the Fair Market Rent, shall appoint as an arbitrator an MAl appraiser with
at least ten (10) years experience as an appraiser of office buildings in the Greater Boston area,
including first class suburban office buildings, and shall give notice of such appointment to the
other party. If either Landlord or Tenant shall fail timely to appoint an arbitrator, the other
may apply to the Boston office of the American Arbitration Association (lfAAAIf) for appointment
of such an arbitrator five (5) Business Days, as such term is defined in Section 8.19,
after notice of such failure to the delinquent party if such arbitrator has not then been
appointed. The two arbitrators shall, within five (5) Business Days after appointment of the
second arbitrator, appoint a third arbitrator who shall be similarly qualified. If the two
arbitrators are unable to agree timely on the selection of the third arbitrator, then either
arbitrator on behalf of both may request such appointment from the Boston office of the AAA. The
arbitration shall be conducted in accordance with the commercial arbitration rules of the AAA
insofar as such rules are not inconsistent with the provisions of this Lease (in which case the
provisions of this Lease shall govern). The arbitrators shall be charged to reach a majority
written decision in accordance with the standards for the Fair Market Rent as provided in this
Section 2.4.1, within twenty (20) days after the third arbitrator is appointed, by
selecting either of the final estimates of the Fair Market Rent provided by Landlord and Tenant at
the commencement of the hearing. The arbitrators shall have no authority or jurisdiction to make
any other determination of such amount. The cost of the arbitration (exclusive of each party’s
witness and attorneys fees, which shall be paid by such party) shall be borne equally by the
parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the
second or third arbitrator, as the case may be, shall be appointed by any successor organization
providing substantially the same services, and in the absence of such an organization, by a court
of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts.



     If Landlord should delay in giving the notice which begins the valuation procedures of this
Section 2.4.1, or if the process should otherwise be delayed for any reason, then such
procedures shall nevertheless remain in effect and be applicable when and as invoked with respect
to Annual Fixed Rent



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payable during the Extension Term; but until such procedures are completed, Tenant shall pay
on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve
(12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same
within ten (10) days of such determination, retroactively to the beginning of the Extension Term).
Each party shall bear the costs of the arbitrator selected by it and shall share equally in the
costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or
under payments within twenty (20) days after the decision of the arbitrators is announced.




Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant
shall enter into an amendment of this Lease confirming the extension of the Term and the new rate
for Annual Fixed Rent.




     2.5 ANNUAL FIXED RENT



     Tenant covenants and agrees to pay the Annual Fixed Rent in Section 1.1 to Landlord
in advance in equal monthly installments on the Rent Commencement Date (if not the first day of
a month) and thereafter on the first day of each calendar month during the Term. All payments
shall be due without billing or demand and without deduction, setoff or counterclaim except as
otherwise provided in this Lease. Tenant shall make payment for any portion of a month at the
beginning or end of the Term. All payments shall be payable to Landlord at Landlord’s address,
as specified in Section 1.1, or to such other entities at such other places as Landlord
may from time to time designate.



     Without limiting the foregoing, except as expressly set forth in this Lease Tenant’s
obligation so to pay Rent (as hereinafter defined) shall not be discharged or otherwise affected
by any law or regulation now or hereafter applicable to the Premises, or any other restriction on
Tenant’s use, or any casualty or taking, or any failure by Landlord to perform any covenant
contained herein, or any other occurrence except as otherwise provided expressly in this Lease;
and except as expressly set forth in this Lease, Tenant waives all rights now or hereafter
existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof,
or to assert any defense in the nature of constructive eviction to any action seeking to recover
Rent.



     2.6 ADDITIONAL RENT — OPERATING EXPENSES AND TAXES 



          2.6.1 ADDITIONAL RENT — GENERAL COVENANT. Commencing on the first anniversary of the
Term Commencement Date, Tenant covenants and agrees to pay to Landlord, as “Additional
Rent”, (i) an amount equal to the product of (a) the Rentable Floor Area of the Premises and
(b) the excess (if any) of Landlord’s Operating Expenses per square foot of Rentable Floor Area
of the Building over Base Operating Expenses per square foot of Rentable Floor Area of the
Building, (ii) an amount equal to the product of (a) the Rentable Floor Area of the Premises and
(b) the excess (if any) of Landlord’s Taxes per square foot of Rentable Floor Area of the
Building over Base Taxes per square foot of Rentable Floor Area of the Building, provided that if
less than the Total Rentable Floor Area of the Building is occupied at any time during such
period, Landlord may extrapolate those variable components of Landlord’s Operating Expenses
(i.e., those components that vary based on the level of occupancy of the Building) and Landlord’s
Taxes as though the Total Rentable Floor Area of the Building had been ninety-five percent (95%)
occupied at all times during such period, and (iii) any other charges payable by Tenant to
Landlord under this Lease. The term “Rent” as used in this Lease shall mean Annual Fixed
Rent and Additional Rent as set forth in this Lease. Appropriate adjustments shall be made for
any portion of a year at the beginning or end of the Term.




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          2.6.2 PAYMENT. Additional Rent for Operating Expenses and Taxes under this
Section 2.6 shall be paid for any portion of a month following the first anniversary of
the Term Commencement Date and thereafter in monthly installments on the first day of each
calendar month in amounts reasonably estimated by Landlord for the then current calendar year.
Landlord may from time to time revise such estimates based on available information relating to
Landlord’s Operating Expenses and Taxes or otherwise affecting the calculation hereunder. Within
ninety (90) days after the end of each calendar year, Landlord will provide Tenant with an
accounting of Landlord’s Operating Expenses and Taxes and other data necessary to calculate
Additional Rent hereunder for such calendar year prepared in reasonable “line item” detail, and
consistently maintained from year to year in accordance with generally accepted accounting
principles. Upon issuance thereof, there shall be an adjustment between Landlord and Tenant for
the calendar year covered by such accounting to the end that Landlord shall have received the
exact amount of Additional Rent due hereunder. Any overpayments by Tenant hereunder shall be (a)
credited against the next payments of Annual Fixed Rent and Additional Rent due under this
Section 2.6 or (b) refunded in cash to Tenant if the overpayment relates to the calendar
year in which the Term ends, provided there are no outstanding amounts due Landlord under this
Lease at such time. Any underpayments by Tenant shall be due and payable within thirty (30) days
of delivery of Landlord’s statement. With respect to the calendar year in which the Term ends, the
adjustment shall be pro rated for the portion of the year included in the Term, but shall take
place nevertheless at the times provided in the preceding sentences. Landlord may revise its
accounting of Landlord’s Operating Expenses and Taxes until, but not after, the last day of the
next calendar year after the calendar year covered by the accounting and in such event there shall
be a further credit or payment as set forth above. In the event of any such revision after
Tenant’s audit rights under Section 2.6.6 have expired, Tenant shall have the right, for
30 days, following receipt of the revised accounting, to review Landlord’s books and records
relevant to the revision and dispute the revision in accordance with Section 2.6.6.




          2.6.3 “LANDLORD’S OPERATING EXPENSES” — DEFINITION. “Landlord’s Operating
Expenses” means all customary costs of Landlord in owning, servicing, operating, managing,
maintaining, and repairing the Building, Land, and all improvements thereon and providing services
to tenants including, without limitation, the costs of the following: (i) supplies, materials and
equipment purchased or rented that are not considered capital items, total wage and salary costs
paid to, and all contract payments made on account of, all persons (excluding management personnel
above the level of property manager) engaged in the operation, maintenance, security, cleaning and
repair of the Building and Land, including Social Security, old age and unemployment taxes and
reasonable so-called “fringe benefits”; (ii) building services furnished to tenants of the
Building at Landlord’s expense (including the types of services provided to Tenant pursuant to
Section 4.1 hereof) and maintenance and repair of and services provided to or on behalf of
the Building performed by Landlord’s employees or by other persons under contract with Landlord;
(iii) utilities consumed and expenses incurred in the operation, maintenance and repair of the
Building including, without limitation, oil, gas, electricity to the extent not directly
reimbursed by Tenant or other tenants (and excluding all electricity to tenants in their premises
if Tenant is directly responsible for payment under this Lease on account of electricity consumed
by Tenant), water, sewer and snow removal; (iv) casualty, liability and other insurance of types
customarily carried by institutional owners of comparable properties or required by any mortgagee,
and unreimbursed costs incurred by Landlord without fault by Landlord or any tenant which are
subject to a reasonable insurance deductible; (v) costs of operating any cafeteria, other food
service facility, or physical fitness facility for use of tenants generally (net of all income
derived therefrom); and (vi) management fees not to exceed 3.5% of gross rental income. If
Landlord, acting reasonably, installs a new or replacement capital item for the purpose of
complying with any building code or other law, regulation, or legal requirement (but only to the
extent not in effect or generally enforced as of the




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date of this Lease), complying with requirements of any insurer, or reducing costs for the
operation of the Building, the cost of such item amortized on a straight line basis over a
reasonable period (with interest at the rate equal to the Prime Rate as published in The Wall
Street Journal or comparable financial publication reasonably selected by Landlord) shall be
included in Landlord’s Operating Expenses (but if the item is for the purpose of reducing costs
of operations, no more than the estimated savings).




     Landlord’s Operating Expenses shall not include any costs or expenses incurred by Landlord in
the construction and development of the Building or other buildings in the Complex including
construction for tenants; payments of principal, interest or other charges on mortgages; salaries
of executives or principals of Landlord (except as the same may be reflected in the management fee
for the Building or attributable to actual Building operations); costs incurred in connection with
the making of repairs or replacements which are the obligation of another tenant or occupant of the
Building or relate to the maintenance or repair of unoccupied tenant space; advertising, marketing,
promotional, public relations or brokerage fees, commissions or expenditures; interest or penalties
for any or failed payments by Landlord under any contract or agreement; costs (including, within
limitation, attorneys’ fees and disbursements) incurred in connection with any judgment, settlement
or arbitration award resulting from any negligence or willful misconduct of Landlord or its agents;
costs of electricity or utilities furnished directly to any premises of other tenants of the
Building where such utility is separately metered to the Premises or Tenant pays a separate charge
therefor; costs incurred in connection with Landlord’s preparation, negotiation, dispute resolution
and/or enforcement of leases, including court costs and attorneys’ fees and disbursements in
connection with any summary proceeding to dispossess any other tenant, or incurred in connection
with disputes with prospective tenants, leasing agents, purchasers or mortgagees; costs of repairs,
restoration or replacements occasioned by fire or other casualty (in excess of reasonable insurance
deductible amounts but deductible amounts shall be excluded also if the fire or casualty is the
fault of Landlord or any tenant), or caused by the exercise of the right of eminent domain; legal
and other professional fees relating to matters which are excluded from Operating Expenses for the
Building; the cost to make improvements, alterations and additions to the Building which are
required in order to render the same in compliance with laws, rules, orders, regulations and/or
directives as in effect and generally enforced as of the date of this Lease; the cost of
environmental monitoring, compliance, testing and remediation performed in, on, about and around
the Building or the Land except as provided in Section 5.2 hereof; depreciation; amounts
other than the management fee specified above paid to subsidiaries or affiliates of Landlord for
services rendered to the Building to the extent such amounts exceed the competitive costs for
delivery of such services were they not provided by such related parties; management,
administrative or similar costs of any association of which the Building or the Complex is a part
other than reasonable costs for actual services provided by third parties not affiliated with
Landlord for office park common expenses such as landscaping and maintenance and repair of roadways
and signage; and expenditures for new or replacement capital items other than those which are
permitted above. Landlord’s Operating Expenses shall also exclude 50% of the unreimbursed costs
incurred by Landlord in operating a cafeteria or other food service facility in the Complex. Also,
in no event shall the total amount of all “Controllable Operating Expenses” for any calendar year
after 2003 (adjusted to 95% occupancy) exceed 106% of the total amount of Controllable Operating
Expenses for the prior calendar year, adjusted to 95% occupancy, and further no new cost items
shall be included in Operating Expenses subsequent to December 31,2004 unless (i) the cost item is
approved by Tenant, (ii) Base Operating Expenses are adjusted to include a reasonable estimate of
the cost of the item as if it was provided during calendar year 2004, or (iii) the item is required
to comply with any building code, or other law, regulation or legal requirement to the extent not
in effect or generally enforced on the date of this Lease. Landlord



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shall have no obligation to provide any new service or facility not provided in calendar
year 2004 under this Lease unless the cost thereof is approved by Tenant under (i) or is described
in (iii) above.




     “Controllable Operating Expenses” shall mean utilities, taxes, insurance, snow
removal, and costs approved by Tenant (such approval not to be unreasonably withheld, conditioned
or delayed) to comply with any building code or other law, regulation, or legal requirement to
the extent not in effect or generally enforced on the date of this Lease.



          2.6.4 “LANDLORD’S TAXES” — DEFINITION. ”Landlord’s Taxes” means all taxes,
assessments and similar charges assessed or imposed on the Land for the then current fiscal year by
any governmental authority attributable to the Building and the parking garage (including personal
property associated therewith). The amount of any special taxes, special assessments and agreed or
governmentally imposed “in lieu of tax” or similar charges shall be included in Landlord’s Taxes
for any year but shall be limited to the amount of the installment of such special tax, special
assessment or such charge required to be paid during or with respect to the year in question.
Landlord’s Taxes include expenses, including fees of attorneys, appraisers and other consultants,
incurred in connection with any efforts to obtain abatements or reduction or to avoid increases in
Landlord’s Taxes for any year wholly or partially included in the Term, whether or not successful
and whether or not such efforts involved filing of actual abatement applications or initiation of
formal proceedings. Landlord’s Taxes exclude income taxes of general application and all estate,
succession, inheritance and transfer taxes. If at any time during the Term there shall be assessed
on Landlord, in addition to or lieu of the whole or any part of the ad valorem tax on real or
personal property, a capital levy or other tax on the gross rents or other measures of building
operations, or a governmental income, franchise, excise or similar tax, assessment, levy, charge or
fee measured by or based, in whole or in part, upon building valuation, gross rents or other
measures of building operations or benefits of governmental services furnished to the Building,
then any and all of such taxes, assessments, levies, charges and fees, to the extent so measured or
based, shall be included within the term Landlord’s Taxes, but only to the extent that the same
would be payable if the Building and Land were the only property of Landlord.




          2.6.5 COMPLEX OPERATING EXPENSES. If and to the extent Landlord incurs Landlord’s
Operating Expenses and Taxes with respect to the entire complex (“Landlord’s Complex Operating
Expenses”), Landlord may, but shall not be obligated to, calculate Landlord’s Complex
Operating Expenses separately from other Landlord’s Operating Expenses and, in any case, Tenant
shall pay as Additional Rent in the manner prescribed below, Tenant’s pro rata share of any
increase in Landlord’s Complex Operating Expenses over the “Base Complex Operating
Expenses”, which are defined as Landlord’s actual Operating Expenses for the Complex for the
first full calendar year in which the Complex is fully constructed. “Tenant’s Pro Rata Share
of Landlord’s Complex Operating Expenses” is calculated by dividing the Rentable Floor Area of
the Premises by the rentable square foot area of the Complex. The separate calculation of
Landlord’s Complex Operating Expenses and Tenant’s Pro Rata Share thereof shall not cause those
expenses to be excluded from the determination of Tenant’s maximum liability for increases in
Controllable Operating Expenses pursuant to Section 2.6.3 nor prevent adjustment of the base year
figure for new cost items after December 31,2004 to the extent provided above in Section 2.6.3.




     If at any time during the Term, Landlord provides special services (i.e., services not made
available to tenants generally) only with respect to portions of the Building or portions of the
Complex or incurs other Operating Expenses allocable to portions of the Building or Complex alone,
then such Operating Expenses (to the extent in excess of a base year amount reasonably applicable
to those expenses) shall be charged entirely to those tenants, including Tenant, of such portions,
notwithstanding



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the provisions hereof referring to Tenant’s Pro Rata Share. If, during any period for which
Landlord’s Operating Expenses are being computed, less than all of the Building or the Complex is
occupied by tenants, or if Landlord is not supplying all tenants with the services being supplied
hereunder, Operating Expenses (as well as the applicable base year amounts) shall be reasonably
estimated and extrapolated by Landlord to determine the Operating Expenses that would have been
incurred if the Building (or the Complex, with respect to Landlord’s Complex Operating Expenses)
were ninety-five percent (95%) occupied for such year and such services were being supplied to all
tenants, and such estimated and extrapolated amount shall be deemed to be Landlord’s Operating
Expenses for such period. This paragraph shall not be construed to obligate Tenant for increases in
Controllable Operating Expenses above the maximum established in Section 2.6.3.




          2.6.6 AUDIT RIGHTS. At the request of Tenant at any time within three (3) years after
Landlord delivers Landlord’s accounting statement of Landlord’s Operating Expenses and Taxes to
Tenant, Tenant (at Tenant’s expense) shall have the right to have an independent certified public
accountant (an “examiner”) examine Landlord’s books and records applicable to Landlord’s Operating
Expenses and Taxes and that may include an examination of the books and records applicable to Base
Operating Expenses for the calendar year 2004. Such right to examine the records shall be
exercisable: (a) upon reasonable advance notice to Landlord and at reasonable times during
Landlord’s business hours; (b) only during the three (3) year period following Tenant’s receipt of
Landlord’s statement of the actual amount of Landlord’s Operating Expenses and Taxes for the
applicable calendar year; (c) not more than once each calendar year; and (d) as concerns the Base
Operating Expenses, not more than once during the Term, and only until December 31,2007.
Landlord’s statement of Operating Expenses and Taxes shall be deemed conclusive except as to items
specifically disputed in writing by notice from Landlord to Tenant given with three (3) years
after Landlord delivers the statement to Tenant. Tenant shall pay all costs of the audit unless
Tenant is found to have overpaid Additional Rent for Operating Expenses and Taxes by more than 3%
for the year in question. In no event shall Tenant propose, nor shall Landlord ever be required to
approve, any examiner of Tenant who is being paid on a contingent fee basis.




     As a condition precedent to performing any such examination of Landlord’s books and records,
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 that they discover about
Landlord or the Building in connection with such examination. Without limiting the foregoing, such
examiners shall also be required to agree that they will not represent any other tenant in the
Building in connection with examinations of Landlord’s books and records for the Building unless
said tenant(s) have retained said examiners prior to the date of the first examination of
Landlord’s books and records conducted by Tenant pursuant to this Section 2.6.6 and have
been continuously represented by such examiners since that time. Notwithstanding any prior
approval of any examiners by Landlord, Landlord shall have the right to rescind such approval at
any time if in Landlord’s reasonable judgment the examiners have breached any confidentiality
undertaking to Landlord or any other landlord or cannot provide acceptable assurances and
procedures to maintain confidentiality.



