LEASE BY AND BETWEEN THE REALTY ASSOCIATES FUND VI, L.P. AND NITROMED, INC

Exhibit 10.31

LEASE BY AND BETWEEN

THE REALTY ASSOCIATES FUND VI, L.P.

AND

NITROMED, INC.

at

45-55 Hayden Avenue

Lexington, Massachusetts

Dated

February 23, 2007

The mailing, delivery or negotiation of this Lease shall not be deemed an offer to enter into any transaction or to enter into any relationship, whether on the terms contained herein or on any other terms.  This Lease shall not be binding upon Landlord or Tenant, nor shall Landlord or Tenant have any obligations or liabilities with respect thereto, or with respect to the premises, unless and until Landlord and Tenant have signed counterparts and executed and delivered such counterparts of this Lease to the other party.  Until such execution and delivery of this Lease by Landlord and Tenant, Landlord or Tenant may terminate all negotiation and discussion of the subject matter hereof, without causes and for any reason, without recourse or liability.

TABLE OF CONTENTS

i

ii

iii

INDEX TO DEFINED TERMS

iv

v

LEASE

1.             Basic Lease Provisions.

1.1          Parties:   This Lease, dated as of February     , 2007, made by and between The Realty Associates Fund VI, L.P., a Delaware limited partnership (" Landlord ") and NitroMed, Inc., a Delaware corporation (" Tenant ").

1.2          Premises:   A portion of the third (3 rd ) floor of the Building, consisting of 19,815 rentable square feet, as shown on Exhibit A attached hereto.

1.3          Building:   Together, the two connected buildings known as and numbered 45-55 Hayden Avenue, Lexington, Massachusetts.

1.4          Land:   The Land upon which the Building is located as it may be enlarged or reduced from time to time.

1.5          Property:   The Land and the Building.

1.6          Intentionally Omitted.

1.7          Rentable Area of Premises: Agreed to be 19,815 square feet.

1.8          Rentable Area of Building: Agreed to be 190,079 square feet.

1.9          Permitted Use:   General office use, subject to the requirements and limitations contained in Section 6.

1.10        Term: The period commencing on the Commencement Date and ending on the Expiration Date.

1.11        Commencement Date: The Commencement Date shall be the earlier of (i) the day immediately following the Substantial Completion Date, or (ii) the first day on which Tenant occupies all or any portion of the Premises for the conduct of Tenant’s business.

1.12        Rent Commencement Date: The Commencement Date.

1.13        Expiration Date: 11:59 p.m., local time, on the day immediately preceding the sixty-sixth (66th) monthly anniversary of the Commencement Date or, if the Commencement Date is not the first day of a calendar month, then the last day of the sixty-sixth (66th) full calendar month following the calendar month in which the Commencement Date occurs.

1.14        Base Rent:   Subject to Section 4.1, the Base Rent is as follows:

1.15        Intentionally Omitted

1.16        Security Deposit:   $189,761.65.

1.17        Tenant’s Share: 10.42%

1.18        Tax Base Year:  Fiscal Year 2008.

Operating Expense Base Year :  Calendar Year 2007.

1.19        Number of Tenant Parking Spaces:  Fifty-nine (59) spaces (3 per 1,000 square feet of rentable area), to be used in common and on an unassigned basis.

1.20        Real Estate Broker: Richards Barry Joyce & Partners, LLC

1.21        Attachments to Lease:

Exhibit A — Layout Plan

Exhibit A-1 — Work Letter

Exhibit A-2 — Temporary Premises

Exhibit B — Verification Letter

Exhibit C — Rules and Regulations

Exhibit D — Cleaning Specifications

1.22        Address for Notices:

2

2.             Premises

2.1          Lease of Premises.   Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the conditions set forth herein, the Premises, together with certain rights to the Common Areas as hereinafter specified.

2.2          Common Areas-Defined. The term " Common Areas " is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Property that are designated by Landlord from time to time for the general non-exclusive use of Landlord, Tenant and the other tenants of the Property and their respective employees, suppliers, customers and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, roadways and sidewalks.  Landlord may also designate other land and improvements outside the boundaries of the Property in which Landlord has rights to be a part of the Common Areas, provided that such other land and improvements have a reasonable and functional relationship to the Property.

