EX-10.36 LEASE AGREEMENT ('MDFA'), DATED NOVEMBER 20, 2007

Exhibit 10.36

EXECUTION

GROUND LEASE

MASSACHUSETTS DEVELOPMENT FINANCE AGENCY

as Landlord

and

EVERGREEN SOLAR, INC.

as Tenant

Dated as of November 20, 2007

TABLE OF CONTENTS

ARTICLE 1
Land and Term			1
1.1. The Land			1
1.2. Condition of the Land			2
1.3. Initial Term			3
1.4. Delivery and Acceptance of Possession			3
1.5. Extension of the Initial Term			3
1.6. The Project/The Land			3
ARTICLE 2
Permitted Uses; Compliance with Laws			3
2.1. Permitted Uses; Continuous Operation upon Completion of Initial Improvements			3
2.2. Compliance with Laws			3
ARTICLE 3
Base Rent and Additional Rent			5
3.1. Base Rent			5
3.2. Payment of Base Rent			6
3.3. Method of Payment			6
3.4. Base Rent Net to Landlord			6
3.5. Additional Rent			6
3.6. No Release of Obligations			7
ARTICLE 4
Real Estate Taxes			7
4.1. Impositions			7
4.2. Impositions Assessed Against the Landlord			8
4.3. Tenant’s Failure to Promptly Pay Impositions			8
4.4. Validity of Impositions			8
ARTICLE 5
Insurance			8
5.1. Liability, Hazard and Other Insurance			8
5.2. Indemnity			10
5.3. Waiver of Subrogation			11
5.4. Landlord’s Insurance			11
ARTICLE 6
Utilities and Services			11
ARTICLE 7
Repairs and Maintenance			11

ARTICLE 8
Environmental Indemnity; Reservation of Rights Under the Federal Facilities Agreement			12
8.1. Definitions Related to Hazardous Materials			12
8.2. Release of Hazardous Materials			12
8.3. Indemnity			12
8.4. Landlord’s Right to Inspect			13
8.5. Reservation of Rights Under the Federal Facilities Agreement			13
8.6. Monitoring Wells and Access Thereto			14
8.7. Landlord to Exercise Its Rights under the Army Deed			15
8.8. Receipt of Documents			15
ARTICLE 9
Mortgages of Tenant’s Interest			15
9.1. Permitted Mortgages			15
9.2. Notice of Mortgage			15
9.3. Status Report			16
9.4. Protection of Leasehold Mortgagee			16
9.5. Lending Institutions			18
ARTICLE 10
Assignment and Subletting			18
10.1. Subletting			18
10.2. Assignment			19
10.3. Expenses of Landlord			20
ARTICLE 11
Casualty Damage			20
11.1. Restoration			20
11.2. Conditions of Work			20
ARTICLE 12
Eminent Domain and Public Dedication			20
12.1. Total, Partial Taking; Termination of Lease			20
12.2. Partial Taking — Lease Continues			22
12.3. Intentionally Deleted			22
12.4. Restoration of the Land			22
12.5. Intentionally Deleted			22
12.6. Intentionally Deleted			22
12.7. Abatement of Base Rent			22
12.8. Temporary Taking			22
12.9. Rights of Participation			22
12.10. Notice of Proceeding			23
ARTICLE 13
Intentionally Omitted			23

ARTICLE 14
No Broker Representation			23
ARTICLE 15
Quiet Enjoyment			23
ARTICLE 16
End of Term			23
ARTICLE 17
Default
17.1. Events of Default			24
17.2. Indemnity and Hold Harmless Provision			24
17.3. Landlord’s Right to Repossess			25
ARTICLE 18
As Is Delivery Of The Land			25
ARTICLE 19
Design and Construction of Initial Improvements			25
19.1. Compliance with Permits, Etc.; Soil Management Plan; Definition of “Initial Improvements”			25
19.2. Permits; Due Diligence			26
19.3. Contracts for Construction of Initial Improvements			26
19.4. General Provisions Governing Construction of Initial Improvements			26
19.5. Time for Commencement and Completion of Initial Improvements; Conditions Precedent to Commencement of Construction			27
19.6. Force Majeure			28
19.7. Substantial Completion			28
19.8. Signage			28
ARTICLE 20
Alterations and Optional Improvements; No Landlord Obligations to Make Initial Improvements or Optional Improvements			28
20.1. Conditions for Making Tenant Alterations and Optional Improvements			28
ARTICLE 21
Ownership of Improvements			29
ARTICLE 22
Miscellaneous Provisions			29
22.1. Nondiscrimination			29
22.2. Intentionally Deleted			30
22.3. The Landlord’s Liability; The Tenant’s Liability			30
22.4. Status Report			30

22.5. Provisions Binding			30
22.6. Invalidity of Particular Provisions			31
22.7. Filing of a Memorandum of Lease			31
22.8. Waiver			31
22.9. Landlord’s Right of Self-Help			31
22.10. Interest			32
22.11. Amendments			32
22.12. Governing Law			32
22.13. Notices			32
22.14. Intentionally Deleted			33
22.15. Force Majeure			33
22.16. Survival of Certain Provisions			33
22.17. “Legal Costs” Defined			33
ARTICLE 23
Tenant’s Option to Purchase			33
23.1. Grant of Option; Option Period			33
23.2. Purchase Notice and Deposit			34
23.3. Purchase Price			34
23.4. Negative Covenant in Deed to the Land			34

GLOSSARY OF DEFINED TERMS

EXHIBIT A		Legal Description of the Land
EXHIBIT B		Evergreen Solar Unified Permit
EXHIBIT C		Utility Sales Agreement
EXHIBIT D		Sketch Plan Showing Monitoring Wells on the Land
EXHIBIT E		Project Grant Agreement
EXHIBIT F		Memorandum of Lease
EXHIBIT G		Form of Purchase and Sale Agreement
SCHEDULE 1.1		Permitted Encumbrances
SCHEDULE 9.4(d)		Determination of Fair Market Rent
SCHEDULE 23		Determination of Fair Market Value