     2.7 ELECTRICITY



     Landlord shall furnish to Tenant throughout the Term electricity for the operation of
lighting fixtures, and 120 volt current for the operation of normal office fixtures and equipment
to an average design load of seven (7) watts per sf, but excluding any high energy consumption
equipment. Landlord shall furnish building power, for the operations of tenant equipment and data
centers to a minimum load of 850KV A. Tenant covenants and agrees to pay as Additional Rent the
cost of such electricity, which



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shall be separately metered and billed to Tenant monthly. The “powering” of the
Building HV AC system shall be included as part of Landlord’s Operating Expenses.




     Tenant covenants and agrees that Landlord shall in no event be liable or responsible to
Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quality or
character of electrical service is changed by the utility provider or is no longer suitable for
Tenant’s requirements. Tenant covenants and agrees that at all times its use of electric current
shall never exceed the capacity of existing feeders to the Building or the risers or wiring or
installation of the Building.



ARTICLE III




CONSTRUCTION




     3.1 LANDLORD WORK



          3.1.1 GENERAL. The Premises are being leased in their broom-clean, “as- is”
condition without representation or warranty by Landlord except as expressly set forth in this
Lease, and Landlord shall not be required to perform any work in connection with Tenant’s
occupancy of the Premises. Notwithstanding the foregoing, Landlord shall construct a walkway and
entrance to the Building (“Landlord Work”) as shown on Exhibit A-3 attached to
this Lease prior to the Term Commencement Date. The cost of the Landlord Work and the demising of
the Premises shall be a Landlord expense and not charged against the Improvement Allowance set
forth in Section 1.1. By not later than 120 days after the date of this Lease, Landlord
at its expense shall cause its architect to prepare the proposed plans and specifications for the
Landlord Work. Such plans shall comply with all applicable laws and codes and shall include
sufficient detail to properly coordinate the Landlord Work with Tenant’s Initial Construction and
shall be subject to Tenant’s prior approval (which shall not be unreasonably withheld,
conditioned or delayed). Landlord also agrees to complete the demising of the Premises within
sixty (60) days after the date of this Lease.




     3.2 TENANT WORK



          3.2.1 GENERAL. All work, including demolition, additions, alterations, installations
or improvements to be made by Tenant (“Tenant Work”) in, to or about the Premises shall be
made only in accordance with the requirements of Landlord’s construction manual (“Construction
Manual”), a copy of which shall be provided to Tenant on request and may be modified by
Landlord from time to time.




          3.2.2 PAYMENT FOR TENANT WORK. Subject to the payment of the Improvement Allowance
by Landlord, Tenant shall pay, within ten (10) days after request, the entire cost of all Tenant
Work so that the Premises shall always be free of liens for labor or materials. If any mechanic’s
lien (which term shall include all similar liens relating to the furnishing of labor and
materials) is filed against the Premises or the Building or any part thereof which is claimed to
be attributable to Tenant, its agents, employees or contractors, Tenant shall promptly discharge
the same by payment or filing any necessary bond within ten (10) days after Tenant has notice
(from any source) of such mechanic’s lien.




          3.2.3 TENANT’S INITIAL CONSTRUCTION. Tenant at Tenant’s expense subject to payment
of the Improvement Allowance by Landlord shall perform all Tenant Work considered




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necessary or desirable by Tenant to make the Premises ready for Tenant’s occupancy
(“Tenant’s Initial Construction”) in accordance with the provisions of Exhibit B.





     3.3 ENTRY BY TENANT PRIOR TO TERM COMMENCEMENT DATE



     At appropriate times throughout the construction of Tenant’s Initial Construction, Tenant or
any agent, employee or independent contractor of Tenant shall have the right to enter the Premises
prior to the Term Commencement Date to perform such work or decoration as is to be performed by, or
under the direction or control of, Tenant. In addition to access during construction, Tenant shall
be granted a forty- five (45) day period of access to the Premises, commencing forty-five (45) days
prior to the Term Commencement Date or such earlier date with Landlord’s consent, at no charge to
provide installation of furniture systems, wiring, cabling, telephones and other personal property
and trade fixtures in preparation for Tenant’s occupancy. Such rights of entry shall be deemed a
license from Landlord to Tenant, and entry thereunder shall be at the sole risk of Tenant and
subject to all the terms of this Lease, including but not limited to Section 5.6, except
for the obligation to pay Rent.



ARTICLE IV




LANDLORD’S COVENANTS




     4.1 LANDLORD’S COVENANTS



          4.1.1 BUILDING SERVICES. Landlord shall furnish services, utilities, facilities and
supplies set forth in this Section 4.1.1 and in Exhibits C-l and C-2.
Exhibits C-l and C-2 are intended to add detail to the provisions of the main body
of the Lease, and in case of conflict, the provisions of the main body of the Lease shall control.
Landlord’s obligations include without limitation, the maintenance, repair and replacement of the
base building HVAC, sprinkler, smoke detection and fire alarm systems and other
equipment and facilities necessary to supply the services contemplated in this Section 4.1.1
and Exhibits C-l and C-2. Tenant may obtain additional services, utilities,
facilities and supplies from time to time upon reasonable advance request or Landlord may furnish
the same without request if Landlord reasonably determines and notifies the Tenant that Tenant’s
use or occupancy of the Premises necessitates the same (for example where the condition of the
Premises necessitates additional cleaning services), and, in either case, the cost of the same at
reasonable rates from time to time established by Landlord shall constitute Additional Rent,
payable upon demand.




               4.1. I.1 WATER CHARGES. Landlord shall furnish hot and cold water for ordinary
office cleaning, toilet, lavatory and drinking purposes. If Tenant requires, uses or consumes
water for any other purpose, Landlord may assess Tenant reasonable charges for additional
water.



               4.1.1.2 ACCESS AND ELEVATOR SERVICE. Tenant shall have access to its Premises 24
hours per day, 7 days per week, subject to Landlord’s reasonable security requirements. Landlord
shall provide necessary non-exclusive elevator facilities on Mondays through Fridays excepting
legal holidays in the state in which the Building is located from 7:00 a.m. to 6:00 p.m. and on
Saturdays from 8:00 a.m. to 1:00 p.m. (such hours on such days being referred to as “Hours of
Operation”) and have at least one (1) elevator serving the Premises in operation available
for Tenant’s non-exclusive use at all other times.



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               4.1.1.3 CLEANING. Landlord shall cause the common areas and the office areas of
the Premises to be kept reasonably clean provided the same are maintained and kept in good order by
Tenant. Landlord shall provide trash removal services in accordance with Exhibit D.
Cleaning standards shall be in accordance with Exhibit C-1.



               4.1.1.4 HEAT AND AIR-CONDITIONING. Landlord shall, through the Building heating and
air-conditioning system, furnish to and distribute in the Premises reasonable levels of heat
during the Hours of Operation of the normal heating season and reasonable levels of air
conditioning during the Hours of Operation of the normal cooling season when air conditioning may
reasonably be required for the comfortable occupancy of the Premises by Tenant. Notwithstanding
the foregoing, Landlord shall not be required to furnish heat and air-conditioning in the Premises
in excess of the capacity of the equipment installed in the Building, provided that such equipment
shall be sufficient to meet the Heat and Air Conditioning Specification attached as Exhibit
C-2. If Tenant requests Landlord to provide heat or air conditioning beyond the Hours of
Operation, Tenant shall pay Landlord therefor at rates reasonably established by Landlord from
time to time to reimburse Landlord’s costs (as of the date hereof such rate is estimated to be $35
per floor per hour). If Tenant requires additional air-conditioning for business machines, meeting
rooms or other purposes, or because of occupancy or unusual electrical loads, any additional
air-conditioning units, chillers, condensers, compressors, ducts, piping and other equipment and
facilities will be installed and maintained by Landlord at Tenant’s sole cost, but only to the
extent that the same are compatible with the Building and its mechanical systems.



               4.1.1.5 ENERGY CONSERVATION. Tenant agrees to cooperate with Landlord and to abide
by all Building regulations which Landlord may, from time to time, prescribe for the proper
functioning and protection of the heating and air-conditioning systems and in order to maximize
the effect thereof and to conserve heat and air-conditioning. Notwithstanding anything to the
contrary in this Section 4.1.1 or otherwise in this Lease, Landlord may institute such
policies, programs and measures as may be in Landlord’s reasonable judgment necessary, required
or expedient for the conservation or preservation of energy or energy services, or as may be
necessary to comply with applicable codes, rules, regulations or standards.



               4.1.1.6 IDENTIFICATION CARDS. Landlord may, in its sole discretion, require that
identification cards be utilized and/or displayed at such times as Landlord determines necessary
for the security of the Building and tenants and occupants thereof and may establish or change
the form of such cards at any time and from time to time, including requiring photographic or
other identification of all parties utilizing the Building. Landlord shall provide Tenant any
such identification cards. Tenant shall take reasonable steps to safeguard the security of said
cards and shall, if the loss or theft of any such card shall be brought to its attention,
promptly notify Landlord thereof. Card replacements or any additional cards requested by Tenant
shall be furnished to Tenant at the Tenant’s cost. Landlord reserves the right, in its sole
discretion acting in good faith, to deny access to all or any portion of the Building to any
person who fails to produce proper identification or otherwise presents a safety hazard to the
Building or any tenant or occupant thereof and Landlord shall have no liability to Tenant or any
other party as a result thereof so long as Landlord acted in good faith.



               4.1.1.7 CAFETERIA. Landlord shall provide a cafeteria in the Complex serving
breakfast and lunch for employees and visitors of Tenant and other occupants. As provided in
Section 2.6.3, Landlord’s Operating Expenses shall exclude 50% of the unreimbursed costs
incurred by Landlord in operating the cafeteria.



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          4.1.2 REPAIRS. Except as otherwise provided in this Lease, and except for
repairs to items referred to below necessitated by Tenant’s act or neglect (which shall be Tenant’s
repair obligation under Section 5.1), Landlord shall make such repairs to the roofs,
exterior walls, exterior windows (except if such damage or repair is necessitated by the Tenant’s
negligence or willful misconduct), floor slabs, core walls, and common areas and facilities in the
Building as may be necessary to keep them in good condition comparable to office buildings of
similar type in the area. All repairs to the roof, foundation and structure of the Building shall
be performed at Landlord’s sole expense (and shall not be considered Landlord’s Operating
Expenses). Landlord shall also maintain the parking areas, grounds, landscaping, drives, sidewalks
and other exterior elements of the Land, Building and Complex in good condition, comparable to
other office complexes of similar type in the area.




          4.1.3 QUIET ENJOYMENT. Landlord covenants that Tenant, on paying the Rent and
performing the tenant obligations in this Lease, shall peacefully and quietly have, hold and enjoy
the Premises, free from any claim by Landlord or persons claiming under Landlord, but subject to
all of the terms and provisions hereof, provisions of law and rights of record to which this Lease
is or may become subordinate. This covenant is in lieu of any other so-called quiet enjoyment
covenant, either express or implied.




     4.2 INTERRUPTION



     Landlord shall not be liable to Tenant for any compensation or reduction of Rent by reason of
inconvenience or annoyance or for loss of business arising from the necessity of Landlord or its
agents entering the Premises for any of the purposes authorized in this Lease or for repairing the
Premises or from repairs by Landlord of any portion of the Building however the necessity may
occur. In case Landlord is prevented or delayed from diligent construction of improvements, making
any repairs, alterations or improvements, or furnishing any services or performing any other
covenant or duty to be performed on Landlord’s part, by reason of strike or other labor trouble,
fire or other casualty, governmental preemption of priorities or other controls in connection with
a national or other public emergency, or inability to obtain fuel, supplies, or labor despite
reasonable efforts, or unusually adverse weather conditions, or unforeseen subsurface conditions,
or acts of God war or terrorism, or delays in the making of repairs which are due to government
regulation or delays in obtaining insurance, or any other cause whether similar or dissimilar
beyond Landlord’s reasonable control collectively and individually (“Force Majeure” which
term shall have the same meaning in relation to the performance of Tenant Work by Tenant, except
that “Tenant” shall be substituted for “Landlord”), Landlord shall not be liable to Tenant
therefor, nor, except as otherwise provided in Section 6.1, shall Tenant be entitled to
any abatement or reduction of Rent by reason thereof, nor shall the same give rise to a claim in
Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction
from the Premises. In no event shall Landlord be liable for indirect or consequential damages
arising out of any default by Landlord. Notwithstanding the foregoing, Landlord shall use
reasonable efforts to prevent or minimize the effect of any interruption of Tenant’s business
caused by any of the foregoing.



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



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     The foregoing notwithstanding, if Landlord fails for any reason within Landlord’s
control to provide any service to be supplied by (or perform any obligation to be performed by)
Landlord under the Lease which is necessary for Tenant’s reasonable use of the Premises (such as
HVAC, elevator service, electricity, water, or structural repairs, including repairs of leaks from
outside the Premises) (“Landlord Failure”), and Tenant is unable to use the Premises on
account of such failure, Tenant shall be entitled to a proportional abatement of Annual Fixed Rent
and Additional Rent based on the portion of the Premises which cannot be used by Tenant. This
abatement shall begin on the fifth (5th) consecutive Business Day from Tenant’s written
notice to Landlord of Landlord Failure. The abatement shall end when the services are restored
sufficiently to permit use of the Premises. Furthermore, if due to Landlord Failure Tenant is
unable to use more than twenty percent (20%) of the Premises and such Landlord Failure continues
thirty (30) days from Tenant’s written notice to Landlord of Landlord Failure, Tenant may elect to
terminate this Lease by written notice to Landlord.



     4.3. INSURANCE AND INDEMNIFICATION



          4.3.1 PROPERTY INSURANCE. Landlord agrees to maintain throughout the Term, with
companies licensed and approved to write insurance in the state in which the Building is located,
property insurance against direct physical loss or damage to the Building on an “all risks,”
agreed amount basis in an amount equal to the physical replacement cost of the Building. Landlord
shall not be required to carry insurance with respect to any property that Tenant is required to
insure pursuant to Section 5.6. Landlord shall have the right to obtain such insurance
coverage from Factory Mutual Insurance Company or any successor thereto.




          4.3.2 LIABILITY INSURANCE. Throughout the Term, Landlord agrees to maintain in a
responsible company or companies liability insurance against claims, demands or actions for
injury, death, and property damage in amounts not less than Three Million Dollars ($3,000,000) in
the aggregate. Certificates of insurance under this Section 4.3.2 shall be provided upon
Tenant’s reasonable request.




          4.3.3 INDEMNIFICATION. Landlord shall save Tenant, its mortgagees, managers,
directors, officers, members, trustees, agents, employees, property management companies,
attorneys, independent contractors, invitees, and any other parties designated by Tenant from time
to time (collectively, the “Tenant Indemnitees”) harmless and indemnified (and shall
defend the Indemnitees with counsel reasonably approved by the Indemnitees) against any claim,
loss or cost, whether in law or equity, and/or arising in whole or in part out of any injury,
loss, theft or damage to any person or property (x) while on, in or about the parking areas and
facilities of the Building available for use by Tenant and other tenants (“Common Areas”),
or out of any condition within the Common Areas, except to the extent due to the negligence or
willful misconduct of the Tenant Indemnitees or (y) anywhere if occasioned by any negligence or
willful misconduct of Landlord or of employees, agents, managers, officers, directors, members,
trustees or independent contractors of Landlord.




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ARTICLE V




TENANT’S ADDITIONAL COVENANTS




     5.1 MAINTENANCE AND REPAIR



     Except for damage by fire or casualty and reasonable wear and tear, Tenant shall at all times
keep the Premises clean, neat and in as good repair, order and condition as the same are at the
beginning of the Term or may be put in thereafter. The foregoing shall include without limitation
Tenant’s obligation to maintain floors and floor coverings, to paint and repair walls and doors, to
replace and repair ceiling tiles, interior glass (and exterior glass if such damage or repair is
necessitated by the Tenant’s negligence or willful misconduct), lights and light fixtures, drains
and the like, and clean the Premises to the extent such cleaning is not to be performed by Landlord
pursuant to Exhibit C-l.



     5.2 USE, WASTE AND NUISANCE 



     Throughout the Term, Tenant shall use the Premises for the Permitted Uses only, and shall not
use the Premises for any other purpose. Tenant shall not injure, overload, deface or commit waste
in the Premises or any part of the improvement on the Land, nor permit the emission therefrom of
any objectionable noise, light or odor, nor use or permit any use of the Premises which is
improper, offensive, contrary to law or ordinance or which is liable to invalidate or increase the
premium for any insurance on the.Building or its contents or which is liable to render necessary
any alterations or additions in the Building, nor obstruct in any manner any portion of the
Building. If Tenant’s use of the Premises results in an increase in the premium for any insurance
on the Building or the contents thereof (or would result in such an increase if the Landlord were
not self-insuring), Landlord shall notify Tenant of such increase and Tenant shall pay same as
Additional Rent. Tenant may not without Landlord’s consent install in the Premises any pay
telephones, vending machines, water fountains, refrigerators, sinks or cooking equipment provided
that Landlord’s consent will not be unreasonably withheld with respect to items designed for the
convenience of Tenant’s employees which are customary for office employees if Landlord determines
that special venting or other material renovations are not required in connection therewith.



     Tenant shall not without Landlord’s prior written consent keep, cause or permit the escape,
disposal or release of any substances or materials designated as, or containing components now or
hereafter designated as, hazardous, dangerous, toxic or harmful and/or subject to regulation under
any federal, state or local law, regulation or ordinance (“Hazardous Substances”) on or
about the Premises or Building or Complex except for ordinary cleaning and office supplies used
and stored in accordance with applicable law. With respect to any Hazardous Substance stored with
Landlord’s consent, Tenant shall: (i) promptly, timely and completely comply with all federal,
state or local governmental requirements for reporting and record keeping, (ii) within five (5)
Business Days of Landlord’s request, provide evidence satisfactory to Landlord of Tenant’s
compliance with all applicable federal, state or local laws, regulations or ordinances and comply
with all federal, state and local laws, regulations or ordinances regarding the proper and lawful
use, sale, transportation, generation, treatment and disposal of Hazardous Substances. Without
limitation, Hazardous Substances shall include those described in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended,
42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §6901
et seq., the Massachusetts Hazardous Waste Management Act, as amended, M.G.L. Chapter 21C, and



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the Massachusetts Oil and Hazardous Material Release Prevention Act, as amended, M.G.L.
Chapter 2IE, any other applicable state or local laws governing the use, storage, transportation
or disposal of hazardous materials and the regulations adopted under these acts. In addition,
Tenant shall execute affidavits, representations and the like from time to time at Landlord’s
request concerning Tenant’s best knowledge and belief regarding the presence of Hazardous
Substances on the Premises.