3

3.             Term.

3.1          (a) Term, Commencement Date, Rent Commencement Date and Expiration Date.  The Term, Commencement Date, Rent Commencement Date and Expiration Date of this Lease are as specified in Sections 1.10, 1.11, 1.12 and 1.13 , respectively. As used in this Lease, " Lease Year " shall mean each period of one year during the Term commencing on the Commencement Date or on any anniversary thereof, provided that the first Lease Year shall consist of the period between the Commencement Date and the last day of the calendar month in which the Commencement Date occurs and the succeeding twelve full calendar months, and each succeeding Lease Year shall consist of a one-year period (or part thereof with respect to the last Lease Year) commencing on the first day of the calendar month following the calendar month in which the Commencement Date fell.

Tenant shall, within fifteen (15) days after Landlord’s written request, complete and execute the Verification Letter attached hereto as Exhibit B, or propose appropriate modification to accurately reflect the factual state of affairs, and deliver it to Landlord.  Tenant’s failure to execute the Verification Letter or propose such modifications within said fifteen (15) day period shall constitute Tenant’s acknowledgment of the truth of the facts contained in the letter delivered by Landlord to Tenant. However, Landlord’s failure to prepare or deliver a Verification Letter shall have no effect on the Term, Commencement Date, Rent Commencement Date or Expiration Date.

3.2          Preparation of the Premises.

(a)           Attached to this Lease as Exhibit A is a "Layout Plan," dated December 21, 2006, showing generally the improvements to be made by Landlord to prepare the Premises for Tenant’s occupancy. The Layout Plan attached as Exhibit A has been approved by Tenant.  Landlord will have further plans (the " Plans ") prepared consistent with the Layout Plan, and in accordance with Building standards and otherwise with information provided to Landlord by Tenant. The Plans shall be submitted to Tenant for its approval, which shall not be unreasonably withheld or delayed. Failure by Tenant to disapprove any submission or resubmission of the Plans within five (5) business days after submission or any resubmission shall constitute approval thereof. Any disapproval shall be accompanied by a specific statement of the reasons therefor.

(b)           A work letter (the " Work Letter ") describing the work to be performed by Landlord pursuant to the Plans (" Landlord’s Work ") is attached hereto as Exhibit A-1 . Landlord shall undertake Landlord’s Work at Landlord’s sole cost and expense and in accordance with the Work Letter and applicable laws, codes and regulations. Except as specifically set forth in the Work Letter, Landlord’s Work shall not include any furniture, fixtures or equipment for Tenant’s business or any wiring for Tenant’s equipment. Subject to the provisions of Section 3.3(b) below, Landlord shall use commercially reasonable efforts to achieve Substantial Completion on or before the sixtieth (60 th ) day following the date hereof, but Landlord shall have no liability for failure to do so, and Tenant shall have no claim against Landlord, except for the right to terminate this Lease as provided in Section 3.3(c) below.  The Landlord’s Work shall be deemed Substantially Complete on the first day as of which (i) Landlord’s Work has been completed, including, to the extent applicable, the Substantial Completion Punch List (as hereinafter defined) (as certified in writing by Landlord’s Architect),

4

except for items of work (and, if applicable, adjustment of equipment and fixtures) which can be completed after occupancy has been taken without unreasonable interference with Tenant’s use of the Premises (the "Final Punch List"), and (ii) a certificate of occupancy has been issued by the Town of Lexington for the Premises (or Landlord has obtained other written confirmation from a responsible official of the Town of Lexington that the requirements for such a certificate have been satisfied and that a certificate will issue in the ordinary course), and (iii) the utilities serving the Premises are operational, and (iv) Tenant has been given written notice of the occurrence of the matters described in the foregoing clauses (i), (ii) and (iii). Such date is hereinafter called the " Substantial Completion Date ."  Upon receipt of such notice, Tenant shall be entitled to inspect the Premises with a representative of Landlord or Landlord’s contractor for the purpose of preparing the Final Punch List. Landlord shall complete as soon as conditions permit all Final Punch List items, and Tenant shall afford Landlord access to the Premises for such purposes. Landlord shall use commercially reasonable efforts to complete all Final Punch List items within 45 days after the Substantial Completion Date. In the course of completing either the Substantial Completion Punch List or the Final Punch List in accordance with this Article 3 , Landlord shall use commercially reasonable efforts to avoid unreasonable interference with Tenant’s operations in the Premises.