SUMMARY OF LEASE

LANDLORD:		Massachusetts Development Finance Agency
TENANT:		Evergreen Solar, Inc., a Delaware corporation
LAND:		The land known as Lot 2, Barnum Road, Town of Harvard, Worcester County, Massachusetts, containing approximately 23.11 acres of land, as more particularly described in Exhibit A to this Lease
IMPROVEMENTS:		All buildings, structures and other improvements now or hereafter existing on the Land.
PREMISES		The Land, together with the Improvements located thereon.
COMMENCEMENT DATE:		As provided in Section 1.3 hereof
TERM:		Commencing on the Commencement Date and expiring at midnight on the day immediately prior to the thirtieth (30 th ) anniversary date of the Commencement Date (the “Term”)
PERMITTED USES:		Uses of the Land permitted in accordance with the provisions of Article 2 hereof
RENT:		Base Rent and Additional Rent as provided in Article 3 hereof

GROUND LEASE

          THIS GROUND LEASE (this “ Lease ”), is made as of this 20th day of November, 2007 by and between MASSACHUSETTS DEVELOPMENT FINANCE AGENCY, a Massachusetts body politic and corporate established under Chapter 23G of the Massachusetts General Laws, successor-in-interest to the Government Land Bank under Chapter 289 of the Acts of 1998, having an address at 160 Federal Street, Boston, Massachusetts 02110 (the “ Landlord ”) and EVERGREEN SOLAR, INC., a Delaware corporation, having its principal office at 138 Bartlett Street, Marlborough, MA 01752 (the “ Tenant ”).

RECITALS:

          WHEREAS, the Landlord is the owner of the Land (as hereinafter defined) and desires to lease the Land to the Tenant and Tenant desires to lease the Land from Landlord, all on the terms and conditions set forth herein; and

          WHEREAS, the Tenant’s intended use of the Land is for the construction and operation of a facility for the design, manufacture and assembly of products for renewable energy technologies and all related functions including research and development, warehousing and administration as well as associated parking, driveways, storage areas, loading bays and site utilities (the “ Project ”).

AGREEMENTS:

          NOW, THEREFORE, the Landlord and the Tenant hereby agree as follows:

RULES OF CONSTRUCTION; DEFINITIONS:

          This Lease supersedes all other agreements concerning the Land, whether oral or in writing, between the Tenant and the Landlord.

          All exhibits and schedules to this Lease are incorporated herein. The use of the singular of terms which are defined herein (in the plural or the singular) shall mean and refer to any one of them, or a particular one of them, as the context permits or requires; the use of the plural of terms which are defined herein (in the singular or the plural) shall mean and refer to all or any combination of them, as the context permits or requires; and pronouns used herein shall be deemed to include the singular and the plural and all genders.

          Use of the connective “or” is not intended to be exclusive unless used with the word “either”; the term “may not” is intended to be prohibitive and not permissive; use of “includes” and “including” is intended to be interpreted as expansive and amplifying and not as limiting in any way.

          Terms defined elsewhere in this Lease shall have the respective meanings ascribed to them where so defined. A Glossary of Defined Terms may be found directly after the signature page of this Lease.

TERMS OF THIS LEASE:

ARTICLE 1
Land and Term

          1.1. The Land . The Landlord, for and in consideration of the rent, terms, covenants and conditions herein reserved and contained on the part of Tenant to be paid, kept and performed, hereby leases to the Tenant, and the Tenant hereby leases from Landlord, upon and subject to the terms, covenants and conditions herein set forth, the parcel of land known as Lot 2, Barnum Road (“ Lot 2 ”) h

located in the Town of Harvard, Worcester County, Massachusetts, Lot 2 containing approximately 23.11 acres of land, located in the Rail, Industrial and Trade-Related Zoning District at the Devens Regional Enterprise Zone and more particularly described in Exhibit A attached hereto, and all easements, privileges, hereditaments and appurtenances in, on, under or affecting Lot 2 (but excluding any public streets, ways and alleys abutting or adjoining Lot 2, which public streets, ways or alleys, the Parties agree, may be used by the Tenant in common with others entitled thereto, for all uses and purposes for which public streets, ways and alleys may be used in the Devens Regional Enterprise Zone) (the “ Appurtenant Easements ”), and any strips, gores, trees, shrubs and plants thereon (all of the foregoing, together with Lot 2, are hereinafter collectively referred to as the “ Land ”), and together with, except as otherwise herein provided, all buildings, structures and other improvements now or hereafter constructed thereon in compliance with this Lease (the “ Improvements ”; the Land and the Improvements are hereinafter collectively referred to as the “ Premises ”), free of all tenants occupying the Land pursuant to rights granted by the Landlord, subject, however, to the following: (a) any facts that an accurate survey or personal inspection of the Land would show; (b) easements, covenants and restrictions of record as of the date hereof, to the extent that the same are in force or effect; including without limitation those listed on Schedule 1.1 Permitted Encumbrances attached hereto; (c) easement rights reserved hereby in favor of Landlord (the “ Reserved Easements ”) if needed for purposes of installing, maintaining, replacing or upgrading underground utilities and reconnecting driveways in connection therewith by the Landlord, which Reserved Easements shall be located only within twenty-five feet of the perimeter lot line of Lot 2 and shall not materially adversely affect Tenant’s use of the Premises for the Permitted Uses (as defined in Section 2.1 hereof); (d) present and future Laws (as defined in Article 2), of all boards, bureaus, commissions and bodies of any municipal, county, state, federal or other governmental body now or hereafter having or acquiring jurisdiction over the Land and/or the use or improvement thereof, including the Devens Enterprise Commission (the “ DEC ”) (each a “ Governmental Authority ”); (e) violations of Laws, whether or not recorded or noted, of a Governmental Authority, against or affecting the Land as the same may exist on the Commencement Date (as defined below); (f) all taxes, duties, assessments, special assessments, water charges and sewer rents and any other impositions by a Governmental Authority, fixed or not fixed, accrued from and after the Commencement Date; and (g) the condition and state of repair of the Land as the same may be on the Commencement Date.

