Exhibit 10.5     **SECOND AMENDMENT TO LEASE**     SECOND AMENDMENT TO LEASE dated as of this 6 day of September, 2005, byand between BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limitedpartnership (“Landlord”) and IONA TECHNOLOGIES, INC., a Delaware corporation(“Tenant”).RECITALS     By Lease dated March 2, 1999 (the “Original Lease,” and as amended by theLetter Agreement and First Amendment to Lease described below, the “Lease”),Landlord did lease to Tenant and Tenant did lease from Landlord 60,718 squarefeet of rentable floor area (the “Rentable Floor Area of the Initial Premises”)on the third and fourth floors of Phase II of the building (the “Building”)known as and numbered 200 West Street, Waltham, Massachusetts (referred to inthe Lease as the “Premises” or “Tenant’s Space” and hereinafter sometimesreferred to as the “Initial Premises”).     By letter agreement dated May 14, 1999 (the “Letter Agreement”) the TenantAllowance (as that term is defined in the Original Lease) for the InitialPremises was reduced by $62,749.00 as Landlord was required to install thesprinkler system in the Initial Premises in order to obtain a certificate ofoccupancy (the calculation of the Tenant Allowance having been based in part onTenant installing the sprinkler system for the Premises). In addition, theTenant Allowance for the Expansion Premises (as hereinafter defined) was alsoreduced by an amount equal to the product of (i) $1.00 (being the approximatecost on a square foot basis for installing the sprinkler system) and (ii) theactual rentable floor area of the Expansion Premises (as determined pursuant toSection 2.1.3 of the Original Lease).     By First Amendment to Lease dated as of November 1, 2000 (the “FirstAmendment”) Tenant leased from Landlord as required by Section 2.1.3 of theOriginal Lease, an additional 4,762 square feet of rentable floor area (the“Rentable Floor Area of the Expansion Premises”) located on the first floor ofPhase II of the Building, which space is shown on Exhibit A-1 attached to suchFirst Amendment (the “Expansion Premises”) upon the terms and conditionscontained in the First Amendment. The Initial Premises as increased by theExpansion Premises is hereinafter sometimes collectively referred to as the“Existing Premises.”     Landlord and Tenant have agreed to extend the Term of the Lease for one(1) period of five (5) years and to provide Tenant with an additional option toextend the Term of the Lease, upon the terms and conditions contained in theLease except as set forth in this Second Amendment to Lease (“the SecondAmendment”).     Landlord and Tenant have also agreed to reduce the size of the ExistingPremises by subtracting therefrom the 35,119 square feet of rentable floor area(the “Rentable Floor Area of the Relinquished Premises”) consisting of 4,732square feet of rentable floor area located on the first floor of the Buildingand 30,387 square feet of rentable floor area located on the third floor of theBuilding and shown on Exhibit A attached hereto (the “Relinquished Premises”).
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     Landlord and Tenant are entering into this instrument to set forth saidagreements and to amend the Lease.     NOW THEREFORE, in consideration of One Dollar ($1.00) and other good andvaluable consideration in hand this date paid by each of the parties to the other,the receipt and sufficiency of which are hereby severally acknowledged, and infurther consideration of the mutual promises herein contained, Landlord and Tenanthereby agree to and with each other as follows:1. Effective on July 31, 2006 (the “Reduction Date”) the Relinquished Premisesshall bedeleted from the space demised from Landlord to Tenant under the Lease, so thattheremaining space (the “Remaining Premises”) demised under the Lease shall consistof the30,331 square feet of rentable floor area located on the fourth floor of theBuilding (the“Rentable Floor Area of the Remaining Premises”) shown on Exhibit A as the“Remaining Premises” and the terms “Premises” and “Tenant’s Space” as definedandused in the Lease shall be deemed to refer to the Remaining Premises. By way ofexample, the option to extend the Term of the Lease contained in Section 5hereof shallapply to the Remaining Premises only and not to the Relinquished Premises. 2. On or prior to the Reduction Date, Tenant shall quit and vacate theRelinquishedPremises and surrender the same in the condition required by the Leaseupon theexpiration or earlier termination of the Lease Term. 3. The Term of the Lease, which but for this Second Amendment is scheduled toexpire onJuly 31, 2006, is hereby extended for one (1) period of five (5) yearscommencing onAugust 1, 2006 and expiring on July 31, 2011 (the “First Extended Term”), unlessextended or sooner terminated in accordance with the provisions of the Lease,upon all ofthe same terms and conditions contained in the Lease as herein amended. 