3.3          Condition; Landlord’s Performance                 (a) Tenant shall give Landlord written notice, not later than forty-five (45) days after the Substantial Completion Date, of any respects in which Landlord has not performed Landlord’s Work fully, properly and in accordance with the terms of this Lease (except for latent defects and matters that could not be discovered by normal use or a reasonably careful visual inspection). Except as identified in any such notice from Tenant to Landlord, Tenant shall have no right to make any claim that Landlord has failed to perform any of Landlord’s Work fully, properly and in accordance with the terms of this Lease, or to require Landlord to perform any further Landlord’s Work.  Except for Landlord’s Work, the Premises are being leased in their present condition, AS IS, WITHOUT REPRESENTATION OR WARRANTY by Landlord. Tenant acknowledges that it has inspected the Premises and Common Areas and, subject to completion of Landlord’s Work, has found the same satisfactory.

(b) Landlord acknowledges that Tenant has advised Landlord that, due to its existing tenancy conditions, Tenant must vacate its current leased premises on or before March 31, 2007. Notwithstanding anything to the contrary in Section 3.2(b) , Landlord will use commercially reasonable efforts (excluding overtime labor or other premium services) to Substantially Complete Landlord’s Work and make the Premises ready for occupancy on or before March 31, 2007, but Landlord makes no commitment that it will be able to do so, and Landlord will have no liability or penalty (except for any delay in the Commencement Date or any offset to a Tenant Delay that may apply in accordance with Section 3.4 ) if Landlord’s Work is not Substantially Complete and the Premises are not ready for Occupancy by March 31, 2007.  No later than March 9, 2007, authorized representatives from Landlord and Tenant will meet at Landlord’s office in Boston (or at another mutually agreeable location) to review the then status of the Landlord’s Work (the "Status Meeting"), at which time Landlord will identify in writing those items of Landlord’s Work which, despite the use of commercially reasonable efforts, will not be Substantially Complete by March 31, 2007 (collectively, the "Substantial Completion Punch

5

List").  Based on the Substantial Completion Punch List, Tenant, no later than March 15, 2007, will identify, in writing, (i) those items (the "Priority Items") of Landlord’s Work which Tenant requests be completed by March 31, 2007 and (ii) those items of Landlord’s Work which Tenant requests be completed by the Substantial Completion Date. Tenant acknowledges that, due to subcontractor availability, materials availability or other matters beyond the reasonable control of Landlord or its contractor, it is possible that not every Priority Item requested by Tenant can be accommodated. Landlord will review Tenant’s request described in clause (i) and advise Tenant within three (3) business days of (A) the then estimated costs associated with completing such Priority Items by March 31, 2007 (including without limitation the estimated costs of material fabrication or delivery, or the re-sequencing or reallocation of work and/or labor priorities), and (B) if applicable, any Priority Item(s) that Landlord and its contractor do not believe can be accommodated by March 31, 2007. With respect to those Priority Items that can be accommodated, Landlord will (subject to Tenant’s approval of the estimated costs of the Priority Items as set forth above, within two (2) business days after receipt of the notice from Landlord described in the immediately preceding sentence) use overtime labor or use such other premium services as may be appropriate to Substantially Complete such Priority Items  by March 31, 2007, provided that Tenant shall be solely responsible for any and all costs associated therewith.  With respect to those items of Landlord’s Work referred to in the foregoing clause (ii), Landlord shall use commercially reasonable efforts to complete such work by the Substantial Completion Date.  Any overtime labor or premium services costs (including without limitation the cost of expedited material fabrication or delivery, and any costs or delays incurred as a result of re-sequencing work or reallocation of labor priorities) due in accordance with Section 3.3(b)(i) shall be paid by Tenant as additional rent within thirty (30) days after Tenant’s receipt of an itemized bill from Landlord. Tenant acknowledges that requesting that the Landlord’s contractor change priorities to meet the Substantial Completion Punchlist may result in other portions of Landlord’s Work (that would otherwise have been completed) being delayed. Notwithstanding the foregoing, if, for any reason other than a Tenant’s Delay, the Priority Items have not been Substantially Completed by March 31, 2007, then Landlord will provide for Tenant’s temporary use space in the Building (the "Temporary Premises") from April 1, 2007 until such time as Landlord’s Work is Substantially Complete and the Premises are ready for occupancy. The Temporary Premises will contain approximately 5,690 rentable square feet of space (as shown on Exhibit A-2) , and be delivered in their "As Is" condition. Tenant will be responsible for the cost of relocating Tenant’s property, furnishings and equipment from the Temporary Premises to the Premises following the Substantial Completion Date. During such time as Tenant occupies the Temporary Premises, the Temporary Premises shall be deemed to be the Premises for all purposes of this Lease (including without limitation all indemnification and insurance requirements), except that (i) Tenant shall not be required to pay Base Rent for the Temporary Premises, (ii) Tenant’s Share of Operating Expenses and Real Property Taxes shall be based on the square footage of the Temporary Premises during such period and (iii) the Commencement Date shall not be deemed to have occurred solely by virtue of such occupancy.