          1.2. Condition of the Land . Tenant acknowledges that it has leased the Land and has agreed to construct the Initial Improvements (hereafter defined in Article 19) after having had a full and complete opportunity to conduct an examination of the Land, including, without limitation, subsurface conditions, the presence of any hazardous waste or materials located on the Land, the legal title to the Land and Laws affecting the same, as the Tenant deems necessary and/or desirable, and accepts the same in the same condition in which they or any part thereof now are, and assumes all risks in connection therewith, without any representation or warranty, express or implied, in fact or by law, on the part of Landlord, and without recourse to Landlord, Tenant hereby waiving any and all claims, now existing or hereafter arising, relating to the condition (known or unknown) of the Land, including without limitation those matters set forth on Schedule 1.2 hereof.

          Notwithstanding the foregoing provisions, the Landlord and Tenant acknowledge that the Tenant shall have a right to terminate this Lease (“ Tenant’s Termination Option ”) at any time within six (6) months of the date hereof in the event that the Tenant determines that there are any Hazardous Materials located on the Land which prohibit or substantially interfere with the Tenant’s ability to construct the Initial Improvements (as defined in Article 20 hereof) and use the same for the Permitted Uses. In such event, the Tenant shall promptly notify the Landlord of the nature of the materials found and provide the

Landlord with copies of all reports related thereto received by Tenant. In no event shall the Landlord have any obligation under this Lease to remedy any such matter. In addition, in such event, the surrender of the Land by the Tenant shall be subject to the provisions of Article 16 hereof.

          1.3. Initial Term . TO HAVE AND TO HOLD the Land for an initial term (the “ Initial Term ”) commencing on November 20, 2007 (the “ Commencement Date ”); and expiring at midnight on the day immediately prior to the thirtieth (30 ^th ) anniversary date of the Commencement Date (the “ Expiration Date ”), unless this Lease shall sooner terminate as hereinafter provided. The Initial Term, as the same may be extended pursuant to Section 1.5 hereof, is called the “ Term ”.

          1.4. Delivery and Acceptance of Possession . The Landlord will deliver possession of the Land to the Tenant on the Commencement Date; the Tenant shall accept, subject to the terms hereof, possession of the Land on the Commencement Date.

          1.5. Extension of the Initial Term . Subject to the terms and provisions hereof and provided that there is no Event of Default existing at the time of the exercise of the applicable option term extension, the Tenant may extend the Initial Term of this Lease for two (2) additional terms of ten (10) years each (the “ First Option Term ” and the “ Second Option Term ”; the exercise of the Second Option Term being subject to the timely exercise of the First Option Term). The Tenant shall exercise such option by giving written notice to the Landlord on or before twelve (12) months prior to the expiration of the Initial Term for the exercise of the First Option Term and on or before twelve (12) months prior to the expiration of the First Option Term for the exercise of the Second Option Term, of its intent to exercise its option to extend this Lease for the applicable Option Term. The timely giving of such written notice by Tenant shall automatically extend the Term of this Lease for the respective Option Term at the end of the Initial Term or the First Option Term, as the case may be.

          1.6. The Project/The Land . The term “Project” shall include the Land upon construction of the Project upon the Land.

ARTICLE 2
Permitted Uses; Compliance with Laws

          2.1. Permitted Uses; Continuous Operation upon Completion of Initial Improvements . The Land shall be used and occupied only for the construction and operation of a facility for the design, manufacture and assembly of products for renewable energy technologies and all related functions including research and development, warehousing and administration as well as associated parking, driveways, storage areas, loading bays and site utilities (the “ Permitted Uses ”) and for no other uses, subject to and in compliance with the Evergreen Solar Unified Permit dated August 14, 2007 as amended, and attached hereto as Exhibit B (the “ Unified Permit ”). The Tenant acknowledges that the Landlord has entered into this Lease in reliance upon the Tenant’s covenant to use the Land for the Permitted Uses, and therefore expressly agrees that use of the Land, other than for Permitted Uses, without the express written consent of the Landlord, which may be withheld in the Landlord’s sole discretion, shall be a default hereunder with respect to which the Landlord, in addition to all of the rights available at law, shall have all rights available in equity, including the right to enforce this obligation by injunctive relief and specific performance.

          2.2. Compliance with Laws .

          (a) The Tenant shall, at all times during the Term, at the Tenant’s own cost and expense, perform and comply with, and shall cause all subtenants, licensees and operators to promptly comply with, all laws, rules, orders, ordinances, regulations, and requirements now or hereafter enacted or promulgated, of every Governmental Authority, including without limitation the Landlord acting in its capacity as a Governmental Authority, and of any agency thereof, relating to the Land and the Project, or the facilities or equipment therein, or the streets, sidewalks, curbs, and gutters on the Land and forming a part of the Land, or the appurtenances to the Land, or the franchises and privileges connected therewith, or any condition or use of the Land, including land-use, environmental and operational laws, rules, orders, ordinances, regulations and requirements (collectively, the “ Laws ”) whether or not such Laws so involved shall necessitate structural changes, improvements, interference with use and enjoyment of the Land or the Project, replacements, or repairs, extraordinary as well as ordinary, and the Tenant shall so perform and comply, whether or not such Laws shall now exist or shall hereafter be enacted or promulgated, and whether or not such Laws can be said to be within the present contemplation of the parties hereto. In addition, if prior to commencement of the Term, the Tenant or its agents or contractors goes onto the Land to perform any acts, such acts shall be performed in compliance with Laws and otherwise in compliance with the terms of the Non Exclusive License/Access Agreement to Enter onto Land for Limited Site Assessment and Pre-Development Activity Purposes dated as of June 15, 2007, as amended by First Amendment to License/Access Agreement dated as of July 10, 2007, Second Amendment to License/Access Agreement dated as of August 3, 2007, Third Amendment to License/Access Agreement dated as of August 16, 2007, Fourth Amendment to License/Access Agreement dated as of September 14, 2007, Fifth Amendment to License/Access Agreement dated as of September 28, 2007, Sixth Amendment to License/Access Agreement dated as of October 10, 2007, Seventh Amendment to License/Access Agreement dated as of October 17, 2007, Eighth Amendment to License/Access Agreement dated as of October 24, 2007, Ninth Amendment to License/Access Agreement dated as of October 31, 2007, Tenth Amendment to License/Access Agreement dated as of November 7, 2007, Eleventh Amendment to License/Access Agreement dated as of November 9, 2007 and Twelfth Amendment to License/Access Agreement dated as of November 14, 2007, as the same may be further amended, which Right of Entry Agreement shall terminate upon the Commencement Date of this Lease. Except as otherwise provided in Section 2.2(b) below, no provision of this Lease shall be construed so as to permit the Tenant to postpone compliance with such Laws if any Governmental Authority shall threaten to carry out any work to comply with the same or to foreclose or sell any lien affecting all or any part of the Land. Tenant shall, in the event of any violation or any attempted violation of this Section by any subtenant, licensee or operator, take steps, immediately upon knowledge of such violation, as Tenant determines to be reasonably necessary to remedy or prevent the same as the case may be.