     If any lender or governmental agency shall ever require testing to ascertain whether or not
there has been any release of Hazardous Substances, then the reasonable costs thereof shall be
reimbursed by Tenant to Landlord upon demand as Additional Rent if such requirement is imposed
because of Tenant’s particular use or activities in the Premises. Any and all reasonable costs
incurred by Landlord and associated with Landlord’s inspections of the Premises and Landlord’s
monitoring of Tenant’s compliance with this Section 5.2, including Landlord’s attorneys’
fees and costs, shall be Additional Rent and shall be due and payable to Landlord within ten (10)
days of Landlord’s demand. Tenant shall be fully and completely liable to Landlord (either with or
without negligence) for any and all cleanup costs and expenses and any and all other charges,
expenses, fees, fines, penalties (both civil and criminal) and costs imposed with respect to
Tenant’s use, disposal, transportation, generation and/or sale of, or Tenant’s causing or
permitting the escape, disposal or release, of any biologically or chemically active or other
Hazardous Substance. In all events, Tenant shall indemnify Landlord as provided in Section 5.6
from any release of hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under Tenant. The provisions of this
Section 5.2 shall survive the expiration or earlier termination of this Lease. In the event
of a release of Hazardous Substances or a requirement for testing to ascertain whether or not there
has been a release of Hazardous Substances that is caused by Landlord, and for which Tenant is not
responsible as provided above, then Landlord shall hold Tenant harmless from any cost, loss or
liability relating thereto, including without limitation attorneys’ fees and costs of defense, and
the costs so incurred by Landlord shall not be considered Landlord’s Operating Expenses.



     5.3 COMPLIANCE WITH LAW



     Tenant shall use the Premises only as permitted under federal, state, and local laws,
regulations and orders applicable from time to time, including without limitation municipal
by-laws, land use and zoning laws, environmental laws and regulations (as set forth in Section
5.2 above) and occupational health and safety laws, and shall procure all approvals, licenses
and permits necessary therefor, in each case giving Landlord true and complete copies of the same
and all applications therefor. Tenant shall promptly comply with all present and future laws
applicable to Tenant’s particular use of the Premises (as opposed to office uses generally) or
Tenant’s signs thereon, foreseen or unforeseen, and whether or not the same necessitate structural
or other changes or improvements to the Premises or interfere with its particular use and
enjoyment of the Premises, and shall comply with all requirements reasonable in light of the use
Tenant is making of the Premises of insurance inspection or rating bureaus having jurisdiction.
Notwithstanding the foregoing, the responsibility for compliance with any present law or laws
pertaining to office uses and/or the Building generally that require structural or other changes
or improvements to the Premises or the Building shall be borne solely by Landlord, and shall not
be considered Landlord’s Operating Expenses. If Tenant’s use of the Premises results in any
increase in the premium for any insurance carried by Landlord, then upon Landlord’s notice to
Tenant of such increase Tenant shall pay the same to Landlord within sixty (60) days after demand
as Additional Rent. Tenant shall, in any event, indemnify, save Landlord harmless, and defend from
all loss, claim, damage, cost or expense (including reasonable attorneys’ fees of counsel of
Landlord’s choice against whom Tenant makes no reasonable objection) on account of Tenant’s
failure so to comply with the obligations of this Section 5.3 (paying the same to Landlord
upon demand as Additional Rent). Tenant shall bear



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the sole risk of all present or future laws affecting its particular use of the Premises
or appurtenances thereto (as opposed to office uses generally), and Landlord shall not be liable
for (nor suffer any reduction in any rent on account of) any interruption, impairment or
prohibition affecting the Premises or Tenant’s use thereof resulting from the enforcement of such
laws.




     To Landlord’s actual knowledge, as of the Term Commencement Date the Land and the portions of
the Building other than Tenant’s Initial Construction, if used for general office purposes, will
comply in all material respects with applicable zoning, fire codes, and other federal, state, and
local rules, regulations, law statutes, and ordinances, including, but not limited to, the
Americans with Disabilities Act, and in the event Landlord is notified of any violation, Landlord
will take all measures necessary to comply or cause the compliance. The foregoing shall exclude
Tenant’s Initial Construction, which shall be Tenant’s responsibility to design and construct.



     5.4 RULES AND REGULATIONS



     Tenant shall conform to all reasonable non-discriminatory rules and regulations now or
hereafter promulgated from time to time by Landlord for the care and use of the Premises and
the Building, including but not limited to the initial Rules and Regulations set forth in
Exhibit D. In the event of any conflict between this Lease and the Rules and
Regulations, the Lease shall govern.



     5.5 SAFETY APPLIANCES



     Tenant shall keep the Premises equipped with all safety appliances and permits which, as a
result of Tenant’s particular activities, are required by law or ordinance or any order or
regulation of any public authority, shall keep the Premises equipped at all times with adequate
fire extinguishers and other such equipment reasonably required by Landlord, and, subject to
Section 5.10, shall make all repairs, alterations, replacements, or additions so required
as a result of Tenant’s particular activities. Notwithstanding the foregoing, Landlord shall
provide and be responsible for the maintenance and repair of the base building, sprinkler, smoke
detection, and fire alarm systems.



     5.6 INDEMNIFICATION AND INSURANCE



          5.6.1 INDEMNIFICATION. Tenant shall save Landlord, its mortgagees, managers,
directors, officers, members, trustees, agents, employees, property management companies,
attorneys, independent contractors, invitees, and any other parties designated by Landlord from
time to time (collectively, the “Indemnitees”) harmless and indemnified (and shall defend
the Indemnitees with counsel reasonably approved by the Indemnitees) against any claim, loss or
cost, whether in law or equity, and/or arising in whole or in part out of any injury, loss, theft
or damage to any person or property while on, in or about the Premises, or out of any condition
within the Premises, except to the extent due to the negligence or willful misconduct of the
Indemnitees, and to any person or property anywhere occasioned by any negligence or willful
misconduct of Tenant or of employees, agents, managers, officers, directors, members, trustees, or
independent contractors of Tenant or any person acting under Tenant. In addition to the foregoing,
if any person not a party to this Lease shall institute any other types of action against Tenant
in which any of the Indemnitees shall involuntarily and/or without cause, shall be made a party
defendant(s), then Tenant shall indemnify, hold harmless and defend such Indemnitees (with counsel
reasonably approved by Indemnitees) from all liabilities by reason thereof. This indemnity shall
not require payment as a condition precedent to recovery. Tenant shall pay all costs and expenses
including reasonable attorneys’ fees associated with enforcement of the provisions of this
Section 5.6.1. Landlord may make all repairs and replacements to the improvements




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on the Land resulting from acts or omissions of Ten ant’s employees, agents, managers,
officers, directors, members, trustees, or independent contractors or any other persons acting
under Tenant (including damage and breakage occurring as a result of work performed by or for
Tenant and when Tenant’s property is being moved into or out of the Building) and subject to
Section 8.11 Landlord may recover all costs and expenses thereof from Tenant as Additional
Rent. The provisions of this Section 5.6.1 shall survive the expiration or earlier
termination of this Lease.




          5.6.2 INSURANCE Throughout the Term (and such further time as Tenant or any person
claiming through Tenant occupies any part of the Premises) Tenant shall maintain in a responsible
company or companies licensed in the state in which the Building is located and approved by
Landlord, liability insurance in form reasonably satisfactory to Landlord, written on an occurrence
basis, insuring Tenant and naming as additional insureds the Indemnitees and other parties as
designated by Landlord or as may be so designated from time to time, as their respective interests
may appear, against all claims, demands or actions for injury, death, and property damage in
amounts not less than. those specified in Section 1.1 (as such amounts may, from time to
time, be reasonably increased by Landlord). All insurance to be maintained by Tenant under this
Section 5.6.2 shall provide that it will not be subject to cancellation, termination, or
change except after at least thirty (30) days’ prior written notice to the Indemnitees and other
parties designated by Landlord. The policy or policies or a duly executed Evidence of Insurance
(ACCORD Form 27) for the same (together with satisfactory evidence of the payment of the premium
thereon if requested by Landlord) shall be deposited with Landlord and other parties designated by
Landlord at the beginning of the Term and, upon renewals of such policies, not less than thirty
(30) days prior to the expiration of the term of such coverage. If Tenant fails to comply with any
of the foregoing requirements, Landlord may obtain such insurance on behalf of Tenant and may keep
the same in effect, and Tenant shall pay Landlord, as Additional Rent, the premium cost thereof
upon demand. The provisions of this Section 5.6.2 shall survive the expiration of the Term
or earlier termination of this Lease.




     5.7 TENANT’S PROPERTY 



     All furnishings, fixtures, equipment, effects and property of Tenant and of all persons
claiming through Tenant which from time to time may be on the Premises or elsewhere in the
Building or in transit thereto or therefrom shall be at the sole risk of Tenant and shall be kept
insured by Tenant throughout the term at Tenant’s expense and in prudent amounts, and if the whole
or any part thereof shall be destroyed or damaged by fire, explosion, falling plaster, water or
rain which may leak from any part of the Building or otherwise, or by the leakage, rupture or
bursting of water pipes, steam pipes, or other pipes, appliances, or plumbing works therein or
from the roof, street or sub-surface, or from any other place, or resulting from dampness, or by
theft or from any other cause whatsoever in the Building, no part of said loss or damage is to be
charged to or be borne by Landlord. The parties acknowledge that damage or destruction may result
from acts of cleaning personnel and employees of other independent contractors of Landlord working
in and around the Premises and that Tenant shall bear the risk and cost thereof unless Landlord or
any of Indemnitees has been grossly negligent.



     5.8 ENTRY FOR REPAIRS AND INSPECTIONS 



     Tenant shall permit Landlord and its agents to enter and examine the Premises at reasonable
times and, if Landlord shall so elect, to make any repairs or replacements Landlord may deem
necessary or desirable, to remove at Tenant’s expense any alterations, additions, signs, curtains,
blinds, shades, awnings, aerials, flagpoles, or the like not consented to in writing, and
following advance notice to Tenant, to show the Premises to prospective tenants during the nine
(9) months preceding expiration of



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the Term or second Extension Term if in effect and to prospective purchasers and
mortgagees at all times. In case of an emergency in the Premises or in the Building, Landlord
or its representative may enter the Premises (forcibly, if necessary) at any time to take such
measures as may be needed to deal with such emergency.




     5.9 ASSIGNMENT, SUBLETTING 



     Tenant, voluntary or involuntarily, shall not assign this Lease, or sublet, license, or convey
the Premises or any portion thereof, or permit the occupancy of all or any portion of the Premises
other than by the Tenant (all or any of the foregoing actions are referred to as
“Transfers”) and all or any of assignees, transferees, licensees, and other such parties
are referred to as “Transferees”) without obtaining, on each occasion, the prior written
consent of the Landlord, which consent shall not be unreasonably withheld, conditioned or delayed.
Tenant also shall not voluntarily or involuntarily mortgage or encumber the Premises or Tenant’s
leasehold interest therein (an “Encumbrance”) without the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or delayed so long as the
Encumbrance is being made in connection with a bona fide institution as financing for Tenant’s
business. Any Transfer or Encumbrance without such consent shall be null and void and of no effect
whatsoever. Notwithstanding the provisions of this Section 5.9, this Lease may be assigned,
or the Premises may be sublet, in whole or in part, after prior notice to Landlord but without
consent of the Landlord and without any termination right of the Landlord being applicable thereto,
(a) to any corporation or other entity into or with which Tenant may be merged or consolidated or
to any corporation or entity to which all or substantially all of the Tenant’s assets will be
transferred, or (b) to any corporation which is an affiliate, subsidiary, parent or successor of
Tenant, provided in all such cases the surviving corporation or entity shall provide reasonable
evidence that it, along with any guarantor or other party remaining liable under this Lease, has a
creditworthiness at least equal to the net worth of Tenant and the guarantor or any other liable
party as of the date of such corporate transaction, and (ii) as of the date of this Lease and shall
agree in writing with the Landlord to be bound by all of the terms and conditions of this Lease
(all of the foregoing being referred to as a “Permitted Transfer”). Tenant shall notify
Landlord prior to marketing the Premises or any part thereof for a Transfer. Tenant’s request for
consent to a Transfer shall include a copy of the proposed Transfer instrument together with a
statement of the proposed Transfer in detail satisfactory to Landlord, together with reasonably
detailed financial, business and other information about the proposed Transferee. Except in the
case of a Permitted Transfer pursuant to clause (a) or (b) above, Landlord shall have the option
(but not the obligation) to terminate the Lease as to the affected portions of the Premises at no
cost to Tenant, with respect to a Transfer of at least 67% of the Rentable Area of the Premises
which Tenant proposes effective upon the date of the proposed Transfer and continuing for the
proposed term thereof by giving Tenant notice of such termination within thirty (30) days after
Landlord’s receipt of Tenant’s request. Tenant, however, shall have the right to withdraw such
request if Landlord gives Tenant notice of its right to recapture the Premises. Upon the effective
date of Landlord’s recapture, Tenant shall be released from all subsequently accruing obligations
under this Lease with respect to the portion of the Premises recaptured by Landlord. If Tenant does
make a Transfer (other than a Permitted Transfer under clause (a) or (b) above) hereunder, and if
the aggregate rent and other charges payable to Tenant under and in connection with such Transfer
(including without limitation any amounts paid for leasehold improvements or on account of Tenant’s
costs associated with such Transfer) exceed the sum if the Rent and other charges payable hereunder
with respect to the space in question and all third party costs of the Transfer (such as brokerage,
legal, and leasehold improvement costs), Tenant shall pay to Landlord, as Additional Rent, fifty
percent (50%) of the amount of such excess. Such excess shall be paid on a monthly basis, and all
non-recurring costs and payments incurred or collected by Tenant shall be amortized on a straight
line basis over the term of the Transfer in calculating the amount of each



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monthly payment. If the amount of rent and other charges payable under a Transfer is
not readily ascertainable, such amount may, at Landlord’s option, be deemed to equal the fair
market rent then obtainable for the space in question.




     Tenant shall pay to Landlord, as Additional Rent, Landlord’s reasonable legal fees (not to
exceed $750 without the approval of Tenant, provided such figure shall be reasonably adjusted for
inflation and for unusually complex transactions) and other third-party expenses incurred in
connection with any proposed Transfer or Encumbrance, including fees for review of documents and
investigations of proposed Transferees. Notwithstanding any such Transfer, the original Tenant
named herein shall remain directly and primarily obligated under this Lease.



     If Tenant enters into any Transfer including a Permitted Transfer with respect to
the Premises (or any part thereof), such Transferee shall be liable, jointly and severally, with
Tenant, to the extent of the obligation undertaken by or attributable to such Transferee, for the
performance of Tenant’s agreements under this Lease (including payment of Rent under the
Transfer), and every Transfer shall so provide, without relieving or modifying Tenant’s liability
hereunder. The foregoing provision shall be self-operative, but in confirmation thereof, such
Transferee shall execute and deliver such instruments as may be reasonably required by Landlord to
acknowledge such liability, and if such Transferee shall fail to do so within ten (10) days after
demand, Tenant shall be in default hereunder. Landlord may collect Rent from the Transferee and
apply the net amount collected to the Rent and other charges hereunder, but no such assignment or
collection shall be deemed a waiver of the provisions of this Section 5.9, or the
acceptance of the Transferee as a tenant, or a release of Tenant from direct and primary liability
for the further performance of Tenant’s covenants hereunder. The consent by
Landlord to a particular Transfer shall not relieve Tenant from the requirement of obtaining the
consent of Landlord to any further Transfer.



     5.10 ALTERATIONS



     Tenant shall make no alterations, additions or improvements to the Premises without the prior
written consent of Landlord and only in accordance with the requirements of Landlord’s
Construction Manual. Notwithstanding the foregoing, after notice to Landlord but without any
requirement for Landlord’s consent, Tenant may perform cosmetic alterations in the Premises which
do not affect the Building’s structure or base building systems and cost no more than Fifty
Thousand and 00/100 Dollars ($50,000.00) in the aggregate for a single project, provided such
alterations are made in accordance with Landlord’s Construction Manual. Tenant shall obtain all
state, local and other necessary permits before undertaking any such alterations, additions or
improvements. Tenant shall carry such insurance as Landlord shall reasonably require. Any
alterations, additions and improvements to the Premises, except movable furniture and trade
fixtures, shall belong to Landlord. All alterations, additions and improvements to the Premises
shall be at Tenant’s sole cost. If any mechanic’s lien (which term shall include all
similar liens relating to the furnishing of labor and materials) is filed against the Building
which is claimed to be attributable to Tenant, its agents, employees, contractors, or persons
working under Tenant’s direction or control, then Tenant shall give Landlord immediate notice of
such lien and shall discharge the same by payment or filing any necessary bond within ten (10)
days after Tenant has notice (from any source) of such lien. Landlord’s approval of the
construction documents shall signify Landlord’s consent to the work shown thereon only and Tenant
shall be solely responsible for any errors or omissions contained therein. Landlord’s approvals
under this Section 5.10 shall not be unreasonably withheld, conditioned or delayed.



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     5.11 SURRENDER 



     At the expiration of the Term or earlier termination of this Lease, without the requirement of
any notice, Tenant shall peaceably surrender the Premises including all alterations and additions
thereto and all replacements thereof, including carpeting, any water or electricity meters, and all
fixtures and partitions, in any way bolted or otherwise attached to the Premises (which shall
become the property of Landlord) except such alterations and additions as Landlord shall direct
Tenant to remove including cabling (provided, however, that Tenant shall not be directed to remove
Tenant’s Initial Construction or any subsequent Tenant Work installed with Landlord’s approval
unless, at the time of Landlord’s approval of such Tenant Work, Landlord specifically notified
Tenant that Tenant would be directed to remove that Tenant Work from the Premises at the expiration
of the Term), and Tenant shall leave the Premises and improvements in the condition in which the
same are required to be maintained under Section 5.1. In no event shall Tenant be required
to remove the data room and fitness room fixtures identified in Exhibit H. Tenant shall, at
the time of termination, remove the goods, effects and fixtures which Tenant is directed or
permitted to remove in accordance with the provisions of this Section 5.11, making any
repairs to the Premises and other areas necessitated by such removal and leaving the Premises clean
and tenantable. Should Tenant fail to remove any of such goods, effects, and fixtures, Landlord
may, after notice, have them removed forcibly, if necessary, and store any of Tenant’s property in
a public warehouse at the risk of Tenant. If such items are not removed from storage within thirty
(30) days, such items may be sold by any customary methods in order to pay storage costs and other
expenses of Landlord. The expense of such removal, storage and reasonable repairs necessitated by
such removal shall be borne solely by Tenant or at Landlord’s election reimbursed by Tenant to
Landlord.



     5.12 PERSONAL PROPERTY TAXES 



     Tenant shall pay promptly when due all taxes (and charges in lieu thereof) imposed upon
Tenant’s personal property in the Premises, (including, without limitation, fixtures and
equipment), no matter to whom assessed.