(c)           Notwithstanding anything to the contrary in this Lease, if the Substantial Completion Date has not occurred by the ninetieth (90 th ) day after the date hereof (the " Construction Deadline, " which shall be extended for the period of any Tenant’s Delays or Force Majeure), then Tenant shall have the option, as its sole and exclusive remedy at law or in equity, upon notice to Landlord given within ten (10) days after the Construction Deadline (as so

6

extended), to terminate this Lease.  In the event of such termination, this Lease shall be without further force or effect upon the thirtieth (30 th ) day after the Landlord receives such notice, unless the Substantial Completion Date occurs prior to such thirtieth (30 th ) day. In the event of such termination, Landlord shall return to Tenant any security deposit or Base Rent that Tenant may have paid to Landlord hereunder, and Landlord shall have no further obligation or liability to Tenant in connection with this Lease or the Premises.

3.4          Tenant’s Delays.

(a)           If a delay shall occur in the Substantial Completion Date, and such delay would not have occurred but for the occurrence of any of the following:

• • • • • • • • (i)                                      any request by Tenant that Landlord delay the commencement or completion of Landlord’s Work for any reason;

                (ii)                                   any change by Tenant in the Layout Plan, or in any other Plans or specifications, after initial approval thereof by Tenant, or any request by Tenant for work that is inconsistent with the Layout Plan as approved, or any request for items or materials not specifically reflected on materials submitted by Tenant to Landlord and agreed to by Landlord prior to the date hereof (including the request by Tenant for so-called "long lead-time" items);

                (iii)                                any other act or omission of Tenant or its officers, agents, employees or contractors;

                (iv)                               any re-sequencing or any change in labor or materials priorities as a result of a request by Tenant described in Section 3.3(b); or

                (v)                                  any reasonably necessary displacement of any of Landlord’s Work from its place in Landlord’s construction schedule resulting from any of the causes for delay referred to in this paragraph (a) and the fitting of such Landlord’s Work back into such schedule;

then Tenant shall, from time to time and within thirty (30) days after demand therefor, pay to Landlord for each day of such delay the amount of Base Rent, Additional Rent and other charges that would have been payable hereunder had the Rent Commencement Date occurred immediately prior to such delay. If any of the circumstances described in clauses (i) through (v) above occur, and Landlord is aware that such occurrence is reasonably likely to result in a delay in the Substantial Completion Date, then Landlord shall so advise Tenant, and shall give Tenant the Landlord’s then good faith estimate of the likely duration of such delay. Such estimate will not be binding on Landlord and shall not limit any subsequent claim of a Tenant’s Delay. Landlord will use reasonable efforts to advise Tenant periodically if circumstances change or if Landlord becomes aware of any change in the estimated duration of any delay described herein. The period of any Tenant’s Delay shall not include any delay attributable solely to the negligent or willful and wrongful act or omission of Landlord, including without limitation Landlord’s disregard of any deadlines set forth in this Lease or any work letter. In the event of any dispute regarding the duration of any Tenant’s Delay, the parties agree that such dispute shall be resolved through arbitration, with a single arbitrator (with opportunity for review, as set forth in such procedures), in accordance with the procedures established by the Real Estate Bar Association for Massachusetts (REBA Dispute Resolution, Inc.).