4. Section 2.4.1 of the Lease is hereby deleted in its entirety and Landlord andTenant agreethat Tenant’s only option to extend shall be as provided in Section 5hereinbelow. 5. (A) On the conditions (which conditions Landlord may waive by writtennotice toTenant) that both at the time of exercise of the herein described option toextend and asof the commencement of the extended term (i) there exists no “Event of Default”(definedin Section 7.1 of the Lease) and there have been no more than three (3) Event ofDefaultoccurrences during the Term of the Lease (ii) the Lease is still in full forceand effect,and (iii) Tenant has neither assigned the Lease nor sublet more than thirty-fivepercent(35%) of the Rentable Floor Area of the Premises (except for an assignment orsublettingpermitted without Landlord’s consent under Section 5.6.1 of the Lease), Tenantshallhave the right to extend the Term of the Lease upon all the same terms,conditions,covenants and agreements contained in the Lease (except for the Annual FixedRentwhich shall be adjusted during the option period as hereinbelow set forth andexcept thatthere shall be no further option to extend) for either (i) one (1) period ofthree (3) years or(ii) one (1) period of five (5) years, as hereinafter set forth. The optionperiod issometimes herein referred to as the “Second Extended Term.” Notwithstanding any
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  implication to the contrary, Landlord has no obligation to make any additionalpayment to Tenant in respect of any construction allowance or the like or toperform any work to the Premises as a result of the exercise by Tenant of anysuch option.   (B) If Tenant desires to exercise said option to extend the Term, then Tenant shallgive notice (the “Exercise Notice”) to Landlord, not earlier than twelve (12) monthsnorlater than ten (10) months prior to the expiration of the First Extended Termexercisingsuch option to extend and advising Landlord whether Tenant elects to extend for one(1)period of three (3) years or one (1) period of five (5) years. Promptly afterLandlord’sreceipt of the Exercise Notice, Landlord shall provide Landlord’s quotation to Tenantofthe annual fair market rent for the Premises for the Second Extended Term, suchquotation to be based on the use of the Premises as first class office spaceutilizingproperties of a similar character in the Boston West Suburban market (“Landlord’sRentQuotation”). If at the expiration of thirty (30) days after the date when Landlordprovidessuch quotation to Tenant (the “Negotiation Period”), Landlord and Tenant have notreached agreement on a determination of an annual rental for the Second Extended Termand executed a written instrument extending the Term of the Lease pursuant to suchagreement, then Tenant shall have the right, for thirty (30) days following theexpirationof the Negotiation Period, to make a request to Landlord (which such request shall beinwriting and must be signed by an authorized officer or representative of Tenant) forabroker determination (the “Broker Determination”) of the Prevailing Market Rent (asdefined in Exhibit G attached to the Original Lease) for the Second Extended Term,which Broker Determination shall be made in the manner set forth in Exhibit Gattachedto the Original Lease.  (C) Upon either the agreement of the parties during the Negotiation Period on anannual fixed rent for the Second Extended Term or the timely giving of notice byTenantto Landlord requesting the Broker Determination, then the Lease and the Lease Termshall automatically be deemed extended, for the Second Extended Term, without thenecessity for the execution of any additional documents, except that Landlord andTenantagree to enter into an instrument in writing setting forth the Annual Fixed Rent fortheSecond Extended Term as determined in the relevant manner set forth in this Section5;and in such event all references to the Lease Term or the term of the Lease shall beconstrued as referring to the Lease Term, as so extended, unless the context clearlyotherwise requires, and except that there shall be no further option to extend theLeaseTerm. Notwithstanding anything contained herein to the contrary, Tenant shall onlyhavethe option to extend for either a three (3) year period or a five (5) year period andnotboth and in no event shall the Lease Term hereof be extended for more than three (3)years or five (5) years (as the case may be depending on the election made in theExercise Notice) after the expiration of the First Extended Term.   In the event that the parties have not agreed upon the annual rental for the SecondExtended Term during the Negotiation Period and Tenant has not timely requested theBroker Determination in accordance with the provisions of Section 5(B) above, thenTenant shall be deemed to have waived its right to exercise the extension option andthe Term of the Lease shall expire at the end of the First Extended Term on July 31,2011.