     5.13 SIGNS



     No sign, name, placard, advertisement or notice visible from the exterior of the Premises
shall be inscribed, painted or affixed by Tenant on any part of the Building without the prior
written approval of Landlord. All signs or letterings on doors, or otherwise, approved by Landlord,
shall be inscribed, painted or affixed by a person reasonably approved by Landlord and at the sole
cost and expense of Tenant. Notwithstanding the foregoing; (a) Tenant shall have the right to
install one sign on the exterior of the Building and a monument sign in front of the Building, all
at Tenant’s expense, subject to Landlord’s prior reasonable approval of the design and location and
subject to compliance with all applicable legal requirements, and (b) Landlord will provide initial
main lobby, building directory, multi-tenant elevator lobby, and entry signage in Building standard
size and location at Landlord’s expense. Subject to applicable legal requirements, the monument
sign shall be approximately 12 feet long by 4.5 feet high. Tenant shall keep its sign on the
Building exterior and the monument sign in good condition and repair at Tenant’s expense. So long
as Tenant is occupying at least one-half of the Building, no signage for any other tenant shall be
placed on or around the Building, and if Tenant at any time ceases to occupy at least one-third of
the Building then Landlord may terminate Tenant’s signage rights for the Building exterior and
monument sign and remove Tenant’s exterior and monument signage at Tenant’s expense.



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ARTICLE VI




CASUALTY AND TAKING




     6.1 DAMAGE BY FIRE OR CASUALTY



     If the Premises or any part thereof shall be damaged by fire or other casualty required to be
insured by Landlord under this Lease, then, subject to the last paragraph of this Section
6.1, Landlord shall proceed with diligence, subject to then applicable statutes, building
codes, zoning ordinances and regulations of any governmental authority, and at the expense of
Landlord to repair or cause to be repaired such damage. All such repairs made necessary by any act
or omission of Tenant shall be made at the Tenant’s expense to the extent that the cost of such
repairs does not exceed the deductible amount in Landlord’s insurance policy (such deductible not
to exceed the deductible amount generally carried at the time by comparable buildings). All
repairs to and replacements of property which Tenant is entitled to remove shall be made by and at
the expense of Tenant. If the Premises or any part thereof shall have been rendered unfit for use
and occupation hereunder by reason of such damage the Rent or a just and proportionate part
thereof, according to the nature and extent to which the Premises shall have been so rendered
unfit, shall be abated until the Premises (except as to the property which is to be repaired by or
at the expense of Tenant) shall have been restored as nearly as practicable to the condition in
which they were immediately prior to such fire or other casualty. Landlord shall not be liable for
delays in the making of any such repairs which are due to Force Majeure, nor shall Landlord be
liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting
from delays in repairing such damage.



     Between thirty (30) and sixty (60) days after any casualty, Tenant may inquire of Landlord as
to Landlord’s estimate of the time period necessary to complete repair of the Premises. Within
thirty (30) days after such inquiry, Landlord shall provide Tenant with Landlord’s architect’s
good faith estimate of the time to complete such repairs and if such estimate (which shall be
non-binding) shall be more than one year from the date of the casualty, then Tenant may terminate
this Lease by notice given to Landlord within thirty (30) days after Tenant’s delivery of
Landlord’s architect’s estimate.



     If Landlord fails to commence repairs as soon as is reasonably practicable after such damage,
and such failure is not due to Force Majeure, and in any event if Landlord does not commence
repairs within ninety (90) days of the casualty, Tenant may elect to terminate this Lease by
notice to Landlord. If Landlord, having commenced such repair, has not completed the repair of
such damage by the later of (i) one year from the occurrence of such damage, or (ii) the date
given in any Landlord’s architect’s repair period estimate under the prior paragraph (the later of
such dates is referred to below as the “Outside Restoration Date”), Tenant may elect to
terminate this Lease by notice to Landlord within twenty (20) days of the Outside Restoration
Date, the termination to be effective not less than thirty (30) days after the date on which such
termination notice is received by Landlord. The Outside Restoration Date shall be extended for up
to ninety (90) days on account of delays caused by Force Majeure. Landlord shall not be liable for
any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from delays
in repairing the damage, however if the delays continue more than ninety (90) days beyond the
initial Outside Restoration Date, Tenant may elect to terminate this Lease in the manner provided
above.



     If (i) the Premises are so damaged by fire or other casualty (whether or not insured) at any
time during the last thirty (30) months of the Term that the cost to repair such damage is
reasonably



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estimated to exceed one-third of the total Annual Fixed Rent payable hereunder for the
period from the estimated completion date of repair until the end of the Term, or (ii) at any time
the Building (or any portion thereof, whether or not including any portion of the Premises) is so
damaged by fire or other casualty (whether or not insured) that substantial alteration or
reconstruction or demolition of the Building (or a portion thereof) shall in Landlord’s judgment
be required (“substantial” damage meaning damage to the extent that the cost of repair will exceed
50% of the value of the Building prior to the occurrence of the fire or other casualty), then and
in any of such events, this Lease and the Term hereof may be terminated at the election of
Landlord by a notice from Landlord to Tenant within sixty (60) days, or such longer period as is
required to complete arrangements with any mortgagee regarding such situation, following such fire
or other casualty; provided, however, that in the event Landlord elects to terminate the Lease
pursuant to clause (i) above, such election shall be null and void if, within thirty (30) days
after receipt of Landlord’s notification, Tenant exercises the right (if available) to extend the
Term for an Extension Term, in which case the time periods under this Section 6.1 for
Landlord to commence and complete repairs shall be continued by thirty (30) days. The effective
termination date pursuant to such notice shall be not less than thirty (30) days after the day on
which such termination notice is delivered to Tenant. In the event of any termination, the Term
shall expire as though such effective termination date were the date originally stipulated in
Section 1.1 for the end of the Term and the Annual Fixed Rent and Additional Rent for
Operating Expenses and Taxes shall be apportioned as of such date.”




     6.2 CONDEMNATION — EMINENT DOMAIN



     In case during the Term all or any substantial part of the Premises or the Building are taken
by eminent domain or Landlord receives compensable damage by reason of anything lawfully done in
pursuance of public or other authority affecting all or a substantial part of the Premises or
Building, this Lease shall terminate at Landlord’s election, which may be made (notwithstanding
that Landlord’s entire interest may have been divested) by notice given to Tenant within ninety
(90) days after the election to terminate arises, specifying the effective date of termination.
The effective date of termination specified by Landlord shall not be less than fifteen (15) nor
more than thirty (30) days after the date of notice of such termination. Unless terminated
pursuant to the foregoing provisions, this Lease shall remain in full force and effect following
any such taking, subject, however, to the following provisions. If in any such case the Premises
are rendered unfit for use and occupation and this Lease is not terminated, Landlord shall use
reasonable diligence (following the expiration of the period in which Landlord may terminate this
Lease pursuant to the foregoing provisions of this Section 6.2) to put the Premises, or
what may remain thereof (excluding any items installed or paid for by Tenant which Tenant may be
required to remove pursuant to Section 5.11), into proper condition for use and occupation
and adjust proportion of the Annual Fixed Rent and Additional Rent for Operating Expenses
according to the nature and extent of the injury shall be abated until the Premises or such
remainder shall have been put by Landlord in such condition; and in case of a taking which
permanently reduces the area of the Premises, adjust proportion of the Annual Fixed Rent and
Additional Rent for Operating Expenses shall be abated for the remainder of the Term.



     If the taking of a part of the Premises substantially and adversely interferes with Tenant’s
ability to continue its business operations then Tenant may terminate this Lease on written notice
to Landlord given not more than thirty (30) days after such taking and effective on the earlier
of: (i) the date when title vests; (ii) the date Tenant is dispossessed by the condemning
authority; or (iii) sixty (60) days following notice to Tenant of the date when vesting or
dispossession is to occur.



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6.3 EMINENT DOMAIN AWARD




     Except for Tenant’s relocation expenses or other awards available to Tenant that do not
reduce Landlord’s award (specifically so designated by the court or authority having jurisdiction
over the matter) Landlord reserves to itself any and all rights to receive awards made for damages
to the Premises, the Building or the leasehold hereby created, or anyone or more of them, accruing
by reason of exercise of eminent domain or by reason of anything lawfully done in pursuance of
public or other authority. Tenant hereby releases and assigns to Landlord all Tenant’s rights to
such awards, and covenants to deliver such further assignments and assurances thereof as Landlord
may from time to time request, hereby irrevocably designating and appointing Landlord as its
attorney-in-fact to execute and deliver in Tenant’s name and behalf all such further assignments
thereof.



ARTICLE VII




DEFAULT




     7.1 TERMINATION FOR DEFAULT OR INSOLVENCY



     This Lease is upon the condition that:




	 	(1)  	if Tenant shall fail to perform or observe any of Tenant’s covenants, and if such failure
shall continue, (a) in the case of Rent or any sum due Landlord hereunder, for more
than five (5) Business Days after notice, or (b) in any other case, after notice,
for more than thirty (30) days (provided that if correction of any such matter
reasonably requires longer than thirty (30) days and Tenant so notifies Landlord
within twenty (20) days after Landlord’s notice is given together with an estimate
of time required for such cure, Tenant shall be allowed such longer period, but
only if cure is begun and diligently pursued within such thirty (30) day period and
such delay does not cause increased risk of damage to person or property), or
	 
	 	(2)  	if two (2) or more notices under clause (1) hereof are given in any twelve month period
(failure to pay Rent or any other sum for more than five (5) Business Days after
the particular due date shall have the same effect under this clause (2) as such a
notice), or
	 
	 	(3)  	if the leasehold hereby created shall be taken on execution, or by other process of law,
or if any assignment shall be made of Tenant’s property or the property of any
guarantor of Tenant’s obligations hereunder (“Guarantor”) for the benefit
of creditors, or
	 
	 	(4)  	if a receiver, guardian, conservator, trustee in bankruptcy or similar officer shall be
appointed by a court of competent jurisdiction to take charge of all or any part of
Tenant’s or the Guarantor’s property and such appointment is not discharged within
sixty (60) days thereafter or if a petition including, without limitation, a
petition for reorganization or arrangement is filed by Tenant or the Guarantor
under any bankruptcy law or is filed against Tenant or the Guarantor and, in the
case of a filing against Tenant only, the same shall not be dismissed within sixty
(60) days from the date upon which it is filed, then, and in any of said cases,
Landlord may, immediately or at any time thereafter, elect to terminate this Lease
by notice of termination, by entry, or by any





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	 	  	other means available under law and may recover possession of the
Premises as provided herein.





     Upon termination by notice, by entry, or by any other means available under law, Landlord
shall be entitled immediately, in the case of termination by notice or entry, and otherwise in
accordance with the provisions of law to recover possession of the Premises from Tenant and those
claiming through or under the Tenant. Such termination of this Lease and repossession of the
Premises shall be without prejudice to any remedies which Landlord might otherwise have for
arrears of Rent or for a prior breach, violation or default of the provisions of this Lease.



     Tenant waives any statutory notice to quit and equitable rights in the nature of further cure
or redemption, and Tenant agrees that upon Landlord’s termination of this Lease Landlord shall be
entitled to re-entry and possession in accordance with the terms hereof. Landlord may, without
notice, store Tenant’s personal property (and those of any person claiming under Tenant) at the
expense and risk of Tenant or, if Landlord so elects, Landlord may sell such personal property in
accordance with Section 5.11 and apply the net proceeds to the earliest of installments of
Rent or other charges owing Landlord. LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY ACTION TO
WHICH THEY ARE PARTIES. Tenant further agrees that it shall not interpose any counterclaim (other
than a mandatory counterclaim which would otherwise be waived) or set-off in any summary
proceeding or in any action based in whole or in part on non-payment of Rent. Nothing herein shall
preclude Tenant from asserting a right to abatement under the express terms of this Lease as a
defense to a claim of default by Landlord for non-payment of Rent.



     7.2 REIMBURSEMENT OF LANDLORD’S EXPENSES



     In the case of termination of this Lease pursuant to Section 7.1, Tenant shall
reimburse Landlord for all expenses arising out of such termination, including without limitation,
all costs incurred in collecting amounts due from Tenant under this Lease (including attorneys’
fees, costs of litigation and the like); all expenses incurred by Landlord in attempting to relet
the Premises or parts thereof (including advertisements, brokerage commissions, Tenant’s
allowances, costs of preparing space, maintaining or preserving the Premises after Tenant default,
and the like); and all Landlord’s other reasonable expenditures necessitated by the termination.
The reimbursement from Tenant shall be due and payable immediately from time to time upon notice
from Landlord that an expense has been incurred, without regard to whether the expense was
incurred before or after the termination. The provisions of this Section 7.2 shall survive
the expiration or earlier termination of this Lease.



     7.3 DAMAGES



     In the event of the termination of this Lease by Landlord, Landlord may elect by written
notice to Tenant within one year following such termination to be indemnified for loss of Rent by
a lump sum payment representing the then present value of the amount of Rent which would have been
paid in accordance with this Lease for the remainder of the Term minus the then present value of
the aggregate fair market rent and Additional Rent payable for the Premises for the remainder of
the Term (if less than the Rent payable hereunder), estimated as of the date of the termination,
and taking into account reasonable projections of vacancy and time required to re-lease the
Premises. (For the purposes of calculating the Rent which would have been paid hereunder for the
lump sum payment calculation described herein, the last full year’s Additional Rent under
Section 2.6 is to be deemed constant for each year thereafter. The then-current yield on
US Treasury Bonds with a ten (10) year maturity shall be used in calculating present values.)
Should the parties be unable to agree on a fair market rent, the



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matter shall be submitted, upon the demand of either party, to the Boston, Massachusetts
office of the American Arbitration Association, with a request for arbitration in accordance with
the rules of the Association by a single arbitrator who shall be an MAl appraiser with at least
ten years experience as an appraiser of major office buildings in the Greater Boston area. The
parties agree that a decision of the arbitrator shall be conclusive and binding upon them. Should
Landlord fail to make the election provided for in this Section 7.3, Tenant shall
indemnify Landlord for the loss of Rent by a payment at the end of each month which would have
been included in the Term, representing the difference between the Rent which would have been paid
in accordance with this Lease (Annual Fixed Rent under Section 2.5, and Additional Rent
which would have been payable under Section 2.6 to be ascertained monthly) and the Rent
actually derived from the Premises by Landlord for such month (the amount of Rent deemed derived
shall be the actual amount less any portion thereof attributable to Landlord’s reletting expenses
described in Section 7.2 which have not been reimbursed by Tenant thereunder).




     All rights and remedies of Landlord under this Section 7.3 and elsewhere in this
Lease shall be distinct, separate and cumulative, and none shall exclude any other right or remedy
of Landlord set forth in this Lease or allowed by law or in equity. Tenant’s obligations under
this Section 7.3 shall survive the expiration or earlier termination of the Term.



     7.4 MITIGATION 



     In the event the Lease is terminated pursuant to Section 7.1 and Tenant vacates the
Premises, Landlord shall, subject to the provisions of this Section 7.4, use reasonable
efforts to relet the Premises and collect the sums due to Landlord as a result of such reletting;
provided, however, that any obligation imposed by law upon Landlord to relet the Premises shall be
subject to the reasonable requirements of Landlord to lease other available space in the Complex
prior to reletting the Premises, to high quality tenants and to lease the Building in a harmonious
manner with an appropriate mix of uses, tenants, floor areas and terms of tenancies, and the like.



     7.5 CLAIMS IN BANKRUPTCY



     Nothing herein shall limit or prejudice the right of Landlord to prove and obtain in a
proceeding for bankruptcy, insolvency, arrangement or reorganization, by reason of the
termination, an amount equal to the maximum allowed by a statute or law in effect at the time
when, and governing the proceedings in which, the damages are to be proved, whether or not the
amount is greater to, equal to, or less than the amount of the loss or damage which Landlord has
suffered.



     7.6 INTEREST ON UNPAID AMOUNTS 



     If any payment of Annual Fixed Rent, Additional Rent, or other payment due from Tenant to
Landlord is not paid when due, then without notice and in addition to all other remedies
hereunder, Tenant shall pay to Landlord interest on such unpaid amount equal to one and one-half
percent (1.5%) of the amount in question for each month and for each part thereof during which
said delinquency continues; provided, however, in no event shall such interest exceed the maximum
amount permitted to be charged by applicable law.



     7.7 LATE FEE 



     If any payment of Annual Fixed Rent, Additional Rent, or other payment due from Tenant to
Landlord is not paid when due, then Landlord may, at its option, in addition to all other
remedies



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hereunder, impose a late charge on Tenant equal to five percent (5%) of the amount in
question, which late charge will be due within five (5) Business Days after notice as Additional
Rent.




     7.8 VACANCY DURING LAST TWO MONTHS



     If Tenant vacates substantially all of the Premises (or substantially all of any major
portion of the Premises, including a floor thereof) at any time within the last two (2) months of
the Term, Landlord at its sole risk may enter the Premises (or such portion) and commence
demolition work or construction of leasehold improvements for future tenants and the amount of
Rent due from and after such entry
shall be reduced by one-half. The exercise of such right by Landlord will not affect Tenant’s
obligations to pay Annual Fixed Rent or Additional Rent with respect to the Premises (or such
portion), which obligations shall continue without abatement until the end of the Term. If
Landlord elects to enter the Premises for these purposes, Landlord shall indemnify Tenant against
personal injury or property damage arising from its activities and shall provide insurance
coverages for such injury or damage reasonably acceptable to Tenant, with Tenant named as an
additional insured.



     7.9 WAIVER OF TRIAL BY JURY



     Landlord and Tenant agree that to extent permitted by law, each shall and hereby does
waive trial by jury in any action, proceeding or counterclaim brought by either against the other
on any matter whatsoever arising out of or in any way connected with this Lease, the relationship
of Landlord and Tenant, Tenant’s use or occupancy of the Premises and/or emergency or statutory
remedy.



ARTICLE VIII




MISCELLANEOUS




     8.1 HOLDOVER



     If Tenant remains in the Premises after the termination or expiration of the Term, such
holding over shall be as a tenant at sufferance at a rent equal to (x) for the first ninety (90)
days after the termination or expiration of the Term, one and one-halftimes the Annual Fixed Rent
due hereunder for the last month of the Term and (y) thereafter the greater of (i) one and
one-half times the Annual Fixed Rent due hereunder for the last month of the Term and (ii) the
fair market rent for the Premises, and otherwise subject to all the covenants and conditions
(including obligations to pay Additional Rent under Section 2.6) of this Lease.
Notwithstanding the foregoing, if Landlord desires to regain possession of the Premises after the
termination or expiration hereof, Landlord may, at its option, re-enter and take possession of the
Premises or any part thereof at any time thereafter or by any legal process in force in the state
in which the Premises are located. If the Tenant renegotiates a new term with the Landlord of this
Lease whether in the Premises or at another location in the Building within 120 days after the
expiration of this Lease, all rents in excess of the new rate, paid during the hold over period,
will be applied as a credit to the new lease.