7

(b)           If a delay in the Substantial Completion Date, or if any substantial portion of such delay, is the result of Force Majeure, and such Force Majeure delay would not have occurred but for a delay described in paragraph (a) , such Force Majeure delay shall be added to the delay described in paragraph (a) .

(c)           The delays referred to in paragraphs (a) and (b) are herein referred to collectively and individually as " Tenant’s Delay " or " Tenant Delay ." The Construction Deadline shall be extended one day for each day of Tenant’s Delays.

3.5          Early Access.   At such time as Landlord’s contractor reasonably determines that such access will not interfere with the timely and efficient completion of Landlord’s Work, Tenant shall have access to the Premises (and, if applicable, the Temporary Premises) prior to the Commencement Date solely for the purpose of installation of furniture, equipment, and telephone/data wiring, provided that such access shall be subject to all of the terms and conditions of this Lease, other than the payment of Base Rent or any additional rent or electrical charges. Landlord will in any event afford Tenant’s information systems consultants access to the Premises at least seven (7) days prior to the earlier of (i) March 31, 2007 or (ii) the then-estimated Substantial Completion Date. Subject to the preceding sentence, Tenant’s access shall be subject to reasonable scheduling, and shall in any event be subject to other requirements of Landlord and Landlord’s contractor, and Tenant shall deliver to Landlord certificates of liability, casualty and workmen’s compensation insurance prior to having any such access. Any interference with Landlord’s Work as a result of Tenant’s early access shall constitute a Tenant Delay. Both Landlord’s and Tenants contractors shall use commercially reasonable efforts to accommodate one another’s requirements to complete work in a timely and professional manner.

4.             Rent.

4.1          Base Rent.   Tenant shall pay to Landlord the Base Rent set forth in Section 1.14 , without offset or deduction commencing on the Rent Commencement Date and thereafter on the first day of each calendar month. So long as (i) this Lease shall be in full force and effect and (ii) there shall exist no Event of Default on the part of Tenant (nor any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute an Event of Default), Landlord will waive payment of Base Rent (but not Additional Rent, utility charges or any other amounts due or payable hereunder) on 4,815 rentable square feet of Premises Area for the period commencing on the Commencement Date and expiring on the 365 th  day following the Commencement Date (e.g. Tenant shall only be responsible during such period for Base Rent on 15,000 rentable square feet of Premises Area (19,815 r.s.f. - 4,815 r.s.f. = 15,000 r.s.f. x $27.00/r.s.f./annum = $405,000/year or $33,750/month)). If the Commencement Date is not the first day of a calendar month, the partial month will be added to the first full twelve months of the Term, and Base Rent shall commence on the Commencement Date and shall be payable for the remainder of the partial month at the rate set forth in Section 1.14 for such period.  Base Rent for any period during the term hereof which is for less than one month shall be prorated based upon the actual number of days of the calendar month involved.  Base Rent and all other amounts payable to Landlord hereunder shall be payable to Landlord in lawful money of the United States, and Tenant shall be responsible for delivering said amounts to Landlord at the

8

address stated herein or to such other person or to such other place in the continental United States as Landlord may designate in writing. Landlord and Tenant agree that all amounts due from Tenant under or in respect of this Lease, whether labeled Base Rent, additional rent, additional charges or otherwise, shall be considered as rental reserved under this Lease for all purposes, including without limitation regulations promulgated pursuant to the Bankruptcy Code, and including further without limitation Section 502(b) thereof.