          (b) The Tenant shall have the right, provided it does so with due diligence and dispatch, to contest by appropriate legal proceedings, without cost or expense to the Landlord, the validity of any Laws of the nature hereinabove referred to in this Section 2.2. The Tenant may postpone compliance with such Laws until the final determination of such proceedings but only so long as such postponement of compliance will not subject the Landlord to any criminal prosecution or civil action or liability, or any costs or other liability or loss of any kind against the Landlord or the interest of the Landlord in the Land or the Improvements thereon which may arise by reason of postponement or failure of compliance with such Laws and only so long as such postponement of compliance will not have an adverse effect on the public health or safety as reasonably determined by the Landlord, and the Tenant shall indemnify and hold the Landlord harmless from all costs, claims, losses and liabilities in any way relating to the same, including “Legal Costs” as hereinafter defined in Section 22.17.

          (c) Tenant shall be responsible for securing all permits or licenses necessary for the construction and operation of the Initial Improvements as soon as such applications can appropriately be made if same cannot be secured prior to the commencement of construction of the Initial Improvements, and agrees to diligently and in good faith pursue such applications and to coordinate with Landlord in such pursuit. The cost of obtaining any such licenses and permits shall be borne solely by the Tenant.

          (d) Upon Substantial Completion of the Initial Improvements, the Tenant shall Use and Occupy (as hereinafter defined) the Project consistent with the normal hours of operation for the Permitted Uses, subject to the cessation of such uses as shall be reasonably required for (i) maintenance and repair or alterations to the Project and/or the Land; (ii) as shall be reasonably required in connection with restoration resulting from any Casualty or Taking of the Land or the Project; or (iii) a cessation of the Permitted Uses for more than a three (3) month consecutive period which conduct of the Permitted Uses is not restored within three (3) months of notice from the Landlord. “Use and Occupy” shall mean the conduct of the Tenant’s business for the Permitted Uses consistent with the days and hours of operation of similar businesses.

          (e) Tenant shall not, directly or indirectly, create or permit to be created or to remain, and shall discharge, any mechanic’s or other lien placed on the estate of Landlord in the ordinary course of business or with respect to any work performed by or on behalf of Tenant on or about the Land. Tenant shall pay promptly all persons furnishing labor or materials with respect to any work performed by Tenant. Notwithstanding the foregoing, Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in good faith, in the name of Tenant, or Landlord, or both without cost, expense, liability or damage to Landlord, the validity or application of any lien. Tenant and any Subtenants shall procure unconditional waivers and releases of lien claims (and/or notices of completion) in form reasonably acceptable to Landlord from all persons furnishing labor or materials with respect to any work performed on behalf of Tenant on the Land, at the time each progress payment and/or final payment is made. In the event any mechanic’s or other lien shall at any time be filed against the Land by reason of work, labor, services or materials performed or furnished, or alleged to be performed or furnished, to Tenant or to any one holding the Land through or under the Tenant, Tenant shall, within thirty (30) days of notice of its recordation, cause the same to be discharged of record or bonded to the satisfaction of Landlord. If Tenant fails to cause such lien forthwith to be so discharged or bonded after being notified of the filing thereof, then, in addition to any other right or remedy of Landlord, Landlord may discharge the same by paying the amount claimed to be due or may cause the same to be bonded, and the amount so paid by Landlord, including reasonable attorney’s fees incurred by Landlord in either defending against such lien or procuring the discharge or bonding of such lien, together with interest thereon at the annual rate provided in Section 22.10 hereof, shall constitute Additional Rent and shall be payable by Tenant to Landlord on demand.

ARTICLE 3
Base Rent and Additional Rent

          3.1. Base Rent . The Tenant shall pay to the Landlord, in accordance with the terms of this Lease, base rent (“ Base Rent ”) in the amount of One Dollar ($1.00) per annum for the period commencing on the Base Rent Commencement Date (defined to mean the date on which the Tenant commences occupancy of the Land for the conduct of its business following completion of the Initial Improvements) and continuing throughout the Term.

          3.2. Payment of Base Rent . Commencing on the Commencement Date and continuing for the remainder of the Term, Tenant shall pay the Base Rent to Landlord in advance in one annual installment on or before the Commencement Date and each successive anniversary of the Commencement Date, respectively.

          3.3. Method of Payment . All payments of Base Rent, Additional Rent (as hereinafter defined) (Base Rent and Additional Rent are together referred to herein as “ Rent ”) and other sums due Landlord shall be paid in current U.S. exchange by check drawn on a Boston Clearinghouse Bank without intervening endorsement at the Landlord’s address set forth at the beginning of this Lease or such other place as Landlord may from time to time direct by written notice (or if requested by Landlord, following reasonable advance notice accompanied by appropriate instructions, by electronic fund transfer) without notice, demand, set-off, counterclaim or other deduction. Rent not paid within five (5) days of when due shall bear interest at an annual rate as provided in Section 22.10 hereof. Tenant shall make ratable payments of Rent for any period of less than a month, as and when Rent is adjusted hereunder. Each payment of Additional Rent shall be paid by the Tenant directly to the party entitled to such payment.

          For purposes of this Lease, all monetary amounts to be paid by Tenant pursuant to the terms of this Lease, and whether characterized as Base Rent or Additional Rent, shall be deemed to constitute Rent hereunder, it being the intention of the parties hereto that Landlord shall have the right to exercise all rights and remedies for the non-payment of Additional Rent when due that Landlord has hereunder for the non-payment of Base Rent.