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6. (A) The Lease shall be amended to provide that for the period fromAugust 1, 2005 through July 31, 2006, Annual Fixed Rent for the portion of thePremises defined as the Remaining Premises shall be reduced so that it ispayable at the annual rate of $803,771.50 (being the product of (i) $26.50 and(ii) the Rentable Floor Area of the Remaining Premises (being 30,331 squarefeet)).   (B) For the period from August 1, 2005 through July 31, 2006, Annual Fixed Rentforthe portion of the Premises defined as the Relinquished Premises shall continueto bepayable as provided in the Lease, at the annual rate of $1,176,486.50 (being theproductof (i) $33.50 and (ii) the Rentable Floor Area of the Relinquished Premises(being 35,119square feet)).   (C) For the period from August 1, 2006 through July 31, 2007, Annual Fixed Rentforthe Remaining Premises shall be payable at the annual rate of $834,102.50 (beingtheproduct of (i) $27.50 and (ii) the Rentable Floor Area of the Remaining Premises(being30,331 square feet)).   (D) For the period from August 1, 2007 through July 31, 2008, Annual Fixed Rentforthe Remaining Premises shall be payable at the annual rate of $864,433.50 (beingtheproduct of (i) $28.50 and (ii) the Rentable Floor Area of the RemainingPremises).   (E) For the period from August 1, 2008 through July 31, 2009, Annual Fixed Rentforthe Remaining Premises shall be payable at the annual rate of $894,764.50 (beingtheproduct of (i) $29.50 and (ii) the Rentable Floor Area of the RemainingPremises).   (F) For the period from August 1, 2009 throughJuly 31, 2010, Annual Fixed Rentforthe Remaining Premises shall be payable at the annual rate of $925,095.50 (beingtheproduct of (i) $30.50 and (ii) the Rentable Floor Area of the RemainingPremises).   (G) For the period from August 1, 2010 through the remainder of the FirstExtendedTerm, Annual Fixed Rent for the Remaining Premises shall be payable at theannual rateof $955,426.50 (being the product of (i) $31.50 and (ii) the Rentable Floor Areaof theRemaining Premises).   (H) For the extension option period provided in Section 5 of this SecondAmendment (if exercised), Annual Fixed Rent shall be payable as provided insuch Section 5. 7. For the purposes of computing Tenant’s payments for operating expensespursuant to Section 2.6 of the Original Lease (as amended by Section 4 of theFirst Amendment), Tenant’s payments for real estate taxes pursuant to Section 2.7of the Original Lease (as amended by Section 4 of the First Amendment) andTenant’s payments for electricity (as determined pursuant to Sections 1.1, 2.5,and 2.8 of the Original Lease and as amended by Section 4 of the FirstAmendment), for the portion of the Lease Term on and after the Reduction Date,the “Rentable Floor Area of the Premises” shall be reduced by the
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  Rentable Floor Area of the Relinquished Premises (being 35,119 square feet) tobecome the Rentable Floor Area of the Remaining Premises (being 30,331 squarefeet), with Tenant’s Share, from and after the Reduction Date, being 12.21%. Forthe portion of the Lease Term prior to the Reduction Date, the “Rentable FloorArea of the Premises” shall continue to be as provided in the Lease as amendedfor such purposes. 8. (A) For the purposes of computing Tenant’s payments for operating expensespursuant to Section 2.6 of the Lease for the portion of the Lease Term on andafter theReduction Date, the $5.50 per square foot operating expense base referred to inSection2.6 of the Lease shall be changed to be equal to the quotient of (a) “Landlord’sOperatingExpenses” (as defined in Section 2.6 of the Lease) for calendar year 2006 (thatis theperiod beginning on January 1, 2006 and ending on December 31, 2006) divided by(b)the “Total Rentable Floor Area of the Building” (as defined in Section 1.1 ofthe Lease)(“Base Operating Expenses”).   For the portion of the Lease Term prior to the Reduction Date, such operatingexpense base shall remain unchanged for such purposes.   (B) For the purposes of computing Tenant’s payments for real estate taxespursuant to Section 2.7 of the Lease for the portion of the Lease Term on andafter the Reduction Date, the definition of “Base Taxes” contained in saidSection 2.7(v) of the Lease shall be deleted in its entirety and replaced withthe following:“Base Taxes” means Landlord’s Tax Expenses (hereinbefore defined)for fiscal tax year 2007, (that is the period beginning on July 1,2006 and ending on June 30, 2007).  