4.2          Operating Expense Increases.   Tenant shall pay to Landlord during the term hereof, in addition to the Base Rent, Tenant’s Share of the amount by which all Operating Expenses for each Comparison Year exceed the amount of all Operating Expenses for the Operating Expense Base Year.  If less than 95% of the rentable square feet in the Building is occupied by tenants or Landlord is not supplying services to tenants occupying 95% of the rentable square feet of the Building at any time during any calendar year (including the Operating Expense Base Year), Operating Expenses for such calendar year shall be reasonably extrapolated by Landlord to the amount of Operating Expenses that would normally be expected to be incurred had 95% of the Building’s rentable square feet been occupied and had Landlord been supplying services to tenants occupying 95% of the Building’s rentable square feet throughout such calendar year (hereinafter the " Grossed Up Operating Expenses "), and such amount shall be the Operating Expenses for such calendar year. Landlord’s good faith estimate of Grossed Up Operating Expenses shall not be subject to challenge or recalculation by Tenant, except as otherwise set forth in Section 4.2(h) .  Tenant’s Share of Operating Expense increases shall be determined in accordance with the following provisions:

(a)           " Tenant’s Share " is defined as the percentage set forth in Section 1.17 , which percentage has been determined by dividing the Rentable Area of Premises by the Rentable Area of Building, and multiplying the resulting quotient by one hundred (100). In the event that the Rentable Area of Premises or the Rentable Area of Building changes, Tenant’s Share shall be adjusted in the year the change occurs, and Tenant’s Share for such year shall be determined on the basis of the days during such year that each Tenant’s Share was in effect.

(b)           For purposes of determining Tenant’s Share of Operating Expense increases, " Comparison Year " is defined as each calendar year during the term of this Lease after the Operating Expense Base Year. In the event of any partial Comparison Years during the Term, Tenant’s Share of the Operating Expense increases therefor shall be prorated according to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase.  For purposes of determining Tenant’s Share of Real Property Tax increases, "Comparison Year" is defined as each tax fiscal year during the term of this Lease after the Tax Base Year. Tenant’s Share of Real Property Tax increases for any partial Comparison Years during the Term shall be prorated according to that portion of such Comparison Year as to which Tenant is responsible for a share of such increase.

(c)           " Operating Expenses " shall mean, except as expressly provided herein, all costs, expenses and fees incurred by Landlord in connection with or attributable to the Property, including but not limited to, the following items: (i) all costs, expenses and fees associated with or attributable to the ownership, management, operation, repair, maintenance, improvement, alteration and replacement of the Property, or any part thereof, including but not limited to, the following: (A) all surfaces, coverings, decorative items, carpets, drapes, window

9

coverings, parking areas, loading and unloading areas, trash areas, roadways, sidewalks, stairways, landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; (B) all heating, ventilating and air conditioning equipment ("HVAC"), plumbing, mechanical, electrical systems, life safety systems and equipment, telecommunication equipment, elevators, escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair; (ii) the cost of trash disposal, janitorial services and security services and systems; (iii) the cost of all insurance purchased by Landlord pursuant to Section 8 of this Lease, including any deductibles; (iv) the cost of water, sewer, gas, electricity, and other utilities available at the Property and paid by Landlord; (v) the cost of labor, salaries and applicable fringe benefits incurred by Landlord with respect to the Property; (vi) the cost (purchase or rental) of materials, supplies and tools used in operating, managing, maintaining, repairing and/or cleaning the Property; (vii) the cost of reasonable accounting fees, management fees, legal fees and consulting fees attributable to the ownership, operation, management, maintenance and repair of the Property plus the cost of any space at the Property occupied by the property manager, provided that if the Property is managed by Landlord or an affiliate of Landlord, the management fee so included in Operating Expenses shall not exceed an amount equal to four percent (4%) of the gross rental receipts of the Property (excluding for this purpose capital expenses, Landlord’s markups and amounts separately reimbursed by tenants); (viii) the cost of replacing, modifying and/or adding improvements or equipment mandated by any law, statute, regulation or directive of any governmental agency and any repairs, disposals or removals necessitated thereby (including, but not limited to, the cost of complying with the Americans With Disabilities Act), so long as the cost is not incurred to cure a violation of such requirement that existed on the date of this Lease; (ix) payments made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the payment or sharing of costs among property owners; (x) any business property taxes or personal property taxes imposed upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Property; (xi) the cost of all business licenses, any gross receipt taxes based on rental income or other payments received by Landlord, commercial rental taxes or any similar taxes or fees; (xii) all costs and expenses associated with or related to the implementation or support by Landlord of any vanpool or other traffic management or transportation demand management or similar program, such as but not limited to the 128 Business Council or LEXPRESS, if and to the extent required by any governmental agency or board, or if Landlord is subsidizing such cost for tenants of the Property; (xiii) fees assessed by any air quality management district or other governmental or quasi-governmental entity regulating pollution; and (xiv) the cost of any other service provided by Landlord to all tenants of the Building or any cost that is elsewhere stated in this Lease to be an Operating Expense. With respect to the foregoing subparagraphs (i) - (xiv), if any such costs associated therewith relate to other properties of Landlord, such costs shall be allocated by Landlord among the Property and such other properties.