          Without limiting the foregoing, except as and to the extent expressly otherwise provided in this Lease, Tenant’s obligation so to pay Rent shall not be discharged or otherwise affected by any applicable Law now or hereafter applicable to the Land, or any other restriction on or interference with the Permitted Uses, or any damage or destruction of the Land or any Improvements thereon, or any Taking, or any other interruption or occurrence whatsoever.

          3.4. Base Rent Net to Landlord . Base Rent shall be absolutely net to the Landlord so that this Lease shall yield to the Landlord the full amount of Base Rent without deduction and free of any charges, assessments, Impositions (as hereinafter defined in Article 4) or deductions of any kind charged, assessed, or imposed on or against the Land or its use, and without abatement, deduction or set-off by the Tenant, and the Landlord shall not be expected or required to pay any such charge, assessment or Imposition, or be under any obligation or liability hereunder except as herein expressly set forth, and all costs, expenses and obligations of any kind relating to the maintenance and operation of the Land, including all alterations, repairs, reconstruction and replacements as provided in this Lease, that may arise or become due during the Term hereof shall be paid by the Tenant, and the Landlord shall be indemnified and saved harmless by the Tenant from and against such costs, expenses and obligations.

          3.5. Additional Rent . From and after the Commencement Date, the Tenant shall also pay without abatement, deduction or set-off as additional rent (“ Additional Rent ”), all sums, Impositions (as defined in subsection 4.1), costs, expenses and other payments which the Tenant in any of the provisions of this Lease assumes or agrees to pay and in the event of any non-payment of Additional Rent, the Landlord shall have (in addition to all other rights and remedies) all the rights and remedies provided for herein or by law or in equity. Additional Rent for any partial month at the beginning or

end of the Term shall be prorated and Tenant shall only be liable for the portion of such Additional Rent attributable to the Term hereunder.

          3.6. No Release of Obligations . (a) No happening, event, occurrence or situation during the Term hereof, whether foreseen or unforeseen, and however extraordinary (including without limitation, the Tenant’s failure, refusal or inability for any reason to construct the Initial Improvements) shall permit the Tenant to quit or surrender the Land or this Lease or shall relieve the Tenant from its liability to pay the Base Rent and Additional Rent and other charges due under this Lease, or shall entitle the Tenant to any abatement or refund of any Base Rent, or shall relieve the Tenant from any of its other obligations under this Lease, and (b) the Tenant waives any rights now or hereafter conferred upon, to the extent permitted by law, to quit or surrender the Land leased hereunder, or any part thereof, or to any abatement, set-off, reduction or suspension of Base Rent or Additional Rent on account of any such act, happening, occurrence or situation, except as otherwise provided herein.

ARTICLE 4
Real Estate Taxes

          4.1. Impositions . Tenant covenants to pay throughout the Term, directly to the appropriate Governmental Authority or to the appropriate party, before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, any and all taxes and amounts payable under a certain Tax Increment Financing Agreement by and between the Landlord and the Tenant dated November 20, 2007 (the “ TIF Agreement ”), and payments in lieu of taxes required to be paid under any agreement with the Landlord, assessments (including, but not limited to, all assessments for public improvements or benefits, payable during the term of this Lease), water, sewer and other rents, rates and charges, charges for public utilities, excises, levies, licenses and permit and inspection fees and other charges (imposed by a Governmental Authority or otherwise), general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, which at any time during the Term are assessed, levied, confirmed, imposed upon, or grow or become due or payable out of or in respect of, or become a lien on (a) the Land, or (b) any payments reserved or payable hereunder or any other sums payable by the Tenant hereunder, or (c) this Lease or the leasehold estate hereby created, or which arise in respect of the operation, possession, occupancy or use of the Land (all of which taxes, payments in lieu of taxes, assessments, charges, interest, penalties or like charges are sometimes hereinafter referred to collectively as “ Impositions ” and individually as an “ Imposition ”); provided, however, that:

          (i) If, by law, any Imposition is or may be payable, at the option of the taxpayer, in installments, the Tenant may pay such Imposition in installments (with any accrued interest due and payable on the unpaid balance of the Imposition) and shall pay each such installment as the same respectively becomes due and before any fine, penalty, further interest or cost may be added thereto.

          (ii) Impositions, whether or not a lien upon the Land, shall be apportioned between the Landlord and the Tenant at the beginning and at the end of the Term, and the Tenant shall pay only such Impositions which are assessed against the Land with respect to any tax year which falls within the Term. The Tenant hereby waives any claim that it is or may become exempt from obligations relating to Impositions based upon the Landlord’s status as a Governmental Authority.

          4.2. Impositions Assessed Against the Landlord . Nothing herein contained shall require the Tenant to pay income taxes assessed against the Landlord, or any capital levy, corporation franchise, excess profits, estate, succession, inheritance or transfer taxes of the Landlord, unless such taxes are imposed or levied upon or assessed as a total or partial substitute for, or in lieu of, any other Imposition required to be paid by the Tenant pursuant to this Article 4, in which event, the same shall be deemed Impositions and shall be paid by the Tenant; provided, however, that if at any time during the Term, the method of taxation shall be such that there shall be levied, assessed or imposed on the Landlord a capital levy, gross receipts or other tax on the Rent received hereunder and/or a franchise tax or an assessment, levy or charge measured by or based, in whole or in part, upon such Rent, upon the Land or the Project (including but not limited to the acquisition, leasing, use or value thereof), and/or measured in whole or in part by the Landlord’s income from, or use of, the Land, then all such taxes, assessments, levies and charges, or the part thereof so measured or based, shall be deemed to be included within the term “Impositions” for the purposes hereof and the Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions.

          4.3. Tenant’s Failure to Promptly Pay Impositions . The Tenant shall pay all Impositions before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof, and, with respect to real estate taxes only, shall furnish to the Landlord, within thirty (30) days of a written request by the Landlord, with receipts or other satisfactory proof evidencing payment of such real estate taxes.