For the portion of the Lease Term prior to the Reduction Date, suchdefinition shall remain unchanged for such purposes. 9. Landlord shall provide to Tenant a special allowance equal to the product of (i)$7.00 and(ii) the Rentable Floor Area of the Remaining Premises (being $212,317.00) (the“Second Amendment Tenant Allowance”). The Second Amendment Tenant Allowanceshall be used and applied by Tenant solely on account of the cost of workperformed inthe Remaining Premises (“Remaining Premises Work”) by Tenant or, at Tenant’srequest, by Landlord, in accordance with the terms of the Lease, includingwithoutlimitation alterations, upgrades, installations, replacements, renovations andotherimprovements to the Remaining Premises (and specifically includingcommunicationsroom air conditioning and gas fire suppression system). Provided that the Tenant(i) inthe event Tenant performed the Remaining Premises Work, has completed all ofsuchwork in accordance with the terms of this Lease, has paid for all of suchRemainingPremises Work in full and has delivered to Landlord lien waivers from allpersons whomight have a lien as a result of such work, in recordable forms reasonablyacceptable toLandlord, (ii) in the event Tenant performed the Remaining Premises Work, hasdelivered to Landlord its certificate specifying the cost of such RemainingPremisesWork and all contractors, subcontractors and supplies involved with RemainingPremises
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  Work, together with evidence of such cost in the form of paid invoices, receiptsand the like, (iii) has satisfied the requirements of (i) and (ii) above and maderequest for such payment or has instructed Landlord to apply such monies (as thecase may be) on or before July 31, 2007, (iv) is not otherwise in default underthe Lease (unless Tenant shall cure the same in connection with its request forapplication of the applicable portion of the Second Amendment Tenant Allowance),and (v) there are no liens (unless bonded to the reasonable satisfaction ofLandlord) against Tenant’s interest in the Lease or against the Building or theSite arising out of Remaining Premises Work or any litigation relating thereto inwhich Tenant is a party, then within thirty (30) days after the satisfaction ofthe foregoing conditions, the Landlord shall (i) in the case where Tenant hasperformed the Remaining Premises Work, pay to the Tenant the lesser of the amountof such costs so certified or the amount of the Second Amendment Tenant Allowanceor (ii) in the case where Landlord performed the Remaining Premises Work atTenant’s request, apply the same to the cost of such work. For the purposeshereof, the cost to be so reimbursed by Landlord shall include the cost ofleasehold improvements, architects’ fees and reasonable construction supervisionfees payable to Landlord but not the cost of any of Tenant’s personal property,trade fixtures or trade equipment, moving expenses or any so-called soft costs.   Notwithstanding the foregoing, Landlord shall be under no obligation to applyany portion of the Second Amendment Tenant Allowance for any purposes other thanas provided in this Section 9, nor shall Landlord be deemed to have assumed anyobligations, in whole or in part, of Tenant to any contractors, subcontractors,suppliers, workers or materialmen. Further, in no event shall Landlord berequired to make application of any portion of the Second Amendment TenantAllowance on account of any supervisory fees (except to Landlord as statedhereinabove), overhead, management fees or other payments to Tenant, or anypartner or affiliate of Tenant. In the event that the Second Amendment TenantAllowance has not been utilized by July 31, 2007, Tenant may by notice toLandlord given no later than July 31, 2007, elect to apply the remainder of suchSecond Amendment Tenant Allowance up to $50,000.00 towards Annual Fixed Rent andAdditional Rent next due and owing by Tenant under this Lease. Any portion ofthe Second Amendment Tenant Allowance in excess of $50,000.00 then remainingshall be forfeited by Tenant. Landlord shall be entitled to deduct from theSecond Amendment Tenant Allowance an amount equal to $150.00 per hour for seniorstaff and $100.00 per hour for junior staff, plus third party expenses incurredby Landlord to review Tenant’s plans and Remaining Premises Work, provided suchdeductions shall not exceed $2,500.00 in the aggregate. 10. Sections 2.1.1, 2.1.2 and 8.21 of the Lease are hereby deleted in their entiretyand of nofurther force and effect. 11. The definition of “Tenant’s Generator” set forth in Section 2.2.2 of theOriginal Lease ishereby amended to mean the two (2) existing emergency generators installed by oronbehalf of Tenant and currently serving the Premises as of the date hereof. 12. Tenant acknowledges and agrees that it has utilized all of the Tenant Allowance provided