     Notwithstanding the establishment of any tenancy at sufferance following the expiration or
earlier termination of the Term, if Tenant fails promptly to vacate the Premises upon the
expiration or earlier termination of the Term, and such failure continues for thirty (30) days
after notice from Landlord to Tenant to vacate the Premises, Tenant shall save Landlord harmless,
indemnify and defend Landlord against any claim, loss, cost or expense (including reasonable
attorneys’ fees by counsel of



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Landlord’s choice and consequential damages) arising out of Tenant’s failure promptly to
vacate the Premises (or any portion thereof) prior to the expiration of such thirty (30) day
period.




     8.2 ESTOPPEL CERTIFICATES



     At either party’s request, from time to time, the other party agrees to execute and deliver to
the requesting party within ten (10) days after delivery of such request, a certificate which
acknowledges the dates on which the Term begins and ends, tenancy and possession of the Premises
and recites such other facts concerning any provision of the Lease or payments made under the Lease
which the requesting party or a mortgagee or lender or a purchaser or prospective purchaser of the
Building or any interest therein or any other party may from time to time reasonably request.
Tenant acknowledges that the execution and delivery of such certificates in connection with a
financing or sale in a prompt manner constitute requirements of Landlord’s financing and/or
property dispositions. Without limitation of the foregoing, Tenant agrees to execute whatever other
instruments may be reasonably required by the first mortgagee or junior mortgagee to acknowledge
such tenancy in recordable form, within ten (10) days after Landlord’s request, correcting as
appropriate any representations which are not then correct.



     8.3 NOTICE 



     Any notice, approval, consent and other like communication hereunder from Landlord to Tenant
or from Tenant to Landlord shall be effective only if given in writing and shall be deemed duly
delivered if (i) hand delivered, (ii) mailed by prepaid certified or registered mail, return
receipt requested, or (iii) delivered by a national overnight delivery service, receipt confirmed.
If requested, Tenant shall send copies of all such notices in like manner to Landlord’s mortgagees
and any other persons having an interest in the Premises and designated by Landlord. Any notice so
addressed shall be deemed duly delivered on the third Business Day following the day of mailing if
so mailed by registered or certified mail, return receipt requested, whether or not accepted, or
on the date of delivery if hand delivered or sent by overnight delivery service. Communications to
Tenant shall be addressed to Tenant’s Authorized Representative at the Notice Address of Tenant
set forth in Section 1.1. Communications to Landlord shall be addressed to the Landlord’s
Address, and a copy of all notices shall be sent to Landlord’s attorneys, General Counsel, Hobbs
Brook Management LLC, P.O. Box 54929, Waltham, Massachusetts 02454-9249 and Richard D. Rudman,
Esq., Hill & Barlow, One International Place, Boston, Massachusetts 02110. Either party may from
time to time designate other addresses within the continental United States by notice to the
other.



     8.4 LANDLORD’S RIGHT TO CURE



     At any time and without notice, Landlord may, but need not, cure any failure by Tenant to
perform its obligations under this Lease. Whenever Landlord chooses to do so, Tenant shall pay
all costs and expenses incurred by Landlord in curing any such failure, including, without
limitation, reasonable attorneys’ fees together with an administrative charge equal to five
percent (5%) of such costs and expenses and interest as provided in Section 7.6.



     8.5 SUCCESSORS AND ASSIGNS 



     This Lease and the covenants and conditions herein contained shall inure to the benefit of
and be binding upon Landlord, its successors and assigns, and shall be binding upon Tenant, its
successors and assigns, and shall inure to the benefit of Tenant and only such Transferees of
Tenant as are permitted hereunder. The term “Landlord” means the original Landlord named
herein, its successors



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and assigns. The term “Tenant” means the original Tenant named herein and its
permitted successors and assigns.




     8.6 BROKERAGE



     Each party warrants that it has had no dealings with any broker or agent in connection with
this Lease or any other space in the Building or office park of which the Building is a part,
except for any brokers designated in Section 1.1. Each party covenants to pay, hold
harmless, indemnify and defend the other from and against any and all claims, costs, expense or
liability (including reasonable attorneys’ fees for any compensation, commissions and charges
claimed by any broker or agent other than any such broker designated in Section 1.1 with
respect to this Lease or the negotiation thereof arising from a breach of the foregoing warranty.
Landlord shall be responsible for payment of any brokerage commission to any broker designated in
Section 1.1.



     8.7 WAIVER



     The failure of Landlord or of Tenant to seek redress for violation of, or to insist upon
strict performance of, any covenant or condition of this Lease, or, with respect to such failure
of Landlord, any of the Rules and Regulations referred to in Section 5.4, whether
heretofore or hereafter adopted by Landlord, shall not be deemed a waiver of such violation nor
prevent a subsequent act, which would have originally constituted a violation, from having all the
effect of an original violation, nor shall the failure of Landlord to enforce any of said Rules
and Regulations against any other tenant of the Building be deemed a waiver of any such Rules or
Regulations. The receipt by Landlord of Annual Fixed Rent or Additional Rent with knowledge of the
breach of any covenant of this Lease shall not be deemed waiver of such breach. No provision of
this Lease shall be deemed to have been waived by Landlord, or by Tenant, unless such waiver be in
writing signed by the party to be charged. No consent or waiver, express or implied, by Landlord
or Tenant to or of any breach of any agreement or duty shall be construed as a waiver or consent
to or of any other breach of the same or any other agreement or duty.



     8.8 ACCORD AND SATISFACTION 



     No acceptance by Landlord of a lesser sum than the Annual Fixed Rent and Additional Rent then
due shall be deemed to be other than on account of the earliest installment of such Rent due, nor
shall any endorsement or statement on any check or any letter accompanying any check or payment as
Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such installment or pursue any other
remedy provided in this Lease. The delivery of keys to Landlord shall not operate as a termination
of this Lease or a surrender of the Premises.



     8.9 REMEDIES CUMULATIVE



     The specific remedies to which Landlord may resort under the terms of this Lease are
cumulative and are not intended to be exclusive of any other remedies to which it may be lawfully
entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In
addition to the other remedies provided in this Lease, Landlord shall be entitled to the
restraint by injunction of the violation or attempted or threatened violation of any of the
covenants or conditions of this Lease or to a decree compelling specific performance of any such
covenants or conditions.



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     8.10 PARTIAL INVALIDITY



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



     8.11 WAIVERS OF LIABILITY AND SUBROGATION



     Any property or casualty insurance carried by either party with respect to the Premises, the
Building, or property therein or occurrences thereon shall, include a clause or endorsement denying
to the insurer rights of subrogation and/or recovery against the other party for any injury or loss
due to hazards which are the subject of insurance under the Lease. Each party, notwithstanding any
provisions of this Lease to the contrary, hereby waives any rights of recovery against the other
for injury or loss due to hazards which are the subject of insurance under the Lease regardless of
the fault or negligence of the other party or persons claiming by, through, or under that party.
Each party shall be responsible, regardless of the fault of the other, for any deductible,
co-insurance or self-insurance with respect to the property or casualty coverage maintained by that
party except as provided in Section 2.6.3 and Section 6.1. Insomuch as said waivers will preclude
the assignment of any aforesaid claim by way of subrogation (or otherwise) to an insurance company
(or any other person) each party agrees, if not previously arranged with its insurance company,
immediately to give to each insurance company which has issued to it policies of property insurance
for injury or loss due to hazards required to be covered under the Lease written notice of the
terms of said mutual waivers, and to have such insurance policies properly endorsed, if necessary
to prevent the invalidation of said insurance coverage by reason of said waivers. The mutual
waivers of liability and subrogation contained in this Section 8.11 shall override any
inconsistent provision of this Lease. For the purposes of this Section 8.11, “Landlord” or
“Tenant” shall include the respective mortgagees, agents, employees, managers and/or management
companies, officers, directors, attorneys, trustees, and independent contractors.



     8.12 ENTIRE AGREEMENT



     This Lease contains all of the agreements between Landlord and Tenant with respect to
the Premises and supersedes all prior writings and dealings between them with respect
thereto.



     8.13 NO AGREEMENT UNTIL SIGNED



     The submission of this Lease or a summary of some or all of its provisions for examination
does not constitute a reservation of or option for the Premises or an offer to lease and no
legal obligations shall arise with respect to the Premises or other matters herein until this
Lease is executed and delivered by Landlord and Tenant.



     8.14 TENANT’S AUTHORIZED REPRESENTATIVE



     Tenant designates the person named from time to time as Tenant’s Authorized Representative
to take all acts of Tenant hereunder. Landlord may rely on the acts of such Authorized
Representative without further inquiry or evidence of authority. Tenant’s Authorized
Representative shall be the person so designated in Section 1.1 and such successors as
may be named from time to time by the then



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current Tenant’s Authorized Representative or by Tenant’s president, vice president,
secretary or general counsel.




     8.15 NOTICE OF LEASE



     Landlord and Tenant agree not to record this Lease. If appropriate, both parties will, at the
request of either, execute, acknowledge and deliver a Notice of Lease and a Notice of Termination
of Lease Term, each in recordable form. Such notices shall contain only the information required
by law for recording. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact
(which appointment shall survive the expiration of the Term or earlier termination of the Term)
with full power of substitution to execute, acknowledge and deliver a notice of termination of
lease on Tenant’s name if Tenant fails to do so within ten (10) days after request therefor.



     8.16 TENANT AS BUSINESS ENTITY



     Tenant warrants and represents that (a) Tenant is duly organized, validly existing and in
good standing under the laws of the jurisdiction in which such entity was organized; (b ) Tenant
has the authority to own its property and to carry on its business as contemplated under this
Lease; (c) to the best of its knowledge, Tenant is in compliance in all material respects with all
laws and orders of public authorities applicable to Tenant; (d) Tenant has duly executed and
delivered this lease; ( e) the execution, delivery and performance by Tenant of this Lease (i) are
within the powers of Tenant,
(ii) have been duly authorized by all requisite action, (Hi) will not violate any provision of law
or any order of any court or agency of government, or any agreement or other instrument to which
Tenant is a party or by which it or any of its property is bound, and (iv) will not result in the
imposition of any lien or charge on any of Tenant’s property, except by the provisions of this
Lease; and (f) the Lease is a valid and binding obligation of Tenant in accordance
with its terms. Tenant agrees that breach of the foregoing warranty and representation shall at
Landlord’s election be a default under this Lease for which there shall be no cure. This warranty
and representation shall survive the expiration or earlier termination of the Term.



     8.17 [INTENTIONALLY OMITTED] 



     8.18 FINANCIAL STATEMENTS



     Tenant shall furnish to Landlord within one hundred twenty (120) days after each of Tenant’s
fiscal years during the Term an accurate, up-to-date, audited if available, financial statement of
Tenant and Guarantor showing Tenant’s, and each Guarantor’s, financial condition for the preceding
fiscal year. If not so furnished, Tenant shall furnish the same to Landlord within fifteen (15)
days of Landlord’s request therefor. If no audited financial statement is prepared, such statement
will be certified by the CFO or Treasurer of Tenant or Guarantor, as applicable. Unless public by
other means, Landlord will maintain confidential such statements, except as required by as
applicable law or court order; however Landlord may provide such statements to Landlord’s
prospective and actual lenders and purchasers, and its and their accountants, attorneys and
partners, as long as Landlord advises the recipients of the existence of Landlord’s
confidentiality obligation.



     8.19 MISCELLANEOUS PROVISIONS



     This Lease may be executed in counterparts and shall constitute the agreement of Landlord
and Tenant whether or not their signatures appear in a single copy hereof. This Lease shall be
construed as



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a sealed instrument and shall be governed exclusively by the provisions hereof and by the
laws of The Commonwealth of Massachusetts as the same may from time to time exist. The titles are
for convenience only and shall not be considered a part of the Lease. Where the phrases “persons
acting under Tenant” or “persons claiming under Tenant” or similar phrases are used, the persons
included shall be all employees, agents, independent contractors and invitees of Tenant or of any
Transferee of Tenant. The enumeration of specific examples of or inclusions in a general provision
shall not be construed as a limitation of the general provision. If Tenant is granted any
extension option, expansion option or other right or option, the exercise of such right or option
(and notice thereof) must be unconditional to be effective, time always being of the essence to
the exercise of such right or option; and if Tenant purports to condition the exercise of any
option or to vary its terms in any manner, then the option granted shall be void and the purported
exercise shall be ineffective. Unless otherwise stated herein, any consent or approval required
hereunder may be given or withheld in the sole absolute discretion of the party whose consent or
approval is required. Nothing herein shall be construed as creating the relationship between
Landlord and Tenant of principal and agent, or of partners or joint venturers or any relationship
other than landlord and tenant. This Lease and all consents, notices, approvals and all other
documents relating hereto may be reproduced by any party by photographic, microfilm, microfiche or
other reproduction process and the originals thereof may be destroyed; and each party agrees that
any reproductions shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and whether or not
reproduction was made in the regular course of business) and that any further reproduction of such
reproduction shall likewise be admissible in evidence. This Lease may be amended only by a writing
signed by all of the parties hereto. Any reference in this Agreement to the time for the
performance of obligations or elapsed time shall mean consecutive calendar days, months, or years,
as applicable. “Business Day” shall mean any day of the week other than Saturday, Sunday,
or a day on which banking institutions in Boston, Massachusetts are obligated or authorized by law
or executive action to be closed to the transaction of normal banking business. In the event the
time for performance of any obligation hereunder expires on any day other than a Business Day the
time for performance shall be extended to the next Business Day. Upon request by Landlord Tenant
agrees to execute a confirmation of lease commencement in the form attached as Exhibit F.




     8.20 PRIOR LEASE REIMBURSEMENT



     Within seven (7) days following the execution of this Lease, Landlord shall pay to Tenant
the amount of the Prior Lease Reimbursement as set forth in Section 1.1 as reimbursement for the
fee paid by tenant to terminate its prior lease.



     8.21 GUARANTY



     All of Tenant’s obligations under this Lease shall be guaranteed jointly and severally by
Tenant’s parent, The Relizon Company, a Delaware corporation (“Guarantor”), in accordance
with the Guaranty attached as Exhibit G.



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ARTICLE IX




LANDLORD’S LIABILITY AND ASSIGNMENT FOR FINANCING




     9.1 LANDLORD’S LIABILITY



     Tenant agrees to look only to Landlord’s interest in the Land and Building (and to the
proceeds of any available insurance) for satisfaction of any claim against Landlord hereunder or
under any other instrument related to the Lease (including any separate agreements among the
parties and any notices or certificates delivered by Landlord) and not to any other property-or
assets of Landlord. If Landlord from time to time transfers its interest in the Land and Building
(or part thereof which includes the Premises), then from and after each such transfer Tenant shall
look solely to the interests in the Land and Building of each of Landlord’s transferees for the
performance of all of the obligations of Landlord hereunder (or under any related instrument). The
obligations of Landlord shall not be binding on any partners, mortgagees, members, managers,
directors, officers, trustees, or beneficiaries of Landlord or of any successor, individually, but
only upon Landlord’s or such successor’s interest described above.



     Except for the negligence or willful misconduct of Landlord or any of the Indemnitees (as
such term is defined in Section 5.6.1) and any liability of Landlord without fault under
Sections 4.3.3 or 5.2 of this Lease, Landlord shall not be liable to Tenant and Tenant hereby
waives all claims against Landlord for any injury or damage to any person or property whatsoever.
In no event shall Landlord ever be liable for any indirect or consequential damages. Except for
liability under Sections 5.2 and 8.1 of this Lease, in no event shall Tenant be liable for any
indirect or consequential damages. It is expressly agreed by Landlord and Tenant that business
interruption costs and expenses are indirect and consequential damages under the terms of this
Lease.



     9.2 ASSIGNMENT OF RENTS



     If, at any time and from time to time, Landlord assigns this Lease or the Rents payable
hereunder to the holder of any mortgage on the Building, or to any other party for the purpose of
securing financing (the holder of any such mortgage and any other such financing party are
referred to herein as the “Financing Party”), whether such assignment is conditional in
nature or otherwise, the following provisions shall apply:



     (i) Such assignment to the Financing Party shall not be deemed an assumption by the
Financing Party of any obligations of Landlord hereunder unless such Financing Party shall, by
written notice to Tenant, specifically otherwise elect;



     (ii) Except as provided in (i) above and (iii) below, the Financing Party shall be treated as
having assumed Landlord’s obligations hereunder (subject to Section 9.1) only upon
foreclosure of its mortgage (or voluntary conveyance by deed in lieu thereof) and the taking of
possession of the Premises from and after foreclosure;



     (iii) Subject to Section 9.1, the Financing Party shall be responsible for only such
breaches
under the Lease by Landlord which occur during the period of ownership by the Financing Party
after such foreclosure (or voluntary conveyance by deed in lieu thereof) and taking of
possession, as aforesaid; provided, however, that nothing contained herein shall be deemed to
restrict the right of Tenant to pursue all applicable remedies, including, if necessary, the
termination of this Lease, if a



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default of a continuing nature (for example, an unrepaired defect in the roof or HVAC
system) is not cured after notice and a reasonable opportunity to cure the default;




     (iv) In the event Tenant alleges that Landlord is in default under any of Landlord’s
obligations under this Lease, Tenant agrees to give the holder of any mortgage, by registered
mail, a copy of any notice of default which is served upon the Landlord, provided that prior to
such notice, Tenant has been notified, in writing, (whether by way of notice of an assignment of
lease, request to execute an estoppel letter, or otherwise) of the address of any such holder.
Tenant further agrees that if Landlord shall have failed to cure such default within the time
provided by law or such additional time as may be provided in such notice to Landlord, such holder
shall have sixty (60) days after the last date on which Landlord could have cured such default
within which such holder will be permitted to cure such default. If such default cannot be cured
within such sixty (60) day period, then such holder shall have such additional time as may be
necessary to cure such default, if within such sixty (60) day period such holder has commenced and
is diligently pursuing the remedies necessary to effect such cure (including, but not limited to,
commencement of foreclosure proceedings, if necessary, to effect such cure), in which event Tenant
shall have no right with respect to such default while such remedies are being diligently pursued
by such holder.



     In all events, any liability of a Financing Party shall be limited to the interest of such
Financing Party in the Land and Building, and in no event shall a Financing Party ever be liable
for any indirect or consequential damages.



     Tenant hereby agrees to enter into such agreements or instruments as may be requested from
time to time in confirmation of the foregoing.