          4.4. Validity of Impositions . The Tenant shall have the right to contest the amount or validity, in whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless such payment would operate as a bar to such contest or interfere materially with the prosecution thereof, in which event, notwithstanding the provisions hereof, the Tenant may postpone or defer payment of such Imposition if, but only if (i) neither the Land or Project nor any part thereof would by reason of such postponement or deferment be in danger of being forfeited or lost, and (ii) the Tenant shall have provided the Landlord with evidence that the amount so contested and unpaid, together with all interest and penalties in connection therewith and all charges that may or might be assessed against or become a charge on the Land or the Project or any part thereof, in such proceedings has been set aside in a separate bank account and earmarked for such purposes upon such arrangements as are reasonably satisfactory to the Landlord. The Tenant will save the Landlord harmless from any and all losses, liabilities, claims, judgments, decrees and costs, including Legal Costs, in connection with any such contest and will, promptly after the final settlement, compromise or determination of such contest, fully apply and discharge the amounts which shall be levied, assessed, be payable thereon or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith.

ARTICLE 5
Insurance

          5.1. Liability, Hazard and Other Insurance .

          (a) The Tenant will, at all times during the Term, maintain, or cause to be maintained, insurance on the Premises of the following character:

          (i) Insurance against loss or damage by fire, vandalism and malicious mischief, extended coverage perils and all physical loss perils commonly known as “All Risk” (including

earthquake coverages if the same is available at commercially reasonable rates), as shall from time to time be customary for similarly situated premises in The Commonwealth of Massachusetts, with a replacement cost coverage endorsement, an agreed amount endorsement waiving all co-insurance provisions of the policy or policies in question, and in an amount not less than one hundred percent of the replacement value of the Improvements (excluding foundation(s)), without any deduction being made for depreciation and with a deductible not to exceed $50,000. Such replacement value shall be determined by the company issuing the insurance policy at the time the policy is initially obtained and shall be evidenced by an agreed amount endorsement.

          (ii) Commercial general liability insurance on an occurrence basis insuring the Tenant against claims for bodily injury, death, or property damage occurring on, in, or about the Land, or in connection with the Tenant’s use and occupancy of the Land and the Improvements, such insurance to be in standard form and with such coverages and in such amounts as the Landlord shall reasonably request pursuant to Section 5.1(a) (vii) (but in any event initially with a general aggregate limit of not less than $5,000,000, a products — completed operations aggregate limit of not less than $5,000,000, a personal and advertising injury limit of not less than $1,000,000, and a per occurrence limit of not less than $5,000,000 for bodily injury, property damage and medical payments, which may be based upon a combination of primary coverage of not less than $1,000,000 plus umbrella coverage, which policy shall include operations and contractual liability coverage which insures performance by the Tenant of the indemnity provisions set forth in Section 5.2 of this Lease. The Landlord shall be named as an additional insured under this policy.

          (iii) Adequate boiler and pressure vessel insurance on all equipment, parts thereof, and appurtenances attached or connected to the Land, which by reason of their use or existence are capable of bursting, erupting, collapsing, or exploding, in such limits as may be reasonably acceptable to the Landlord.

          (iv) During the course of any construction, repair, restoration or replacement of the Improvements, builder’s risk insurance (or such reasonably comparable insurance) on an all-risk basis (including collapse) in an amount equal to 100% of the projected completed value of the Initial Improvements with “increased cost of construction” endorsement and shall insure against the perils of fire and extended coverage and physical loss or damage, including without duplication, coverages with respect to casualties arising due to subsurface work, shoring, blasting, pile driving, caisson work and the like, loss or damage to the equipment, supplies and materials furnished and stored, and owned and non-owned vehicle liability insurance with respect to all vehicles and registered mobile equipment and with respect to any unlicensed mobile equipment, written on a completed value, non-reporting form.

          (v) Broad form flood insurance if any portion of the Improvements is currently or at any time in the future located in an area identified by the Secretary of Housing and Urban Development, or any successor agency, as an area having special flood, mudslide or flood-related erosion hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended from time to time, provided that if broad form flood coverage is not available, such insurance shall be for the lesser of the replacement value of the Improvements or the maximum amount available under the National Flood Insurance Program.

          (vi) If required by Laws, worker’s compensation insurance for all persons engaged by the Tenant or any contractor or subcontractor to conduct any activities at the Land, subject to the statutory limits in the Commonwealth of Massachusetts, and employers liability insurance with a limit of at least $1,000,000 per accident and per disease per employee, and $1,000,000 per disease policy limit.

          (vii) Such other insurance reasonably required by the Landlord and customarily carried by tenants of similar property in similar businesses, or increased amounts of the insurance referred to in (i) — (vi) above (based on changed circumstances, including the declining value of the dollar), that the Landlord may reasonably request, but not to exceed the level of coverage for such insurance commonly carried by comparable business similarly situated, as reasonably determined by the Landlord.

          (b) Such insurance shall be written by companies of recognized financial standing which are rated “A” or “A-” by a national rating agency and are legally qualified to issue such insurance in The Commonwealth of Massachusetts, and such insurance shall name the Tenant as the insured party thereunder. Such insurance may be obtained by the Tenant by endorsement on its blanket insurance policies, provided that (i) such blanket policies satisfy the requirements specified herein, and (ii) the Landlord shall be furnished with the certificate of the insurer to the effect that (a) the amount of insurance allocable exclusively to the Premises is not less than the amount required by this Article and (b) the protection afforded the Premises is not less than the protection that would have been afforded under a separate policy or policies relating only to the Premises. All insurance policies to be maintained hereunder shall require thirty (30) days advance written notice to the Landlord prior to cancellation, material modification or expiration of such policies.

          (c) The Tenant has, as of the Commencement Date, delivered to the Landlord certificates of insurance satisfactory to the Landlord evidencing all the insurance which is then required to be maintained by the Tenant hereunder, and the Tenant shall deliver to the Landlord no later than sixty (60) days after the Commencement Date the original or duplicate policies satisfactory to the Landlord evidencing all the insurance which is then required to be maintained by the Tenant hereunder; in addition, the Tenant shall, within thirty (30) days prior to the date of expiration of any such insurance, deliver either original or duplicate policies or certificates of insurance (followed within sixty (60) days thereafter by delivery of the extension of the policies) evidencing the renewal of such insurance. Should the Tenant fail to effect, maintain, or renew any insurance provided for herein, or to pay the premium therefor, or to deliver to the Landlord any of such policies or certificates when required hereunder, the Landlord, at its option, but without obligation so to do, may procure such insurance, and any sums expended by it to procure such insurance shall be Additional Rent hereunder and shall be repaid by the Tenant within thirty (30) days following the date on which demand therefor shall be made by the Landlord. The Tenant’s insurance policy(ies) shall contain a provision that such policy(ies) shall not be canceled, modified or reduced in scope, and shall not expire, without thirty (30) days prior written notice to the Landlord.