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  for in Section 3.2(C) of the Original Lease and accordingly Landlord shallhave no further obligations with respect to the same. 13. All of Tenant’s existing signage in the Building is hereby approved by Landlord. 14. (A) It is acknowledged and agreed that Landlord is currently holding asecurity deposit in the amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00)inthe form of a Letter of Credit, pursuant to and in accordance with the terms andprovisions of Section 8.20 of the Original Lease. Subject to the provisions ofsaidSection 8.20 (as modified by this Section 14), Landlord shall continue to holdthe Letterof Credit as security for the performance by Tenant of its obligations under theLeaseduring the First Extended Term and the extension option period (if exercised).   (B) Landlord shall exchange the Letter of Credit for a Letter of Creditdelivered by Tenant which reduces the amount secured by the Letter of Credit byTwo Hundred Thousand and 00/100 Dollars ($200,000.00) so that the remainingamount secured by the Letter of Credit shall be Two Hundred Thousand and 00/100Dollars ($200,000.00) on August 1, 2006 (the “Scheduled Reduction Date”),provided that as of such date (x) no Event of Default is then existing and nomonetary default (beyond any applicable notice and cure period provided inSection 7.1 of the Original Lease) has occurred within the twelve (12) monthperiod prior to the Scheduled Reduction Date (regardless of whether Tenantsubsequently pays the amounts owed after the expiration of any cure period), (y)Tenant has restored any amounts previously applied by Landlord to Landlord’sdamages arising from any default on the part of Tenant and (z) Tenant hassatisfied the “Financial Qualifications” (as hereinafter defined). The remainingTwo Hundred Thousand and 00/100 Dollars ($200,000.00) shall continue to be heldby Landlord as security for performance by Tenant of its obligations under theLease during the First Extended Term and the extension option period (ifexercised).   In the event that, as of the Scheduled Reduction Date, Tenant had defaulted inany monetary obligation (beyond any applicable notice and cure period providedin Section 7.1 of the Original Lease) within the twelve (12) month period priorto the Scheduled Reduction Date, the reduction of the Letter of Credit shall bedeferred for twelve (12) months from the original scheduled reduction (providedthat Tenant has subsequently cured such monetary default and that all otherconditions to the reduction of the Letter of Credit have been met as of thedeferred reduction date). Furthermore, in the event that, as of the ScheduledReduction Date, Tenant was unable to satisfy the Financial Qualifications, thereduction of the Letter of Credit shall be deferred until such time as Tenantshall be able to satisfy the same (provided that all other conditions to thereduction of the Letter of Credit have been met as of the deferred reductiondate).   For the purposes hereof, the “Financial Qualifications” shall mean that: (i) Tenant shall have a liquidity (defined as thesum of cash, cash equivalents and marketable securities as reportedon Tenant’s most recent quarterly
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   financial statement filed with the Securities and ExchangeCommission prior to the Scheduled Reduction Date) of at least$35,000,000.00; and  (ii) Tenant shall have demonstrated profitability (defined as positive netincome as shown on Tenant’s quarterly financial statements filedwith the Securities and Exchange Commission, exclusive of stockoption expenses) for the four consecutive quarters immediatelypreceding the Scheduled Reduction Date (beginning June 30, 2005 andending June 30, 2006, assuming that all other conditions have beensatisfied in order for the Scheduled Reduction Date to occur onAugust 1, 2006).  (C) If Tenant believes that it has satisfied all the conditions precedentto a reduction in the amount of the security deposit, then it shall request suchreduction in writing to Landlord, which request shall certify to Landlord thatall such conditions have been satisfied. If Landlord determines that all of theaforesaid conditions are met, the security deposit shall be so reduced inaccordance with this Section 14. No Letter of Credit shall automatically reduce,but any reduction in the amount thereof shall require Landlord’s prior writtennotice to the issuer of the Letter of Credit of the reduced amount. Promptlyafter Landlord’s receipt of Tenant’s request for a reduction as described above,Landlord shall determine whether such a reduction is permitted in accordancewith this Section 14, and if it is, Landlord shall notify the issuer of theLetter of Credit of the amount to which the Letter of Credit shall be reduced. 15. (A) As of the date hereof, the space on a portion of the first(1st) floor of the Building shown on Exhibit B attached hereto (suchspace being hereinafter referred to as the “Offer Space”) is leased to PAREXELInternational LLC (the “Existing Tenant”) and Tenant (it being acknowledged andagreed that such portion of the Offer Space as is currently occupied by Tenant isbeing vacated by Tenant as part of the Relinquished Premises in accordance withSection 1 above). Such lease with the Existing Tenant and the term thereof,including, but not limited to, the original term thereof, options to extend theterm thereof, any expansion options and any amendments thereto is hereinaftercalled the “Existing Lease.”   Subject to (x) the Existing Lease and the rights of the Existing Tenantthereunder, (y) the right of Landlord to enter into an initial lease or leaseswith third parties with respect to that portion of the Offer Space that is to bevacated by Tenant as part of the Relinquished Premises and (z) the right ofLandlord to negotiate direct leases for all or any portion of the Offer Spacewith any current or future subtenants of the Offer Space (which rights insubsections (x), (y) and (z) are prior to the rights of Tenant under thisSection 15, notwithstanding that amendments to the Existing Lease and/or newleases with third parties for the portion of the Offer Space being vacated byTenant as part of the Relinquished Premises and/or direct leases with anycurrent or future subtenants of the Offer Space may be executed subsequent tothe date of this Second Amendment), Landlord agrees not to enter into a lease orleases for all or any portion of the Offer Space during the period commencing onthe date hereof and ending on September 30, 2009 without first giving to Tenantan opportunity to lease such space as hereinafter set forth,
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  provided that at any time such portion of the Offer Space becomes so availablehereunder for reletting (i) there exists no Event of Default, (ii) this Lease isstill in full force and effect and (iii) Tenant continues to directly lease andoccupy at least 30,000 square feet of rentable floor area in the Building. Landlordshall use reasonable efforts to keep Tenant informed of the possibility of such spacebecoming so available.   (B) When any portion of the Offer Space becomes available for reletting prior tomarketing the same to any other party (specifically excluding any rights of Landlordto lease or market such space as provided in Section 15(A) hereinabove), Landlordshall notify Tenant in writing of the availability of such portion of the Offer Spaceand shall advise Tenant of the business terms upon which Landlord is willing so tolease such space which terms shall be based on Landlord’s good faith determination ofthe annual market rent for such space. If Tenant wishes to exercise Tenant’s right offirst offer or to negotiate the business terms upon which such portion of the OfferSpace is to be leased, Tenant shall do so by giving Landlord notice of Tenant’sdesire to lease such space on such terms, or to negotiate the business terms, withinten (10) business days after Landlord’s written notice to Tenant of the availabilityof such space and of such terms. If Tenant shall give such notice of its desire tolease such space on such terms, the same shall constitute an agreement to enter intoan amendment to this Lease to incorporate the applicable portion of the Offer Spaceinto the Premises upon the terms set forth in Landlord’s notice. If Tenant shall notso exercise such right within such ten (10) business day period, or if Tenant shallexercise its right to negotiate with Landlord and Landlord and Tenant shall be unableto negotiate in good faith the terms upon which the applicable portion of the OfferSpace is to be leased within twelve (12) business days following receipt by Landlordof Tenant’s notice, time being of the essence in respect of either such time period,Landlord shall be free at any time thereafter to enter into a lease of such portionof the Offer Space and Tenant shall have no further rights with respect to suchpreviously-offered portion of the Offer Space. It is understood and agreed that theprovisions of this Section 15 shall be null and void and of no further force andeffect after September 30, 2009 (Landlord having no further obligation to offer anyportion of the Offer Space to Tenant after such date).   (C) If Tenant shall exercise any such right of first offer and if, thereafter,the then occupant of the premises with respect to which Tenant shall have soexercised such right wrongfully fails to deliver possession of such premises at thetime when its tenancy is scheduled to expire, Landlord shall use all reasonableefforts and due diligence (which shall be limited to the commencement and prosecutionthereafter of eviction proceedings and to the payment of legal fees and otherexpenses reasonably associated with such proceedings but which shall not require thetaking of any appeal) to evict such occupant from the applicable portion of the OfferSpace and to deliver possession of the applicable portion of the Offer Space toTenant as soon as may be practicable. Commencement of the term of Tenant’s occupancyand lease of such additional space shall, in the event of such holding over by suchoccupant, be deferred until possession of the additional space is delivered toTenant. The failure of the then occupant of such premises to so vacate shall not giveTenant any right to terminate the Lease or to deduct from, offset against or withholdAnnual Fixed Rent, additional rent or other charges due under the Lease (or any
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  portions thereof), provided that the obligation to pay rent with respect to suchportion of Offer Space shall not commence until the delivery of such space. 16. In no event shall Tenant have the right to terminate or cancel the Lease or towithholdrent or to set-off any claim or damages against rent as a result of any defaultby Landlordor breach by Landlord of its covenants or warranties or promises under theLease, exceptas otherwise expressly provided in the Lease to the contrary and except in thecase of awrongful eviction of Tenant from the demised premises (constructive or actual)byLandlord continuing after notice to Landlord thereof and a reasonableopportunity forLandlord to cure the same. Further, except as otherwise expressly provided inthe Leaseto the contrary, the Tenant shall not assert any right to deduct the cost ofrepairs or anymonetary claim against the Landlord from rent thereafter due and payable, butshall looksolely to the Landlord for satisfaction of such claim. 17. (A) As an inducement to Landlord to enter into this Second Amendment,Tenanthereby represents and warrants that: (i) Tenant is not, nor is it owned orcontrolleddirectly or indirectly by, any person, group, entity or nation named on any listissued bythe Office of Foreign Assets Control of the United States Department of theTreasury(“OFAC”) pursuant to Executive Order 13224 or any similar list or any law,order, ruleor regulation or any Executive Order of the President of the United States as aterrorist,“Specially Designated National and Blocked Person” or other banned or blockedperson(any such person, group, entity or nation being hereinafter referred to as a“ProhibitedPerson”); (ii) Tenant is not (nor is it owned, controlled, directly orindirectly, by anyperson, group, entity or nation which is) acting directly or indirectly for oron behalf ofany Prohibited Person; and (iii) Tenant (any person, group, or entity whichTenantcontrols, directly or indirectly) has not conducted nor will conduct businessnor hasengaged nor will engage in any transaction or dealing with any ProhibitedPerson,including without limitation any assignment of the Lease or any subletting ofall or anyportion of the Premises or the making or receiving of any contribution or funds,goods orservices to or for the benefit of a Prohibited Person. In connection with theforegoing, itis expressly understood and agreed that (x) any breach by Tenant of theforegoingrepresentations and warranties shall be deemed an immediate Event of Default byTenantunder Section 7.1 of the Lease (without the benefit of notice or grace) andshall becovered by the indemnity provisions of Section 5.7 of the Lease, and (y) therepresentations and warranties contained in this subsection shall be continuingin natureand shall survive the expiration or earlier termination of the Lease.Notwithstandinganything contained herein to the contrary, for the purposes of this subsection(A) thephrase “owned or controlled directly or indirectly by any person, group, entityor nation”and all similar such phrases shall not include (x) any shareholder owning aninterest offive percent (5%) or less in Tenant or (y) any holder of a direct or indirectinterest in apublicly traded company whose shares are listed and traded on a United Statesnationalstock exchange.   (B) As an inducement to Tenant to enter into this Second Amendment, Landlord