ARTICLE X




SUBORDINATION AND NON-DISTURBANCE




     This Lease shall be subject and subordinate to any first mortgage and to any junior mortgage
that has been approved by the first mortgagee that may now or hereafter be placed upon the
Building and/or the Land and to any and all advances to be made under such mortgages and to the
interest thereon, and all renewals, extensions and consolidations thereof, provided that the
mortgagee agrees not to disturb Tenant’s right of possession or its other rights under this Lease
(so long as Tenant is not in default hereunder beyond any applicable notice or cure period) in
accordance with a Subordination and Non-Disturbance Agreement in the mortgagee’s standard form
(provided that such form is commercially reasonable). Any mortgagee may elect to give this Lease
priority to its mortgage, except that the Lease shall not have priority to (i) the prior right,
claim and lien of such mortgagees in, to and upon any insurance proceeds and the disposition
thereof under the mortgage; (ii) the prior right, claim and lien of such mortgagees in, to and
upon any award or compensation heretofore or hereafter to be made for any taking by eminent domain
of any part of the Premises, and to the right of disposition thereof under the mortgage; and (iii)
any lien, right, power or interest, if any, which may have arisen or intervened in the period
between the recording of the mortgages and the execution of this Lease, or any lien or judgment
which may arise any time under the terms of this Lease. In the event of such election and upon
notification by such mortgagee, this Lease shall be deemed prior in lien to the said mortgage.
This Article X shall be self-operative, but in confirmation thereof, Tenant shall execute
and deliver a Subordination and Non-Disturbance Agreement in the mortgagee’s standard form
(provided that such form is commercially reasonable) or whatever other instruments may be
reasonably required by the first



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mortgagee or junior mortgagee to acknowledge such subordination or priority in a recordable
form. Any mortgagee’s standard processing fee and any Landlord’s reasonable attorneys’ fees
associated with the execution of the Subordination and Non-Disturbance Agreement shall be payable
as Additional Rent.




     Landlord represents that as of the date of this Lease, Landlord is the fee owner of the
Building and Land and there is no mortgage encumbering the Building and/or Land.



ARTICLE XI




PARKING




     11.1 GENERAL



     Landlord agrees to provide four and one-half (4.5) parking spaces per 1,000 square feet of
rentable area in the Premises on a non-reserved basis in the Automobile Parking Area during the
term of this Lease for the benefit and use of the customers and employees of Ten ant, and other
tenants and occupants of the Building at no additional charge. Notwithstanding the foregoing, ten
(10) of the aforementioned parking spaces shall be reserved spaces for Tenant’s executives at a
location in the parking structure nearest to the Building entrance, taking into account
requirements for handicapped accessible parking spaces, no more than thirty (30) of the other
spaces in the Automobile Parking Area shall be reserved spaces for other tenants, and Tenant shall
have the benefit and use of any unreserved parking spaces in the parking structure as so
designated by Landlord from time to time on a “first come first served” basis. To the extent that
any system is implemented that assigns parking spaces or areas (other than for handicapped parking
and up to 40 reserved spaces as set forth above, Tenant and its employees shall be given
preference over other tenants of the Building in the use of spaces within the parking structure
proportional to Tenant’s percentage of the Building. (The number of reserved parking spaces for
Tenant and for others shall be proportionately adjusted if the area of the Premises is reduced.)
Wherever the words “Automobile Parking Area” are used in this Lease, it is intended that
the same shall include, whether in a surface parking area or a parking structure, the automobile
parking stalls, driveways, entrances, exits, sidewalks, landscaped areas, pedestrian passageways
in conjunction therewith and other areas designated for parking. Nothing contained herein shall be
deemed to create liability upon Landlord for any damage to motor vehicles of customers, suppliers,
employees or other third parties or from loss of property from within such motor vehicles, unless
caused by the gross negligence or willful misconduct of Landlord, its agents, servants and
employees. Landlord shall have the right to establish and enforce against all users of the
Automobile Parking Area, such reasonable
rules and regulations as may be deemed necessary and advisable for the proper and efficient
operation and maintenance of the Automobile Parking Area, including the hours during which the
Automobile Parking Area shall be open for use.



     Landlord may establish for the Automobile Parking Area, a system or systems of validation or
other operation including, but not limited to, a system of charges against nonvalidated parking
checks of users. Tenant shall comply with such system, and all rules and regulations established
by Landlord in conjunction with such system, and shall cause its customers and employees to comply
therewith; provided, however, that such system and such rules and regulations shall apply equally
and without discrimination to all persons entitled to the use of the Automobile Parking Area and
shall allow employees and visitors of Tenant to park without charge.



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     Landlord shall at all times during the Term hereof have the sole and exclusive control
of the Automobile Parking Area, may change the exact location of the parking area from time to
time subject to the required ratio of parking spaces set forth above and may at any time during
the Term hereof exclude and restrain any person from use thereof; excepting, however, Tenant and
its employees, bona fide customers, patrons and service suppliers of Tenant and other tenants of
Landlord who make use of said area in accordance with any rules and regulations established by
Landlord from time to time with respect thereto. Landlord shall also have the right to designate
certain automobile parking areas as being for the exclusive use of one or more of the tenants of
Landlord. The rights of Tenant referred to in this Article XI shall at all times be
subject to the rights of Landlord and the other tenants of Landlord to use the same in common with
Tenant, and it shall be the duty of Tenant to keep all of said area free and clear of any
obstructions created or permitted by Tenant or resulting from Tenant’s operations and

to permit the use of any of said area only for normal parking and ingress and egress by
said customers,
patrons and service suppliers to and from the Building.



     Landlord reserves the right, in its sole discretion and acting in good faith, to require that
identification cards which permit ingress to and egress from the Automobile Parking Area be
utilized and/or displayed for the security of tenants and occupants of the Building, may change
the form of such cards at any time and from time to time, and may require photographic
identification of all parties utilizing the Automobile Parking Area. Furthermore, Landlord may
limit access to the Automobile Parking Area to those parties appearing on an employee, guest and
vendor list which Landlord may prepare and maintain from time to time with input from tenants and
occupants of the Building; may search and tow vehicles from the Automobile Parking Area; and may
close the Automobile Parking Area, all for the security of the tenants and occupants of the
Building.



     Landlord shall at all times have the sole right and privilege of determining the nature and
extent of the Automobile Parking Area, whether the same shall be surface, underground or other
structure, and of making such changes therein from time to time which in its opinion are deemed to
be desirable and for the best interests of all persons using the Automobile Parking Area. Parking
is on a first-come, first served basis except as otherwise provided herein. Landlord shall not be
liable to Tenant, and the Lease shall not be affected, if any parking rights of Tenant hereunder
are impaired by any law, ordinance or other governmental regulation imposed after the Date of
Lease.



     11.2 EMPLOYEE PARKING



     It is understood and agreed that the employees of Tenant and the other tenants of Landlord
within the Building shall not be permitted to park their automobiles in the portions of the
Automobile Parking Area which may from time to time be designated for patrons of the Building and
that Landlord shall at all times have the right to establish rules and regulations for employee
parking.



     11.3 PATRON PARKING 



     Landlord may provide within the automobile parking area parking spaces for the patrons of
Tenant and other tenants in the Building in sufficient number as from time to time Landlord shall
deem appropriate.



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ARTICLE XII




ROOF SPACE




     12.1 GPS ANTENNA



          (a) Effective as of the Term Commencement Date, Landlord agrees to grant to
Tenant a license to use a portion of the roof of the Building and enjoy 24-hour access thereto
(the ‘Rooftop License”) at a technologically sufficient location to be proposed by Tenant
and approved by Landlord (which approval shall not be unreasonably withheld or delayed provided
the installation of the GPS Antenna in the location proposed by Tenant does not materially and
adversely affect (i) the structural integrity of the Building or (ii) any electrical, mechanical,
or other system of the Building) consisting of approximately no more than four (4) square
horizontal feet (the ‘Rooftop Installation Area”), with any guide wires to be located
therein or within the immediate vicinity. The Rooftop Installation Area is to be used by Tenant
solely for the installation, operation, maintenance, repair and replacement during the Term of
this Lease of a GPS antenna eighteen (18”) inches in diameter and other related communications
equipment, including one two-inch (2”) conduit connecting the antenna to the Premises, to be
located in a vertical chase mutually designated by Landlord and Tenant (collectively, the ‘GPS
Antenna”). Tenant’s installation and operation of the GPS Antenna and its obligations with
respect thereto shall be all in accordance with the terms, provisions, conditions and agreements
contained in this Lease.




          (b) Tenant shall install the GPS Antenna in the Rooftop Installation. Area at its sole
cost and expense, at such times and in such manner as Landlord may reasonably designate and in
accordance with all of the applicable provisions of this Lease (including, without limitation,
Section 3.3). Landlord shall not be obligated to perform any work or incur any expense
to prepare the Rooftop Installation Area for Tenant’s use thereof.




          (c) Tenant shall not install or operate the GPS Antenna until it receives prior written
approval from Landlord, which approval Landlord agrees shall not be unreasonably withheld,
conditioned, or delayed provided, and on the condition that Tenant complies with all of the
requirements of this Lease (including, without limitation, Section 3.3 and this
Article XII). Prior to commencing such installation, Tenant shall provide Landlord with
(i) copies of all required permits, licenses and authorizations which Tenant will obtain at its
own expense and which Tenant will maintain at all times during the operation of the GPS Antenna;
and (ii) a certificate of insurance evidencing insurance coverage as required by this Lease and
any other insurance reasonably required by Landlord for the installation and operation of the GPS
Antenna. Landlord may withhold approval if the installation or operation of the GPS Antenna
reasonably would be expected to damage the structural integrity of the Building.




          (d) Tenant covenants that (i) Tenant shall repair any damage to the roof of the
Building caused by the installation or operation of the GPS Antenna, (ii)the installation and
operation of the GPS Antenna on the roof shall not cause interference with any telecommunications,
mechanical or other systems either located or servicing the Building (whether belonging to or
utilized by Landlord or any other tenant or occupant of the Building) or located at or servicing
any building, premises or location in the vicinity of the Building, except to the extent
permissible under applicable F.C.C. regulations and (iii) the installation, existence, maintenance
and operation of the GPS Antenna shall not constitute a violation of any applicable laws,
ordinances, rules, order, regulations, etc., of any Federal, State, or municipal authorities
having jurisdiction thereover, or constitute a nuisance or interfere with the use and enjoyment of
the premises of any other tenant in the Building.




-42-




 









 








          (e) The term of the Rooftop License shall be deemed to commence on the Term
Commencement Date and expire on the expiration or earlier termination of the Term of this Lease.




          (f) Tenant shall pay to Landlord as Additional Rent (the ‘‘GPS Rent”), all applicable
taxes or governmental charges, fees, or impositions imposed upon Landlord and arising out of
Tenant’s use of the Rooftop Installation Area, and the amount, if any, by which Landlord’s
insurance premiums increase as a result of the installation of the GPS Antenna.




          (g) Tenant covenants and agrees that the installation, operation and removal of the
GPS Antenna will be at its sole risk. Tenant agrees to indemnify and defend Landlord and all other
Indemnitees (as defined in Section 5.6.1) against all claims, actions, actual and punitive
damages, liabilities and expenses including reasonable attorney’s fees by counsel of Landlord’s
choice incurred in connection with the loss of life, personal injury, damage to property or
business or any other loss or injury or as a result of any litigation arising out of the
installation, use, operation, or removal of the GPS Antenna by Tenant or its transferee, including
any liability arising out of Tenant’ s violation of its obligations under paragraph (d) of this
Article XII (except if such liability is caused by the gross negligence or willful
misconduct of Landlord or its employees, agents, or contractors). Landlord assumes no
responsibility for interference in the operation of the GPS Antenna caused by other tenants’
telecommunications equipment, or for interference in the operation of other tenants’
telecommunications equipment caused by the GPS Antenna.




          (h) Within fifteen (15) days following the expiration or earlier termination of the
Lease or the permanent termination of the operation of the GPS Antenna by Tenant, Tenant shall,
at its sole cost and expense, (i) remove the GPS Antenna from the Rooftop Installation Area and
the Building in accordance with the terms hereof, (ii) leave the Rooftop Installation Area in
good order and repair, reasonable wear and tear excepted and (iii) pay all amounts due and owing
with respect to the Rooftop License up to the date of the termination thereof. If Tenant does not
remove the GPS Antenna when so required, the GPS Antenna shall become Landlord’s property and, at
Landlord’s election, Landlord may remove and dispose of the GPS Antenna and charge Tenant for all
costs and expenses incurred as Additional Rent. Notwithstanding that Tenant’s use of the Rooftop
Installation Area shall be subject at all times to and shall be in accordance with the terms,
covenants, conditions and agreements contained in this Lease, the Rooftop Installation Area shall
not be deemed part of the Premises. All Tenant obligations under this Article XII shall survive
the Term of this Lease.




ARTICLE XIII




BACK-UP GENERATOR




     13.1 BACK-UP GENERATOR



          (a) Effective as of the Term Commencement Date, Landlord agrees to grant to
Tenant a license to use a portion of the ground next to the Building and enjoy 24-hour access
thereto (the “Ground License”) at a technologically sufficient location reasonably
designated by Landlord (the “Ground Installation Area”). The Ground Installation Area is
to be used by Tenant solely for the installation, operation, maintenance, repair and replacement
during the Term of this Lease of a back-up ground level generator and related fuel supply and
infrastructure comparable to Landlord’s existing 850KV A facility, to support Tenant’s data
center and other Tenant critical facilities and equipment (the




-43-




 









 








“Generator”). Tenant’s installation and operation of the Generator and its
obligations with respect thereto shall be all in accordance with the terms, provisions,
conditions and agreements contained in this Lease.




          (b) Tenant shall install the Generator in the Ground Installation Area at its sole cost
and expense, at such times and in such manner as Landlord may reasonably designate and in
accordance with all of the applicable provisions of this Lease (including, without
limitation, Section 3.3). Landlord shall not be obligated to perform any work or incur
any expense to prepare the Ground Installation Area for Tenant’s use thereof.




          (c) Tenant shall not install or operate the Generator until it receives prior written
approval from Landlord, which approval Landlord agrees shall not be unreasonably withheld,
conditioned, or delayed provided, and on the condition that Tenant complies with all of the
requirements of this Lease (including, without limitation, Section 3.3 and this
Article XIII). Prior to commencing such installation, Tenant shall provide Landlord with
(i) copies of all required permits, licenses and authorizations which Tenant will obtain at its
own expense and which Tenant will maintain at all times during the operation of the Generator; and
(ii) a certificate of insurance evidencing insurance coverage as required by this Lease and any
other insurance reasonably required by Landlord for the installation and operation of the
Generator. Landlord may withhold approval if the installation or operation of the Generator
reasonably would be expected to damage the structural integrity of the Building. Tenant agrees to
reimburse Landlord for reasonable expenses incurred in connection with the review and approval of
Tenant’s plans showing the proposed installation of the Generator.




          (d) Tenant covenants that (i) Tenant shall repair any damage to the Land or Building
caused by the installation or operation of the Generator, (ii) the installation and operation of
the Generator on the ground shall not cause interference with any telecommunications, mechanical
or other systems either located or servicing the Building (whether belonging to or utilized by
Landlord or any other tenant or occupant of the Building) or located at or servicing any
building, premises or location in the vicinity of the Building, and (iii) the installation,
existence, maintenance and operation of the Generator shall not constitute a violation of any
applicable laws, ordinances, rules, order, regulations, etc., of any Federal, State, or municipal
authorities having jurisdiction thereover, or constitute a nuisance or interfere with the use and
enjoyment of the premises of any other tenant in the Building.




          (e) The term of the Ground License shall be deemed to commence on the Term
Commencement Date and expire on the expiration or earlier termination of the Term of this Lease.




          (f) Tenant shall pay to Landlord as Additional Rent (the “Generator
Rent”), all
applicable taxes or governmental charges, fees, or impositions imposed upon Landlord (excluding
Taxes) and arising out of Tenant’s use of the Ground Installation Area, and the amount, if any,
by which Landlord’s insurance premiums increase as a result of the installation of the Generator.




          (g) Tenant covenants and agrees that the installation, operation and removal of the
Generator will be at its sole risk. Tenant agrees to indemnify and defend Landlord and all other
Indemnitees (as defined in Section 5.6.1) against all claims, actions, actual and punitive
damages, liabilities and expenses including reasonable attorney’s fees by counsel of Landlord’s
choice incurred in connection with the loss of life, personal injury, damage to property or
business or any other loss or injury or as a result of any litigation arising out of the
installation, use, operation, or removal of the Generator by Tenant or its transferee, including
any liability arising out of Tenant’s violation of its obligations under paragraph (d) of this
Article XIII (except if such liability is caused by the gross negligence or willful
misconduct of Landlord or its employees, agents, or contractors).




-44-




 









 








          (h) Within fifteen (15) days following the expiration or earlier termination of the
Lease or the permanent termiination of the operation of the Generator by Tenant, Tenant shall, at
its sole cost and expense, (i) remove the Generator from the Ground Installation Area and the
Building in accordance with the terms hereof, (ii) leave the Ground Installation Area in good order
and repair, reasonable wear and tear excepted and (iii) pay all amounts due and owing with respect
to the Ground License up to the date of the termination thereof. If Tenant does not remove the
Generator when so required, at Landlord’s election, Landlord may remove and dispose of the
Generator and charge Tenant for all costs and expenses incurred as Additional Rent. Notwithstanding
that Tenant’s use of the Ground Installation Area shall be subject at all times to and shall be in
accordance with the terms, covenants, conditions and agreements contained in this Lease, the Ground
Installation Area shall not be deemed part of the Premises. All Tenant obligations under this
Section 13.1 shall survive the Term of this Lease.




     Executed to take effect as a sealed instrument.



	 	 	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 	 	 
	 	 	601 EDGEWATER LLC
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	(-s- ILLEGIBLE)
	

	 	 	 	 	 	 
	 	 	 	 	Manager
	 
	 	 	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 	 	 
	 	 	EPSILON DATA MANAGEMENT, INC.
	 
	 	 	 	 	 	 
	

	 	 	 	By:
	 	/s/ Timothy Schriner
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	

	 	 	 	 	 	Title: President/Vice-President
	 
	 	 	 	 	 	 
	

	 	 	 	BY:
	 	/s/ Sarah L. Burton
	

	 	 	 	 	 	 
	

	 	 	 	 	 	Name: Sarah L. Burton
	

	 	 	 	 	 	Title: Treasurer/Assistant Treasurer






-45-













 






Exhibit A Premises









 









 













 









 













 









 













 









 








Exhibit A-2 RFO









 









 













 









 








Exhibit A-3 Location of Walkway









 









 








Exhibit B




Tenant’s Initial Construction




[Plans by Tenant; Construction by Tenant; Improvement Allowance) 




1. Plans and Specifications.




     (a) Preparation of Plans. Tenant shall prepare at Tenant’s cost, subject to the
Improvement
Allowance, as hereinafter defined, plans (‘Tenant’s Plans”) for the construction and layout
of the Premises. Tenants leasing partial floors shall design entrances, doors and any other
elements which visually integrate with the elevator lobbies and common areas in a manner and with
materials and finishes which are compatible with the Building standard materials and common area
finishes for such floor. Tenant may contract directly for design work or through design-build
contracts with Landlord approval not to be unreasonably withheld. Where required, Tenant shall
employ the engineers utilized or otherwise approved by Landlord to construct the Building for all
mechanical, electrical and plumbing engineering design work, Landlord approval not to be
unreasonably withheld. Tenant reserves the sole right to employ engineers approved by Landlord for
the design of Ten ant’s data center. Tenant shall consult with Landlord from time to time as
Tenant’s Plans are being prepared and Tenant’s Plans shall be subject to Landlord’s prior written
approval prior to the commencement of construction. Landlord shall not unreasonably withhold,
condition, or delay Landlord’s approval of the Tenant Plans, and if, for any reason, Landlord does
not approve Tenant’s Plans, it shall state specifically the reasons therefor. Landlord need not
approve any items or aspects of Tenant’s Initial Construction which in Landlord’s reasonable
judgment (i) would delay other work in the Building, (ii) would increase the cost of operating the
Building or performing any other work in the Building, (iii) are incompatible with the design,
quality, equipment or systems of the Building, (iv) would require unusual expense to readapt the
Premises to general purpose office use or (v) otherwise do not comply with the provisions of this
Lease (including, without limitation, Section 5.10).