          5.2. Indemnity . To the extent such provision is enforceable at law and except to the extent arising as a result of the negligence or willful misconduct of Landlord, the Tenant will indemnify and hold harmless the Landlord (including for purposes of this Section 5.2, the Landlord’s officials, employees, agents, contractors and representatives) from and against any and all liability, loss, damages, expenses (including Legal Costs), costs of action, suits, interest, fines, penalties, claims, and judgments arising from injury, or claim of injury, during the Term of this Lease to person or property of any and every nature, and from any matter or thing, arising from any act or failure to act by the

Tenant with respect to the Land or the Improvements to be constructed thereon (including the facilities and equipment thereon), the occupation, possession, use, management, improvement, construction, alteration, repair, maintenance, control or leasing of the Land or the Improvements to be constructed thereon (including the streets, sidewalks, steam tunnels, curbs, and gutters forming a part of the Premises, the appurtenances to the Premises, or the franchises and privileges connected therewith, or arising out of the Tenant’s failure to perform, fully and promptly, or the Tenant’s postponement of compliance with, each and every term, covenant, condition, or agreement herein provided to be performed by the Tenant. The Tenant shall pay the Legal Costs of the Landlord incurred in connection with any and all suits that may be brought and claims which may be made, against the Landlord, or in which the Landlord may be impleaded with others, whether the Landlord shall be liable or not, upon any such above-mentioned liability, loss, damages, expenses, costs of action, suits, interest, fines, penalties, claims, and judgments, and the Tenant, at the Tenant’s own cost and expense, shall satisfy, pay, and discharge any and all judgments, and pay any settlements approved by the Tenant, that may be recovered against the Landlord in any such action or actions in which the Landlord may be a party defendant, or that may be filed against the Land, or any interest therein, and in the event of the failure of the Tenant to pay the sum or sums for which the Tenant shall become liable as aforesaid, then the Landlord may pay such sum or sums, with all interest and charges which may have accrued thereon, and the amount so paid by the Landlord, together with any Legal Costs, shall be Additional Rent payable by the Tenant to the Landlord within thirty (30) days following the date on which demand therefor shall be made by the Landlord. The indemnification provisions set forth in this Section 5.2 shall survive the expiration or earlier termination of this Lease.

          5.3. Waiver of Subrogation . Each insurance policy obtained by the Tenant in connection with this Lease shall include a waiver by the insurer of all rights of subrogation against the Landlord.

          5.4. Landlord’s Insurance . The Tenant acknowledges that the Landlord is not required to procure or maintain insurance of any kind on or with respect to the Land or the Improvements under this Lease.

ARTICLE 6
Utilities and Services

          The Tenant shall provide and pay for, as Additional Rent, directly to the utility provider, all charges by any public authority or public utility for all of Tenant’s requirements for utilities and services, including, but not limited to, gas, steam, heat, water, sewer, electricity, telephone or other telecommunication service and the like at the Land, and service inspections made therefor. The Landlord shall have no obligation to provide the Land with or arrange for the availability of any utilities or services and makes no representations or warranties relating thereto or to the condition of the Land in any respect.

          Simultaneously with the execution of this Lease, the Tenant shall, as a condition of the effectiveness of this Lease, enter into a Utility Sales Agreement in the form of Exhibit C hereto.

ARTICLE 7
Repairs and Maintenance

          The Tenant agrees to be solely responsible, at its sole cost and expense, for maintaining the Premises and each and every part thereof throughout the Term of this Lease, and agrees, without limitation, to: (i) ensure that the Premises are in compliance with Laws; and (ii) maintain the Premises in

good order and repair in compliance with the terms of this Lease throughout the Term. All work performed by the Tenant shall be done in a good and workmanlike manner and in compliance with all applicable Laws. The Tenant shall not permit or commit any nuisance or unlawful conduct.

ARTICLE 8
Environmental Indemnity; Reservation of Rights Under the Federal Facilities Agreement

          8.1. Definitions Related to Hazardous Materials .

          (a) For purposes of this Lease, “ Hazardous Materials ” include and mean substances defined or classified as a “hazardous substance”, “hazardous material”, “hazardous waste”, “pollutant”, or otherwise denominated as a regulated or hazardous substance, waste or material, toxic or pollutant in any of the following: (i) the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980; (ii) the federal Hazardous Materials Transportation Uniform Safety Act of 1990; (iii) the federal Toxic Substances Control Act; (iv) the federal Resource Conservation and Recovery Act; (v) Massachusetts General Laws, Chapter 21D; (vi) Massachusetts General Laws, Chapter 21E; (vii) Massachusetts General Laws, Chapter 21C; (viii) Massachusetts General Laws, Chapter 21I; (ix)-any other federal, state or local law addressing itself to environmental contamination, waste or health and safety; or (x) any regulations promulgated under any of the foregoing, including, without limitation, the regulations promulgated under M.G.L. c. 21E at 310 CMR 40.000 et seq. (the “ Massachusetts Contingency Plan ” or “ MCP ”); as any of the foregoing may be promulgated or amended (collectively, the “ Environmental Laws ”). “Hazardous Materials” shall specifically include, but not be limited to, oil, asbestos, explosives, polychlorinated biphenyls, petroleum and petroleum-based derivatives, and urea formaldehyde.

          (b) “ Remedial Work ” as used in this Article 8 shall mean investigations, assessments, monitoring, response actions, remedial actions or interim cleanup actions relating to known or suspected Hazardous Materials.