(d)           Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Landlord is otherwise reimbursed by any third party or by insurance proceeds.  The following costs and expenses shall also be excluded from the definition of "Operation Expenses" for purposes of this Lease:

• • (i)            Repairs or other work occasioned by fire, windstorm or other casualty to the extent that Landlord is reimbursed by insurance or would have been

10

• • reimbursed if Landlord had carried insurance specifically required of landlord under Section 8 below (but the amount of any deductible paid shall be included),

    (ii)           Leasing commissions, attorneys’ fees, accountant’s fees, costs and disbursements and other expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants, or associated with the enforcement of any leases;

    (iii)          Costs (including permit, license and inspection fees) incurred in renovating or otherwise improving or decorating, painting, or redecorating space for new tenants or existing tenants in connection with extensions of the terms of their respective tenancies;

    (iv)          Depreciation and amortization on the Building (except that the foregoing shall not limit Landlord’s rights to amortize certain capital expenses as provided in Subsection 4.2(e) below);

    (v)           expenses for the repair, maintenance or operation of any parking garage (including without limitation salaries and benefits of attendants, and the cost utilities) to the extent that Landlord receives separately stated income from such parking garage;

    (v)           Costs (including the amortization thereof) of any repairs, improvements, alterations, or equipment that would be properly classified as a capital expenditure according to generally accepted accounting principles, except as otherwise expressly included in the definition of "Operating Expenses" under Subsection 4.2(e) below;

    (vii)         Costs of services provided free of direct charge to other tenants but not offered free of direct charge to Tenant;

    (viii)        Costs incurred to remedy any violation of the terms and conditions of any lease or any governmental law or regulation, which violation existed on the date of this Lease, as determined by written admission, stipulation, final judgment, or arbitration award, except to the extent that such costs reflect costs that would have been incurred by Landlord absent such violation;

    (ix)           Overhead and profit increment paid to Landlord or its subsidiaries or affiliates for management or other services on or to the Property or for supplies or other materials, to the extent that the costs of such materials, services, or supplies exceed the costs normally payable for like services, supplies or materials provided by unaffiliated parties on a competitive basis (taking into account the market factors in effect on the date any relevant contracts were negotiated) in comparable office buildings in the greater Route 128/Route 2 office market;

    (x)            Principal, interest or other financing charges (including points and fees) on debt secured by any mortgages or deeds of trust;

    (xi)           Landlord’s general corporate overhead and general administrative expenses unrelated to the Property;

11

• • (xii)          The cost of any work required in order to rectify design and/or construction defects and bring the Building into compliance with building and safety code requirements applicable to the Building at the time of its construction;

    (xiii)         Advertising and promotional expenditures for leasing space at the Property;

    (xiv)        Costs for purchasing paintings, sculpture, and other objects of "fine art" that would be considered unusually or unreasonably expensive in comparison with that found in other first-class suburban office parks and buildings in the Route 2/Route 128 office market (provided, however, that the cost of customary and reasonable artwork, wall hangings and decorations, and the reasonable costs of installing, protecting, and maintaining any such items of artwork, may be included in "Operating Expenses");

    (xv)         The costs and expenses incurred by Landlord in operating any retail stores, hotels or similar amenities in the Building;

    (xvi)        Any compensation paid to clerks, attendants, or to other persons in commercial concessions operated by Landlord;

    (xvii)       Rental under any ground lease or underlying lease;

    (xviii)      The cost of abating, removing, remediating, or cleaning up any unlawful levels of asbestos or other Hazardous Materials, except that Operating Expenses may include the costs attributable to those actions taken by Landlord to comply with any environmental requirements in connection with the ordinary operation and maintenance of the Property; and

    (xix)         Reserves.