     (b) Tenant Plans. Tenant shall submit the information/data/plans, etc., as noted:




	 	(i)  	Major Work: A list of any items or matters, which might require structural
modifications to the Building, including, without limitation, the
following:






	 	(1)  	Location and details of special floor areas exceeding seventy (70) pounds
of live load per square foot;
	 
	 	(2)  	Location and weights of storage files;
	 
	 	(3)  	Location of any special soundproofing requirements;
	 
	 	(4)  	Existence of any extraordinary HVAC requirements necessitating
perforation of structural members or connection to the
Building condenser water loop; and
	 
	 	(5)  	Existence of any requirements for interconnecting staircases or other
items affecting the structure.






	 	(ii)  	Final Plans: One (1) sepia and one (1) blackline drawing showing all
architectural, mechanical and electrical systems, including, without
limitation, cutsheets, specifications and the following:




 









 












	 	   	CONSTRUCTION PLANS:






	 	(1)  	All partitions shall be shown; indicate all Building standard or non-
standard construction and details referenced;
	 
	 	(2)  	Dimensions for partition shall be shown to face of stud; critical tolerances
and ± dimensions shall be clearly noted;
	 
	 	(3)  	All doors shall be shown on and shall be numbered and scheduled on
door schedule;
	 
	 	(4)  	All non-Building standard construction, non-standard materials and/or
installation shall be explicitly noted; equipment and finishes shall be shown and
details referenced; and
	 
	 	(5)  	All plumbing fixtures or other equipment requirements and any
equipment requiring connection to Building plumbing systems shall be noted.






	 	   	REFLECTED CEILING PLAN:






	 	(1)  	Layout suspended ceiling grid pattern in each room, describing the intent
of the ceiling working point, origin and/or centering; and
	 
	 	(2)  	Locate all ceiling-mounted lighting fixtures and air handling devices
including air dampers, fan boxes, etc., Building standard 2’ x 2’ fluorescent
lighting fixtures, Building standard supply air diffusers, Building standard wall
switches, down lights, special lighting fixtures, special return air registers,
special supply air diffusers, and special wall switches.






	 	   	TELEPHONE AND ELECTRICAL EQUIPMENT PLAN: 






	 	(1)  	All telephone outlets required;
	 
	 	(2)  	All electrical outlets required; note non-standard power devices and/or
related equipment; and
	 
	 	(3)  	All electrical requirements associated with plumbing fixtures or
equipment; append product data for all equipment requiring special power,
temperature control or plumbing considerations.






	 	   	DOOR SCHEDULE:






	 	(1)  	Provide a schedule of doors, sizes, finishes, hardware sets, and all
information necessary to fully describe selected Building standard; and
	 
	 	(2)  	Non-standard materials and/or installation shall be explicitly noted.






	 	   	HVAC:






	 	(1)  	Areas requiring special temperature and/or humidity control
requirements;
	 
	 	(2)  	Heat emission of equipment (including catalogue cuts), such as CRTs,
copy machines, etc.; and
	 
	 	(3)  	Special exhaust requirements — conference rooms, pantry, toile5, etc.




 









 












	 	   	ELECTRICAL:






	 	(1)  	Special lighting requirements;
	 
	 	(2)  	Power requirements and special outlet requirements of equipment;
	 
	 	(3)  	Security requirements; and
	 
	 	(4)  	Supplied telephone equipment and the necessary space allocation for
same.






	 	   	PLUMBING:






	 	(1)  	Remote toilets;
	 
	 	(2)  	Pantry equipment requirements;
	 
	 	(3)  	Remote water and/or drain requirements such as for sinks, ice makers,
etc.; and
	 
	 	(4)  	Special drainage requirements, such as those requiring holding or
dilution tanks.






	 	   	COMPUTERS:
	 
	 	   	Equipment cuts, power requirements, heat emissions, raised floor
requirements, fire protection requirements, security requirements, and
emergency power.





     (c) Plan Requirements. Tenant’s Plans shall be fully detailed and fully coordinated,
shall
show complete dimensions, and shall have designated thereon all points of location and other
matters, including, without limitation, special construction details and finish schedules. All
drawings shall be uniform size (30” x 42”) and shall incorporate the standard electrical and
plumbing symbols and be at a scale of 1/8” = 1’O” or larger. Materials and/or
installation shall be explicitly noted and adequately specified to allow for Landlord review,
building permit application, and construction. A concise description of products, acceptable
substitutes, and installation procedures and standards shall be provided. Product cuts must be
provided and special mechanical or electrical loads noted. Landlord’s approval of the plans,
drawings, specifications or other submissions in respect of any work, addition, alteration or
improvement to be undertaken by or on behalf of Tenant shall create no liability or responsibility
on the part of Landlord for their completeness, design sufficiency or compliance with requirements
of any applicable laws, rules or regulations of any governmental or quasi-governmental agency,
board or authority .



     (d) Drawing and Document Production. Landlord shall provide Tenant with a sepia
drawing
or CAD disk showing the Building outline, core walls and columns, together with corridor and
demising wall location plans. In addition, in the event that compatible CAD drawing production

is not available between the architectural designer and the mechanical, electrical and plumbing
engineers, the following four (4) mylars, supplied by the architects to the mechanical,
electrical and plumbing engineers, are required:




	 	(i)  	One (1) composite, reverse washoff mylar showing electrical and telephone
layouts as follows:






	 	   	Fifty percent (50%) screened: Building outline, core
walls, columns and Tenant partitions.




 









 






	 	   	Full strength: All telephone and power outlets and
dimensional information locating these outlets both in plan
and elevation where necessary;






	 	(ii)  	Two (2) composite, reverse washoff mylars showing reflecting ceiling plan as
follows:






	 	   	Fifty percent (50%) screened: Building outline, core walls,
columns and Tenant partitions.
Full strength: Lighting fixtures; and






	 	(iii)  	One (1) composite, reverse washoff mylar showing reflecting ceiling plan as
follows:






	 	   	Fifty percent (50%) screened: Building outline, core
walls, columns, Tenant partitions and lighting fixtures.





     (e) Change Orders. Tenant’s Plans shall not be changed or modified by Tenant after
approval
by Landlord without the further approval in writing (“Change Order”) by Landlord.



2. Tenant’s Initial Construction.




     (a) General. Landlord and its authorized representatives shall be kept fully
apprised and
informed of the construction process, and shall have the right to inspect Tenant’s Initial
Construction from time to time and to attend construction job-site meetings.



     (b) Tenant’s Architect/Engineers. Landlord has approved, Dyer Brown as “Tenant’s
 Architect” for Tenant’s Initial Construction (Tenant may hire a different architect so
long as Landlord has no reasonable objection thereto). If an architect other than Landlord’s
architect is selected by Tenant, Tenant shall provide a letter from such architect to Landlord
stating that the architect has carefully reviewed the requirements of this Exhibit B, of
any design manual or handbook provided to Tenant by Landlord with respect to the Tenant’s Initial
Construction (including, but not limited to, Landlord’s Construction Manual), and of any Tenant’s
Initial Construction design schedule, and that Tenant’s Architect will comply with all such
requirements including without limitation the submission deadlines stated in any Tenant’s Initial
Construction design schedule. Any electrical, mechanical or structural engineers employed by
Tenant or Tenant’s Architect shall be subject to Landlord’s approval, which shall not be
unreasonably withheld, conditioned or delayed.



     Tenant shall be solely responsible for the liabilities and expenses of all architectural and
engineering services relating to Tenant’s Initial Construction (subject to reimbursement from the
Improvement Allowance) and for the adequacy and completeness of Tenant’s Plans submitted to
Landlord. Tenant’s Plans shall provide for the uniform exterior appearance of the Building,
including without limitation the use of Building standard window blinds and Building standard
light fixtures within fifteen (15) feet of each exterior window.



     (c) Performance of Tenant’s Initial Construction. Tenant’s Initial Construction shall
be
performed in accordance with Tenant’s Plans and any Change Orders approved by Landlord (such



 









 







approval not be unreasonably withheld). Minor Change Orders (under $50,000 per change which do
not affect the systems or structure of the Building) shall not require Landlord’s approval.



     By its execution of the Lease, and submission of Tenant’s Plans and any Change Orders,
Tenant will be deemed to have approved, and shall be legally responsible for, such Tenant’s
Plans and Change Orders. Landlord shall not be responsible for any aspects of the design or
construction of Tenant’s Initial Construction, the correction of any defects therein, or any
delays in the completion thereof. Tenant shall be responsible for building standard costs of
Building services or facilities (such as electricity, HVAC, and cleaning) required to implement
Tenant’s Initial Construction and other variable costs to the extent required to be paid by
Tenant under the Lease (such as for review, inspection, and testing). All payments required to
be made by Tenant hereunder, whether to Landlord or to third parties, shall be deemed Additional
Rent for purposes of Article VII of this Lease. There shall be no review fees or similar
fees to Landlord.



     Tenant’s Initial Construction shall be made in accordance with the requirements of this
Exhibit B and with Landlord’s Construction Manual, as the same may from time to time be
amended, modified or replaced. Tenant’s Initial Construction must comply with the Building Code in
effect for the municipality in which the Building is located and the requirements, rules and
regulations of any governmental agencies having jurisdiction. Tenant must deliver to Landlord
copies of all required permits and approvals prior to the commencement of Tenant’s Initial
Construction. A pro-rata share of the cost of the multi-tenant corridor, if applicable, which
shall be constructed by Landlord, shall be done at Tenant’s cost.



     (d) Tenant Contractor. Any independent contractor of Tenant (or any employee or agent
of
Tenant) performing Tenant’s Initial Construction shall be a “Tenant Contractor” and shall
be subject to all of the terms, conditions and requirements contained in the Lease. The identity
and qualifications of each Tenant Contractor shall be subject to Landlord’s prior written
approval, which shall not be unreasonably withheld, conditioned, or delayed.



     Without limitation, Tenant shall require each Tenant Contractor to adjust and coordinate
Tenant’s Initial Construction to meet the schedule or requirements of other work being performed
by or for Landlord throughout the Building, including those performing the Landlord Work. Tenant
shall insure that each Tenant Contractor shall take all reasonable steps to assure that any work
is carried out without disruption from labor disputes arising from whatever cause, including,
without limitation, disputes concerning union jurisdiction and the affiliation of workers employed
by said Tenant Contractor or its subcontractors. Tenant shall be responsible for, and shall
reimburse Landlord for, all costs and expenses, including, without limitation, attorney’s fees
incurred by Landlord in connection with any breach by the contractor of such obligations.



     At all times while performing Tenant’s Initial Construction, Tenant and each Tenant
Contractor shall not discriminate against any individual because of race, color, sex, religion or
national origin and will, as may be required by the municipality in which the Building is located
or any other public authority having jurisdiction, comply with all applicable laws, regulations
and equal opportunity policies generally adhered to by comparable office buildings in the same
geographic area as the Building.



     In the event that special security arrangements must be made (e.g., in connection with work
outside normal business hours), then the cost of such security must be paid by the Tenant
Contractor requesting such security. Tenant must insure that each Tenant Contractor and
subcontractors use every



 









 





effort to minimize noise caused by Tenant’s Initial Construction. Work stoppage during Hours of
Operation will be ordered if noise, in the sole judgment of the Building manager, disturbs other
tenants of the Building, and Landlord shall have no liability therefor.



     In all events, Tenant shall indemnify the Indemnitees in the manner provided in Section
5.6.1 of this Lease against any claim, loss or cost arising out of any interference with, or
damage to, any work in the Building being done by Landlord, or any delay thereto, or any increase
in the cost thereof on account in whole or in part of any act, omission, neglect or default by
Tenant or any Tenant Contractor in the performance of Tenant’s Initial Construction.



(e) Insurance. Tenant shall, and Tenant shall cause all Tenant Contractors and
subcontractors to purchase and maintain the insurance in the coverages and limits set forth in the
Landlord’s Construction Manual, and prior to the commencement of Tenant’s Initial Construction,
Tenant shall provide Landlord with the following:





	 	(i)  	A list of each Tenant Contractor and/or subcontractors for Landlord’s approval,
such approval to be exercised reasonably and without undue delay.
	 
	 	(ii)  	Tenant’s and all Tenant Contractors’ and subcontractors’ insurance certificates
in accordance with the Landlord’s Construction Manual.





     (f) General. 



     All demolition, removals, or other categories of work that may inconvenience other tenants or
disturb Building operations must be scheduled and performed before or after normal Building hours,
and Tenant shall provide the Building manager with at least twenty-four (24) hours’ notice prior
to proceeding with such work. Tenant must schedule and coordinate all aspects of work with the
Building manager and Building engineer.



     Installations within the Premises and in ceiling plenums below the Premises shall not
interfere with existing services and shall be installed in such a manner so as not to interfere
with subsequent installation of ceilings or services for other tenants.



     Redundant electrical, control and alarm systems and mechanical equipment and sheet metal not
maintained under the work to the Premises must be removed as part of the work.



     Prior arrangements for elevator use shall be made with the Building manager by Tenant. If
an operating engineer is required by any union regulations, such engineer shall be paid for by
Tenant.



     If shutdown of risers and mains for electrical, mechanical and plumbing work is required,
such work shall be supervised by Landlord’s representative. No work shall be performed in Building
mechanical equipment rooms without Landlord’s approval, and all such work shall be performed under
Landlord’s supervision. At least forty-eight (48) hours’ prior notice must generally be given to
the Building management office prior to the shutdown of fire, sprinkler and other alarm systems.
In the event that such work unintentionally alerts the Fire or Police Department for the
municipality in which the Building is located through an alarm signal, then Tenant shall be liable
for any fees or charges levied by the such Fire or Police Department in connection with such
alarm. Tenant shall pay to Landlord such charges as may from time to time be in effect with
respect to any such shutdown described herein.



 









 





     Upon completion of the Tenant’s Initial Construction, Tenant shall submit to Landlord a
permanent certificate of occupancy (if available in the city or town in which the Premises are
located) and final approval by the other governmental agencies having jurisdiction (to the extent
required).



3. Improvement Allowance.




     Landlord shall provide Tenant with an allowance for the costs (“Allowance
Costs”) of constructing Tenant’s Initial Construction (including, without limitation,
architectural and engineering fees with respect thereto) in an amount not to exceed the Improvement
Allowance, as such term is defined in Section 1.1 of this Lease. All construction and
design costs for the Premises in excess of the Improvement Allowance shall be paid for entirely by
Tenant, and Landlord shall not provide any reimbursement therefor.



     The Improvement Allowance shall be disbursed as requisitioned by Tenant but in no more than
two (2) disbursements per month. For each disbursement, Tenant shall submit a requisition package
to Landlord prior to the first day of the month, with an itemization of the costs being
requisitioned, a certificate by an officer of Tenant that all such costs are Allowance Costs and
have been incurred and paid for by Tenant, and appropriate back-up documentation including,
without limitation, lien releases (in a form approved by Landlord), paid invoices and bills. The
final requisition package shall further include an executed estoppel letter under this Lease, a
certificate of Tenant’s Architect that Tenant’s Initial Construction has been completed in
accordance with the Tenant’s Plans and any Change Orders approved by Landlord, lien releases from
each Tenant Contractor and all subcontractors, a set of “asbuilt” plans of Tenant’s Initial
Construction certified by Tenant’s Architect or Contractor, and an original certificate of
occupancy .



 









 





Exhibit C-l




Cleaning Specifications




DAILY:





	 	1.  	Sweep, dry mop, or vacuum all floor areas of resilient wood or carpet,
remove any gum and tar matter which has adhered to the floor.
	 
	 	2.  	Clean all stairwells and stairs as required by type.
	 
	 	3.  	Damp mop all non-resilient floors such as: concrete, terrazzo and ceramic tile.
	 
	 	4.  	Vacuum and spot clean all carpet areas.
	 
	 	5.  	Empty and damp wipe all ashtrays and waste baskets and remove all trash. Replace
plastic liners as needed.
	 
	 	6.  	All glass entrance doors and interior glass doors and hardware are to be cleaned on both
sides.
	 
	 	7.  	Dust all horizontal surfaces with treated dust cloth or feather duster, including
furniture, files, equipment, blinds, oak trim, convector covers and louvers that can be reached
without a ladder.
	 
	 	8.  	Brush all fabric covered chairs with a lint brush as needed.
	 
	 	9.  	Damp wipe all telephones, including dials and crevices as needed.
	 
	 	10.  	Spot wash to remove smudges, marks and fingerprints from such areas as
walls, equipment, doors, partitions and light switches within reach.
	 
	 	11.  	Wash water fountains, chalkboards, cafeteria tables and chairs.
	 
	 	12.  	Clean and vacuum freight and passenger elevator cabs and landing doors
including elevator door tracts.





RESTROOMS:





	 	13.  	Refill all soap, toilet, sanitary napkin and towel dispensers. Replace plastic liners
and
waxed bags in sanitary disposal units.
	 
	 	14.  	Damp mop floors and wash baseboards using detergent disinfectant.
	 
	 	15.  	Clean mirrors, soap dispensers, shelves, wash basins, exposed plumbing,
dispenser and disposal container exteriors using detergent disinfectant and water.
Damp wipe all ledges, toilet stalls and doors. Spot clean light switches, doors and
walls.




 









 






	 	16.  	Clean toilets and urinals with detergent disinfectant, beginning with
seats and working down. Pour one ounce of bowl cleaner into urinal after cleaning
and do not flush.





WEEKLY:





	 	1.  	Spot clean carpet stains.
	 
	 	2.  	Wash glass in display windows, building directory, entrance doors and frames and
show windows, both sides.
	 
	 	3.  	Spot wash interior partition glass and door glass to remove smudge marks.





MONTHLY:





	 	1.  	Scrub and recondition resilient floor areas using buffable non-slip type floor
finish
(product to be approved by building management).
	 
	 	2.  	Dust all ceiling and wall air supply and exhaust diffusers or grills.
	 
	 	3  	. Wash all interior glass, both sides.