          8.2. Release of Hazardous Materials .

          Tenant, for itself and its subtenants and each of their respective agents, employees, consultants, subconsultants, contractors, subcontractors, affiliates and invitees and anyone claiming by or through any of them (such parties other than Tenant being referred to as “ Tenant’s Agents ”) covenants and agrees during the Term (i) not to release or dispose of Hazardous Materials, or allow any threat of release of any Hazardous Materials, at, on, under, to or from the Land in violation of any Environmental Laws; (ii) except where incidental to Permitted Uses and managed, generated, used, stored and transported in compliance with the Environmental Laws and so as not to constitute a release or threat of release to the environment of any Hazardous Materials, not to allow the manufacture, treatment, storage or presence of any Hazardous Materials at the Land, or transportation of any Hazardous Materials from or onto the Land; (iii) to comply with the Environmental Laws with respect to the Land, and (iv) to perform and pay for all Remedial Work required under the Environmental Laws or reasonably necessary for the Permitted Uses to address any Hazardous Materials, except as otherwise provided in Section 8.7 hereof with respect to the obligations of the Department of the Army as Grantor under the Army Deed (as hereinafter defined in Section 8.5).

          8.3. Indemnity . The Tenant agrees to indemnify and hold the Landlord and its employees, contractors, representatives and agents harmless from any costs (including Legal Costs), claims,

judgments, damages, penalties, fines, liabilities or losses of every nature and kind whether at law or in equity arising, out of or in any way relating to the presence, release, transportation, treatment, migration, storage or disposal of Hazardous Materials on or relating to the Land as a result of Tenant’s activities (including without limitation all such persons claiming by, through or under Tenant) on or operations on the Land or in connection with the Improvements to be constructed thereon during the Term of this Lease (which for purposes of this Lease shall include the work conducted by the Tenant under that certain Non-Exclusive License/Access Agreement dated June 15, 2007, as amended) (“ Tenant’s Indemnity ”). Tenant’s Indemnity shall specifically cover, without limitation, the following: Remedial Work, consultants’ fees, response costs, potentially responsible party group costs, investigation and defense costs, and experts’ fees; all costs and damages, including natural resource damages, in connection with requirements or claims of any Government Authority or in connection with Third Party Claims, including sums paid in settlement of claims, regardless of whether any of such requirements or claims prove true or warranted; all costs of the enforcement of the Tenant’s obligations hereunder.

          Tenant’s Indemnity shall survive the expiration or termination of this Lease or any transfer of all or any portion of the Land, or of any interest in this Lease.

          8.4. Landlord’s Right to Inspect .

          To the extent required by any Governmental Authority or by any applicable Laws, Landlord and its officers, employees, contractors or agents shall have the right, but not the duty, except as set forth in Section 8.7, following reasonable advance notice of no less than seven (7) business days (except in the case of an emergency), to enter upon the Land from time to time for the purposes of inspections and other actions required in order to comply with applicable Laws. Landlord shall not be liable to Tenant in any manner for any expense, loss or damage occurring by reason of the aforesaid entries, nor shall the exercise of any such right be deemed an eviction or disturbance of Tenant’s use or possession, provided that, subject to the terms and provisions of the matters set forth on Schedule 1.1 hereto, the Landlord shall make all reasonable efforts to coordinate such entry so as to minimize any adverse impact to Tenant’s normal operations at the Land.

          8.5. Reservation of Rights Under the Federal Facilities Agreement . Pursuant to the terms of a certain Quitclaim Deed (the “ Army Deed ”) dated as of May 9, 1996 from the Department of the Army (the “ Army ” or the “ Grantor ”) to Landlord (the “ Grantee ”) and recorded with the Worcester County (Worcester District) Registry of Deeds (the “ Registry ”) in Book 17906, Page 1, the following provision that was contained therein must be set forth in future instruments transferring an interest in property conveyed to the Landlord by the Army, including the Land:

          By accepting this Deed, the Grantee acknowledges that the Grantor has provided the Grantee with a copy of the Federal Facilities Agreement (the “FFA”) between the Grantor and the U.S. Environmental Protection Agency (the “EPA”), dated May 11, 1991, and the modification thereto, dated March 26, 1996. The Grantor shall provide the Grantee with a copy of any future amendments to the FFA.

A. The Grantor, EPA, and the Commonwealth of Massachusetts, and their agents, employees, and contractors, shall have access to and over the Property as may be necessary for any investigation, response, or corrective action pursuant to CERCLA or the FFA found to be necessary before or after the date of this Deed on the Property or on other property comprising the Fort Devens National Priorities List (the “NPL”) site. This reservation includes the right to access

to and use of, to the extent permitted by law, any available utilities at reasonable cost to the United States.

B. In exercising the rights hereunder, the United States and the Commonwealth shall give the Grantee or its successors or assigns reasonable notice of actions taken on the Property under the FFA and shall, to the extent reasonable, consistent with the FFA, and at no additional cost to the United States, endeavor to minimize the disruption to the Grantee’s, its successors’, or assigns’ use of the Property.

C. The Grantee agrees that notwithstanding any other provision of the Deed, the United States assumes no liability to the Grantee, its successors, or assigns, or any other person, should implementation of the FFA interfere with the use of the Property. The Grantee and its successors and assigns shall have no claim on account of any such interference against the United States or the Commonwealth or any officer, agent, employee, or contractor thereof.

D. Prior to the determination by the United States that all remedial action is complete under CERCLA and the FFA for the Fort Devens NPL site, (i) the Grantee, its successors and assigns, shall not undertake activities on the Property that would interfere with or impede the completion of the CERCLA clean-up at the Fort Devens NPL site and shall give prior written notice to the Grantor, EPA, and the Commonwealth of any construction, alterations, or similar work on the Property that may interfere with or impede said clean-up; and (ii) the Grantee shall comply with any institutional controls established or put in place by the Grantor relating to the Property which are required by any record of decision (“ROD”) or amendments thereto, related to the Property, which ROD was approved by the Grantor and EPA and issued by the Grantor pursuant to CERCLA or the FFA before or after the date of this Deed. Additionally, the Grantee shall ensure that any leasehold it grants in the Property or any fee interest conveyance of any portion for the Property provides for legally-binding compliance with the institutional controls required by any such ROD.

E. For any portion of the Property subject to a response action under CERCLA or the FFA, prior to the conveyance of an interest therein, the Grantee shall include in all conveyances provisions for allowing the continued operation of any monitoring wells, treatment facilities, or other response activities undertaken pursuant to CERCLA or the FFA on said portion of the Property and shall notify the Grantor, EPA, and the Commonwealth by certified mail, at least sixty (60) days prior to any such conveyance of an interest in said property, which notice shall include a description of sai