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  hereby represents and warrants that: (i) Landlord is not, nor is it owned orcontrolled directly or indirectly by, any person, group, entity or nation namedon any list issued by the Office of Foreign Assets Control of the United StatesDepartment of the Treasury (“OFAC”) pursuant to Executive Order 13224 or anysimilar list or by any law, order, rule or regulation or any Executive Order ofthe President of the United States as a terrorist, “Specially DesignatedNational and Blocked Person” or other banned or blocked person (any such person,group, entity or nation being hereinafter referred to as a “Prohibited Person”);(ii) Landlord is not (nor is it owned or controlled, directly or indirectly, byany person, group, entity or nation which is) acting directly or indirectly foror on behalf of any Prohibited Person; and (iii) neither Landlord (nor anyperson, group, entity or nation which owns or controls Landlord, directly orindirectly) has conducted or will conduct business or has engaged or will engagein any transaction or dealing with any Prohibited Person, including withoutlimitation the making or receiving of any contribution of funds, goods orservices to or for the benefit of a Prohibited Person. In connection with theforegoing, is expressly understood and agreed that the representations andwarranties contained in this subsection shall be continuing in nature and shallsurvive the expiration or earlier termination of this Lease. Notwithstandinganything contained herein to the contrary, for the purposes of this subsection(B) the phrase “owned or controlled directly or indirectly by any person, group,entity or nation” and all similar such phrases shall not include (x) anyshareholder of Boston Properties, Inc., (y) any holder of a direct or indirectinterest in a publicly traded company whose shares are listed and traded on aUnited States national stock exchange or (z) any limited partner, unit holder orshareholder owning an interest of five percent (5%) or less in Boston PropertiesLimited Partnership or the holder of any direct or indirect interest in BostonProperties Limited Partnership.18. (A) Tenant warrants and represents that Tenant has not dealt with anybroker inconnection with the consummation of this Second Amendment other than CresaPartners(“Cresa”); and in the event any claim is made against Landlord relative todealings byTenant with brokers other than Cresa, Tenant shall defend the claim againstLandlordwith counsel of Tenant’s selection first approved by Landlord (which approvalwill notbe unreasonably withheld) and save harmless and indemnify Landlord on account ofloss,cost or damage which may arise by reason of such claim.   (B) Landlord warrants and represents that Landlord has not dealt with anybroker other than Cresa in connection with the consummation of this SecondAmendment; and in the event any claim is made against Tenant relative todealings by Landlord with brokers, Landlord shall defend the claim againstTenant with counsel of Landlord’s selection first approved by Tenant (whichapproval will not be unreasonably withheld) and save harmless and indemnifyTenant on account of loss, cost or damage which may arise by reason of suchclaim. Landlord shall be responsible for the payment of the commission owed toCresa in connection with this Second Amendment. 19. Except as otherwise expressly provided herein, all capitalized terms used hereinwithoutdefinition shall have the same meanings as are set forth in the Lease.
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20. Except as herein amended the Lease shall remain unchanged and infull force and effect. All references to the “Lease” shall be deemed to bereferences to the Original Lease as amended by the Letter Agreement, FirstAmendment and as herein amended.WITNESS the execution hereof under seal as of the day and year first above written.                       LANDLORD:                 WITNESS:   BOSTON PROPERTIES LIMITED PARTNERSHIP  /s/ [ILLEGIBLE]   By: BOSTON PROPERTIES, INC.,