HARMLESS FROM ANY AND ALL REASONABLE COSTS AND EXPENSES
INCURRED BY SUBTENANT OR ASSERTED AGAINST IT, INCLUDING WITHOUT LIMITATION
REASONABLE ATTORNEYS' FEES AND COURT COSTS, AS A RESULT OF ANY BREACH BY
SUBLANDLORD OF ITS REPRESENTATIONS OR WARRANTIES MADE TO SUBTENANT HEREUNDER OR
TO OVERLANDLORD UNDER THE OVERLEASE, OR ANY FAILURE OF SUBLANDLORD TO PERFORM
ITS OBLIGATIONS HEREUNDER, PROVIDED SUCH FAILURE IS NOT A DIRECT RESULT OF THE
INTENTIONAL ACTION OR NEGLIGENCE OF SUBTENANT OR ITS AGENTS, EMPLOYEES OR
CONTRACTORS.
27.
PARKING.
PURSUANT TO THE TERMS OF THE OVERLEASE, SUBLANDLORD HAS
RIGHTS TO USE 100 PARKING SPOTS AT THE PROPERTY.
SUBTENANT SHALL THEREFORE HAVE
THE RIGHT TO ITS PROPORTIONATE SHARE OF THOSE 100 PARKING SPOTS, WHICH EQUALS 68
PARKING SPOTS (WHICH SHALL BE REDUCED TO 63 PARKING SPOTS PURSUANT TO
SECTION 30(A)(VI) OF THIS SUBLEASE).
IN ALL OTHER RESPECTS, THE TERMS OF
ARTICLE 28 OF THE OVERLEASE SHALL GOVERN PARKING.
28.
FURNITURE.
ALL FURNITURE SHOWN AS "SUBLEASED FURNITURE" ON
EXHIBIT B ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE (THE "SUBLEASED
FURNITURE") IS HEREBY SUBLEASED TO SUBTENANT BY SUBLANDLORD FOR NO ADDITIONAL
CHARGE, COMMENCING ON THE TERM COMMENCEMENT DATE, PURSUANT TO THE TERMS OF
SECTION 1.4 OF THE OVERLEASE, WHICH IS INCORPORATED HEREIN BY REFERENCE.
ALL
OTHER FURNITURE AND EQUIPMENT LOCATED IN THE PREMISES AND NOT SEPARATELY
PURCHASED BY SUBTENANT FROM SUBLANDLORD (SHOWN AS "PURCHASED ITEMS" ON EXHIBIT B
HERETO) SHALL BE REMOVED BY SUBLANDLORD PRIOR TO THE TERM COMMENCEMENT DATE.
SUBLANDLORD SHALL DELIVER THE SUBLEASED FURNITURE TO SUBTENANT IN ITS "AS IS"
CONDITION ON THE TERM COMMENCEMENT DATE, AND PRIOR THERETO, SUBTENANT AND
SUBLANDLORD SHALL CONDUCT A "WALK-THROUGH" INSPECTION OF THE PREMISES TO VERIFY
THAT SUBLANDLORD HAS FULLY COMPLIED WITH THE PROVISIONS OF THIS SECTION 28 AND
OF SECTION 1.4 OF THE OVERLEASE.
IN THE EVENT OF A TERMINATION OF THIS SUBLEASE
PRIOR TO THE TERMINATION
DATE, SUBTENANT SHALL BE REQUIRED TO REMOVE ALL OF THE
FURNITURE FROM THE PREMISES, INCLUDING THE SUBLEASED FURNITURE.
29.
ACCESS PRIOR TO COMMENCEMENT.
UPON ADVANCE NOTICE TO PAUL
SULLIVAN OF LINCOLN PROPERTY SERVICES AT (508) 303-6900, SUBTENANT SHALL BE
PERMITTED TO ENTER THE PREMISES FOR PURPOSES OF LIMITED CONSTRUCTION COMMENCING
ON THE TERM COMMENCEMENT DATE.
SUBTENANT SHALL TAKE STEPS NECESSARY TO ENSURE
MINIMAL DISRUPTION TO SUBLANDLORD DURING CONSTRUCTION AND SHALL ENSURE THAT
SUBLANDLORD HAS REASONABLE NOTICE IF SUBLANDLORD NEEDS TO MOVE ITS PERSONNEL OR
EQUIPMENT WITHIN THE PREMISES TO ACCOMMODATE SUCH CONSTRUCTION BY SUBTENANT.
DURING SUCH TIME AS SUBTENANT IS MAKING THE INITIAL ALTERNATIONS OR AT ANY TIME
WHEN SUBTENANT OR ITS AGENTS ARE PERFORMING ANY OTHER CONSTRUCTION ON THE
PREMISES, SUBTENANT SHALL CARRY A BUILDER'S ALL-RISK INSURANCE POLICY AND
COMPREHENSIVE COMMERCIAL GENERAL LIABILITY INSURANCE POLICY IN THE AMOUNT OF NOT
LESS THAN $4,000,000 PER OCCURRENCE, WHICH POLICY SHALL NAME SUBLANDLORD AND
OVERLANDLORD AS ADDITIONAL INSUREDS.
SUBTENANT SHALL PROVIDE SUBLANDLORD AND
OVERLANDLORD WITH A CERTIFICATE OF INSURANCE EVIDENCING THE SAME, IN FORM
SATISFACTORY TO OVERLANDLORD, PRIOR TO COMMENCEMENT OF ANY WORK.
SUBTENANT
SHALL INDEMNIFY SUBLANDLORD AND OVERLANDLORD FOR ANY LOSS OR DAMAGE CAUSED