QUARTERLY:





	 	1.  	High dust all horizontal and vertical surfaces not reached in nightly cleaning such
as: pipes, light fixtures, door frames, picture frames and other wall hangings.
	 
	 	2.  	Vacuum/dust all open book shelves.
	 
	 	3.  	Wash and polish vertical terrazzo or marble surfaces.
	 
	 	4.  	Damp wash diffusers, vents, grills and other such items, including
surrounding wall or ceiling areas that are soiled.





SEMI-ANNUALLY: 





	 	1.  	Vacuum drapes, blinds, cornices and wall hangings.
	 
	 	2.  	Dust all storage areas, including shelves and contents such as: supply and
stock closets and damp mop floor areas.
	 
	 	3.  	Strip and refinish all resilient floor areas using buffable non-slip floor
finish (product will be approved by building
management).





ANNUALLY:





	 	1.  	Wash light fixtures, including reflectors, globes, diffusers and trim.
	 
	 	2.  	Wash walls in corridors, lounges, classrooms, demonstration areas,
cafeterias and washrooms.




 









 






	 	3.  	Clean all vertical surfaces not attended to in nightly, weekly, quarterly or semi-annual
cleaning.




 









 











Exhibit C-2




Heat and Air Conditioning Specifications




 









 








EXHIBIT C-2




EXHIBIT E




HEAT AND AIR-CONDITIONING SPECIFICATION




	 	 	 
	SUMMER
	 	 
	 
	 	 
	Outdoor

	 	Indoor (maximum)
	 
	 	 
	88F dry bulb

	 	75F dry bulb
	 
	 	 
	74F wet bulb

	 	62F wet bulb
	 
	 	 
	WINTER
	 	 
	 
	 	 
	Outdoor

	 	Indoor (maximum)
	 
	 	 
	0F dry bulb

	 	72F dry bulb






Outside air shall be introduced at a minimum rate of 0.1 cfm per square foot of floor area and 20
cfm fresh air per person.



The above is based on the following computations: sustained peak loading, conditions of one (1)
person per two hundred (200) square feet of usable space and a combined lighting load and power
load of 4.5 watts per square foot of usable area.





 









 








Exhibit D




Rules and Regulations




( Subject to reasonable change from time to time at the sole discretion of the Landlord.)




A. Security/Safety





	 	1.  	All doors are secured with electronic locks. Tenants shall use card keys for all entry
into
the buildings during non-business hours.
	 
	 	2.  	Card keys will be issued upon tenant occupancy. Any new card keys or replacement card
keys will be issued upon written request of the tenant. A fee may be charged for all cards.
	 
	 	3.  	All keys must be returned to building management whenever there is a change of
status in the employee holding the card (i.e. termination, change of access authority).
	 
	 	4.  	Tenants must provide automobile registration information to building
management as requested from time to time.
	 
	 	5.  	All tenants are responsible for complete and immediate evacuation of the building in the
event of an alarm.





B. Parking Regulations





	 	1.  	All employees, visitors, contractors, vendors and guests of a tenant shall abide by
all posted parking regulations .
	 
	 	2.  	Illegally parked vehicles involving handicapped reserved spaces are subject to ticketing
and towing by the City.
	 
	 	3.  	All other vehicles parked in violation of posted regulations are subject to towing with
all costs charged to the owner of the vehicle.
	 
	 	4.  	When leaving any vehicle in the parking areas overnight, the owner must notify the
building manager with the make, model, plate number and other pertinent information as
requested.
	 
	 	5.  	All employees, visitors, contractors, vendors and guests must cooperate with
building management in the event of a snowstorm or other emergency. Snow emergency
parking areas are designated for any non-business hours parking for the purpose of
allowing snow removal equipment access to parking areas. Any vehicles parked in
non-designated spaces are subject to towing without notice.





 









 





C. Trash Removal





	 	1.  	Disposal of any furniture, crates, computer equipment and other abnormal office trash
requires special handling with additional charges to the tenant.
	 
	 	2.  	Any items not placed in appropriate trash receptacles or clearly labeled as trash will not
be removed from the office premises.
	 
	 	3.  	All tenants must cooperate with building management in implementing a
recycling program.





D. Move In/Move Out





	 	1.  	Tenant must notify landlord five business days in advance of moving with date of move,
tenant contact name and phone number of person responsible for coordinating move, name of moving
company, contact and phone number
	 
	 	2.  	All moves must take place prior to 8:00 a.m. or after 5:00 p.m., Monday through Friday or
anytime on weekend days or by special arrangement with building management.
	 
	 	3.  	Furniture moves must use loading dock entrance, unless other arrangements have been
made.
	 
	 	4.  	All common area floors surfaces must be protected with masonite or equivalent.
	 
	 	5.  	All trash generated as a result of the move shall be the responsibility of the
tenant. For tenants moving out, space must be left in broom clean condition in accordance with the
lease. However, upon submission of a written request, landlord will dispose of all trash at
tenant cost.
	 
	 	6.  	At no time is furniture or equipment to block access of hallways. Under no circumstances
is equipment or furniture to be stored in common areas overnight.
	 
	 	7.  	Any and all damage to the building or grounds as a result of the move will be the
responsibility of tenant.
	 
	 	8.  	Landlord will provide elevator pads.
	 
	 	9.  	Extra security may be required by landlord. If needed, this will be an additional charge
to tenant.





E. Construction





	 	1.  	Tenant must obtain approval from Park Management prior to initiating any construction
within their leased premises.
	 
	 	2.  	All work shall conform to Building Standards, a copy of which is available from Park
Management.




 









 






	 	3.  	Tenant shall submit architectural plans stamped by a registered architect to
landlord, subject to landlord’s review, prior to commencement of any construction.
	 
	 	4.  	All work performed by outside trades require appropriate building permits from
the City which must be on file with Park Management prior to commencement.
	 
	 	5.  	All construction contractors must be approved by landlord prior to execution
of any contracts to perform work in the Park.
	 
	 	6.  	If contractors not hired by Park Management perform work, a certificate of insurance
must be submitted to Park Management prior to commencement of work.
	 
	 	7.  	A Project Manager will be assigned to all construction related projects. A
construction management fee may be charged if warranted. In the event tenant has
questions or concerns regarding elements of project, tenant shall contact the project
manager or his supervisor only.
	 
	 	8.  	Any work related to project which must be performed by landlord (i.e. sprinkler shut
down, relocate heat sensors) must be requested by tenant in writing as a request and will
be charged to tenant.
	 
	 	9.  	Park Management shall have the authority to stop work in progress if it is
determined not in conformance with building standards of town building codes.
	 
	 	10.  	Upon completion of work, Park Management shall have the right to inspect all
work. Any work completed which does not conform to building standard or building code
shall be rejected as non-tenantable and the space shall not be occupied until such time
that it meets all requirements.





F. Smoking 





	 	1.  	The building is a non-smoking facility. All employees, contractors, visitors and
guest must exit the building before smoking. Smoking in not allowed at the main entrance
to the building. Everyone must use the designated smoking areas and must dispose of all
smoking material properly. All tenant management is required to cooperate in enforcing any
reasonable smoking regulations.





 









 





Exhibit F




Confirmation of Lease Commencement




     Reference is made to the Lease dated                      between       ,
 as Landlord and                      as Tenant (the “Lease”). The terms listed below are used as defined in the
Lease.



	 	 	 
	Landlord and Tenant confirm the following:
	 
	 	 
	

	 	Lease Commencement Date:
	 
	 	 
	

	 	Rent Commencement Date:
	 
	 	 
	

	 	Term Expiration Date:






     Executed as a Massachusetts instrument under seal as of                     



	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	Name:
	 	 
	

	 	Title:
	 	 
	 
	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	Name:
	 	 
	

	 	Title:
	 	President/Vice President
	 
	 	 	 	 
	

	 	By:
	 	 
	

	 	Name:
	 	 
	

	 	Title:
	 	Treasurer/Assistant Treasurer







 









 








COMMONWEALTH OF MASSACHUSETTS




	 	 	 
	___, ss.

	 	___,2002







     Then personally appeared the above-named , of                     
        , and acknowledged the foregoing instrument to be his/her free act and
deed,
before me,



	 	 	 
	

	 	Notary Public
	

	 	My Commission Expires:






     COMMONWEALTH OF MASSACHUSETTS



	 	 	 
	___ss.   ___,

	 	___2002






     Then personally appeared the above-named , of           
        , and acknowledged the foregoing instrument to be his/her free act and
deed,
before me,



	 	 	 
	

	 	Notary Public
	

	 	My Commission Expires:






     COMMONWEALTH OF MASSACHUSETTS


	 	 	 
	___ss.

	 	  ___     ___2002






     Then personally appeared the above-named , of           
        , and acknowledged the foregoing instrument to be his/her free act and
deed,
before me,



	 	 	 
	

	 	Notary Public
	

	 	My Commission Expires:







 









 








Exhibit G




GUARANTY




601 EDGEWATER DRIVE

WAKEFIELD, MASSACHUSETTS




     Guaranty dated           , 2002, by the undersigned The Relizon Company, a Delaware
corporation (“Guarantor” hereunder).



BACKGROUND




     601 Edgewater LLC, a Delaware limited liability company, (“Landlord”) and Epsilon Data
Management, Inc., a Delaware corporation, (“Tenant”) entered into a lease dated      , 2002 for
space at 601 Edgewater Drive, Wakefield, Massachusetts (as the same may be amended hereafter from
time to time, the “Lease”).



     It is intended that Guarantor shall guarantee all of Tenant’s obligations under the Lease
pursuant to this Guaranty. Capitalized terms used and not defined in this Guaranty shall have the
same meanings as in the Lease.



AGREEMENT 




     1. Guarantor guarantees to Landlord, its successors and assigns, the full performance and
observance of all the covenants, conditions and agreements in the Lease provided to be performed
and observed by Tenant, its successors and assigns, for the entire Term, as the same -may be
extended or renewed and to any holdover term thereafter, for the entire Premises, as the same may
be expanded, contracted, relocated, sublet, licensed and/or assigned (voluntarily or otherwise),
and whether or not Landlord has consented to same. Guarantor expressly agrees that the validity of
this Guaranty and the obligations of Guarantor under this Guaranty shall not be terminated or in
any way affected or impaired by reason of any amendment to the Lease, but shall continue in full
force and effect with respect to the Lease as the Lease may be amended from time to time.
Guarantor further expressly agrees that the validity of this Guaranty and the obligations of
Guarantor under this Guaranty shall not be terminated or in any way affected or impaired by reason
of the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord
pursuant to the provisions of the Lease, or by reason of the waiver or failure by Landlord to
enforce any of the terms, covenants or conditions of the Lease, this Guaranty, or any other
guaranty of the Lease (if any), or by reason of the granting of any indulgence or extension to
Tenant, or Guarantor, or to any other guarantor (if any), all of which may be given or done by
Landlord from time to time without notice to Guarantor. Guarantor waives notice of non-payment of
rent, additional charges, or any other amounts to be paid by Tenant under the Lease, and waives
notice of default or non-performance of any of Tenant’s other covenants, conditions and agreements
contained in the Lease. Guarantor further waives, to the fullest extent permitted by law, any and
all legal, equitable and/or surety defenses whatsoever to which Guarantor might otherwise be
entitled other than: (1) that Guarantor has fully performed all of its obligations under this
Guaranty, and (2) that Tenant has fully performed all of its obligations under the Lease
(determined without regard to any relief of Tenant from its obligations by operation of law or
otherwise).




 









 








     2. Guarantor agrees that its liability under this Guaranty shall be primary and joint and
several with Tenant, any other guarantor (if any), and any other party liable for Tenant’s
obligations under the Lease, and that in any right of action that shall accrue to Landlord under
the Lease, Landlord may, at its option, proceed against Guarantor, without having commenced any
action or having obtained any judgment against Tenant, any other guarantor, or any other party
liable for Tenant’s obligations under the Lease.



     3. Guarantor represents and warrants to Landlord that Guarantor has a material financial
interest in the Tenant. If Guarantor is a corporation or other entity, Guarantor represents and
warrants to Landlord that the individual or individuals executing this Guaranty on behalf of
Guarantor is or are duly authorized to execute and deliver this Guaranty on behalf of Guarantor,
that this Guaranty is a valid and binding obligation of Guarantor enforceable in accordance with
its terms, and that this Guaranty violates no law, rule, regulation, agreement or contract
applicable to or binding on Guarantor.



     4. Guarantor further agrees as follows:



          a. Any and all claims of any nature that Guarantor may now or hereafter have
against Tenant are hereby subordinated to the full and final cash payment to Landlord of all
obligations under the Lease and under this Guaranty. Without limiting the generality of the
foregoing, prior to the full and final cash payment to Landlord of all obligations under the Lease
and under this Guaranty, Upon notice to Tenant of any monetary default under the Lease, and until
such default is cured, Guarantor agrees that it shall not: (i) make any claim of liability of
Tenant to any Guarantor or assert any set-off or counterclaim against Tenant whether by reason of
paying any sum due or recoverable under this Guaranty (whether or not demanded by Landlord) or
under the Lease, or by any other means or on any other ground that would in any way diminish, have
an adverse effect upon, or be adverse to the superior rights of Landlord under the Lease and this
Guaranty; or (ii) attempt to prove in competition with Landlord any claim regarding any payment
made under this Guaranty or under the Lease; or (iii) have the benefit of any counterclaim or
proof of claim or dividend or payment by or on behalf of Tenant or the benefit of any other
security for any obligation as having priority over amounts due to Landlord. Until all of Tenant’
s obligations under the Lease have been fully and completely satisfied beyond any period during
which Landlord may be required to disgorge any payment or other satisfaction, Guarantor shall not
enforce any right of subrogation nor any right to enforce any right or remedy of Landlord against
Tenant, and in no event shall Tenant have any right to participate in any collateral held or
payment received by Landlord.




          b. In order to carry out the terms and intent of this Guaranty more effectively,
Guarantor agrees in the event of any bankruptcy or insolvency proceeding, assignment for the
benefit of creditors, or the like involving Tenant as debtor to do all acts necessary or
convenient to preserve for Landlord the benefits of the foregoing subordination provisions and
promptly will execute all agreements and instruments that Landlord may from time to time
reasonably request for that purpose. During any time period when a monetary default by Tenant
exists under the Lease after thirty (30) days notice to Guarantor, Guarantor shall be deemed to
have assigned, transferred and set over to Landlord all claims against the Tenant that Guarantor
now has or Guarantor hereafter may have (“Guarantor’s Claims”) and without imposing upon the
Landlord any duty with respect to preservation, protection or enforcement of any Guarantor’s
Claims, constitutes and appoints Landlord the true and lawful attorney of Guarantor for the
purposes of collecting and/or proving Guarantor’s Claims, of accepting or rejecting to the extent
to which Guarantor otherwise would be entitled to accept or reject any plan of reorganization or
arrangement in any proceedings affecting Tenant, and in general of doing any act in connection
with any proceedings affecting Tenant which Guarantor might otherwise do. Landlord shall




 









 





account to Guarantor for any dividends or payments received in excess of the amount necessary
fully and finally to satisfy in cash all claims arising out of the Lease and the Guaranty
including, without limitation, all interest and expenses of collection.



          c. In the event of avoidance, disgorgement, reduction, reconveyance or recovery
of any payment from Tenant to Landlord as a preference under any laws relating to the
bankruptcy, reorganization or liquidation of debtors, or as a so-called fraudulent conveyance,
or under any other applicable law, Landlord shall be entitled to recover on demand the amount
of such payment from Guarantor as if such payment had never been made by Tenant.




     5. Guarantor shall furnish to Landlord copies of its financial statements as set forth in
Section 8.18 of the Lease.



     6. No assignment or transfer of the Lease shall operate to extinguish or diminish the
liability of Guarantor under the Guaranty. Guarantor further agrees to be responsible to the
Landlord for any expenses, including reasonable attorneys’ fees, incurred by Landlord in
enforcing any obligations under this Guaranty.



     7. Guarantor’s liability hereunder shall be ascertained as though the Guarantor was itself
the tenant under the Lease, jointly and severally with Tenant, and the Guarantor’s obligations
hereunder shall not be affected or impaired by any relief of Tenant from Tenant’s obligations under
the Lease by operation of law or otherwise including, without limitation, in connection with
proceedings under the bankruptcy laws now or hereafter enacted, or similar laws for the relief of
debtors.



     8. Guarantor hereby irrevocably and unconditionally submits to personal jurisdiction in
the Commonwealth of Massachusetts over any suit, action or proceeding arising out of this Guaranty
or out of the Lease, and Guarantor hereby waives any right to object to personal jurisdiction
within the Commonwealth of Massachusetts. The initiation of any suit, action or proceeding by
Landlord against any Guarantor or any property of Guarantor in any other jurisdiction shall not
constitute a waiver of the agreements contained herein that the law of the Commonwealth of
Massachusetts shall govern the rights of Landlord and the rights and obligations of Guarantor
under this Guaranty, and that Guarantor submits to personal jurisdiction within the Commonwealth
of Massachusetts.



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



 









 





Executed as a sealed Massachusetts instrument.




	 	 	 	 	 	 	 
	 	 	GUARANTOR:
	 
	 	 	 	 	 	 
	 	 	THE RELIZON COMPANY
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	Name::
	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Title:
	 	 
	 

	 	 	 	 	 	Hereunto duly authorized
	

	 	By:	 	 	 	 
	

	 	 	 	Name::
	 	 
	 
	 	 	 	 	 	 
	

	 	 	 	Title:
	 	 
	

	 	 	 	 	 	Hereunto duly authorized






 









 






Exhibit H




Data Room and Fitness Center Fixtures




To be specified by Tenant, subject to

Landlord’s reasonable approval.





 









 








Exhibit F




Confirmation of Lease Commencement




     Reference is made to the Lease dated February 22, 2002 between 601 Edgewater, LLC, as
Landlord and Epsilon Data Management Inc. as Tenant (the “Lease”). The terms listed below
are used as defined in the Lease.



     Landlord and Tenant confirm the following:



	 	 	 	 	 
	

	 	Lease Commencement Date:
	 	May 1, 2003
	

	 	Rent Commencement Date:
	 	June 1, 2003
	

	 	Term Expiration Date:
	 	April 30, 2013






     Executed as a Massachusetts instrument under seal as of           .



	 	 	 	 	 
	 	 	LANDLORD:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Donald G. Oldmixon 
	

	 	 	 	 
	

	 	Name:
	 	Donald G. Oldmixon
	

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	

	 	By:
	 	/s/ Sarah L. Burton
	

	 	 	 	 
	

	 	Name:
	 	Sarah L. Burton
	 

	 	Title:
	 	Vice President & Treasurer
Acting CFO
	 
	

	 	By:
	 	 
	

	 	Name:
	 	 
	

	 	Title:
	 	 Treasurer/Assistant Treasurer