not cured within ten (10) days of
written notice, then the non-defaulting party's last written offer of Fair
Market Rent shall be deemed determinative.
(vii)
Notwithstanding the foregoing, in no event shall the Fixed Rent
and additional rent payable by Tenant for the first Extended Term be less than
the Fixed Rent plus any operating cost escalation payable by Tenant for the last
year of the initial Term, and in no event shall the Fixed Rent and additional
rent payable by Tenant for the second Extended Term be less than the Fixed Rent
plus any operating escalation payable by Tenant for the last year of the first
extended Term.
66
EXHIBIT J
LIST OF EXISTING EXCLUSIVE USES AND EXCLUSIONS
IN THE BUILDING OR THE PARK
Building and Park Exclusions (The companies may not lease or occupy any space in
the Building or Park):
(a)
Novell
(b)
Netscape
(c)
Microsoft
(d)
Hewlett Packard
List of Exclusive Uses (These uses are not allowed in the Building or Park):
(a)
Restaurant Uses (excluding cafeterias in the Building or Park)
(b)
Medical and/or Diagnostic Treatment Services and/or health
education and Wellness promotion educational services.
67
EXHIBIT K
FORM OF LETTER OF CREDIT - (IF APPLICABLE)
(THE ACTUAL FORM WILL DEPEND ON THE ISSUING BANK)
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
DATE:
DELIVERY BY COURIER SERVICE
BENEFICIARY:
APPLICANT:
Michelson Farm-Westford Technology Park IV Limited Partnership
c/o The Gutierrez Company
One Wall Street, Burlington, MA 01803
AMOUNT:
USD
$
EXPIRY
DATE:
AT OUR COUNTERS IN
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
IN YOUR FAVOR EFFECTIVE IMMEDIATELY, BY ORDER AND FOR THE
ACCOUNT OF
FOR A SUM OR SUMS NOT EXCEEDING A TOTAL OF
(USD
) AVAILABLE BY YOUR DRAFT(S) AT SIGHT DRAWN ON US AND
ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
1.
THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENTS
THERETO, IF ANY.
2.
A NOTARIZED STATEMENT FROM MICHELSON FARM-WESTFORD TECHNOLOGY
PARK IV LIMITED PARTNERSHIP AS FOLLOWS:
"REFERENCE IS HEREBY MADE TO THAT CERTAIN LEASE (THE "LEASE") DATED
, 2010 BETWEEN MICHELSON FARM-WESTFORD TECHNOLOGY PARK
LIMITED PARTNERSHIP, AS LANDLORD (THE "LANDLORD") AND SONUS NETWORKS, INC., AS
TENANT (THE "TENANT").
I HEREBY CERTIFY THAT I AM AN AUTHORIZED REPRESENTATIVE
OF LANDLORD OR PERMITTED TRANSFEREE AND FURTHER CERTIFY THAT:
(I)
EITHER (A) AN EVENT OF DEFAULT (AS DEFINED IN THE LEASE) HAS
OCCURRED AND REMAINS UNCURED BEYOND THE APPLICABLE CURE PERIOD, OR (B)
HAS NOT
RENEWED, REPLACED OR AMENDED THE LETTER OF CREDIT BY NOT LATER THAN TWENTY-FIVE
(25) BANKING DAYS PRIOR TO THE EXPIRATION THEREOF OR PROVIDED A CASH DEPOSIT, IN
ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 11 OF THE LEASE; AND
68
(II)
THIS DRAWING IN THE AMOUNT OF USD
(INSERT
AMOUNT, NOT TO EXCEED AVAILABLE CREDIT) REPRESENTS FUNDS DUE TO LANDLORD UNDER
AND PURSUANT TO THE LEASE."
THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) TO ANY
PERSON OR ENTITY THAT SUCCEEDS LANDLORD UNDER THE LEASE AND TO BANK