(e)           If the cost incurred in making a capital improvement or replacing (as opposed to repairing) any capital equipment is either (i) required to meet the requirements of any applicable laws, codes, ordinances or regulations, or (ii) reasonably deemed by Landlord to be likely to reduce Operating Expenses or to increase the operating efficiency of the Building, consistent with sound property management practices and procedures and, in either case such cost is not fully deductible as an expense in the year incurred in accordance with generally accepted accounting principles, the cost shall be amortized in accordance with generally accepted accounting principles over the useful life of the capital improvement or equipment, as reasonably determined by Landlord, together with a reasonable interest factor on the unamortized cost of such item. In no event shall the expiration or earlier termination of the Term of this Lease shorten the useful life of any such improvement or replacement. Any costs described in clause (i) above shall not include any cost necessary to cure a violation of such laws, codes, ordinances or regulations that existed on the date hereof. The cost of any capital repairs shall also be amortized according to the foregoing provisions.

(f)            Real Property Taxes shall be paid in accordance with Section 10 below and shall not be included in Operating Expenses.

(g)           Tenant’s Share of Operating Expense increases shall be payable by Tenant within twenty (20) days after a reasonably detailed statement of actual expenses is presented to

12

Tenant by Landlord.  At Landlord’s option, however, Landlord may, from time to time, estimate what Tenant’s Share of Operating Expense increases will, and the same shall be payable by Tenant in monthly installments during each Comparison Year of the Lease Term, on the same day as the Base Rent is due hereunder.  In the event that Tenant pays Landlord’s estimate of Tenant’s Share of Operating Expense increases, Landlord shall use its best efforts to deliver to Tenant within one hundred eighty (180) days after the expiration of each Comparison Year a reasonably detailed statement showing Tenant’s Share of the actual Operating Expense increases incurred during such year.  Landlord’s failure to deliver the statement to Tenant within said period shall not constitute Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights hereunder.  If Tenant’s payments under this Section 4.2(f) during said Comparison Year exceed Tenant’s Share as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant’s Share of Operating Expense increases next falling due (or refund within thirty (30) days the amount of such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord).  If Tenant’s payments under this Section 4.2(f) during said Comparison Year were less than Tenant’s Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of said statement. Landlord agrees that Tenant shall not be responsible to pay any amounts due on account of Operating Expenses that are not billed by Landlord to Tenant within two (2) years after the last day of the Comparison Year in which such Expenses were incurred, or if later, within two (2) years after the date on which any third-party costs are billed to Landlord (including corrections or revisions to billings previously sent to Landlord). Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the last Comparison Year for which Tenant is responsible for Operating Expense increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year; and this provision shall survive the expiration or earlier termination of the Lease.

                                (h)           Provided there then exists no Event of Default on the part of Tenant hereunder, if Tenant shall so request within sixty (60) days after receipt of any statement presented by Landlord hereunder, and upon reasonable advance written notice from Tenant, Landlord shall permit Tenant, at Tenant’s expense and during normal business hours, to review Landlord’s ledger and supporting records relating to Operating Expenses for the Comparison Year in respect of which such statement was prepared for the purpose of verifying any accounting that Landlord is required to give hereunder. Any third party agent retained by Tenant to perform such a review shall have expertise in and familiarity with general industry practice with respect to the operation of and accounting for a first class office building and such agent’s compensation shall in no way be contingent upon or correspond to the financial impact on Tenant resulting from the review. In making any such examination, Tenant agrees, and shall cause its auditors, accountants and any other employees, agents or contractors having access to such information to agree, to keep strictly confidential (i) any and all information contained in such records, and (ii) the circumstances and details pertaining to such examination, including without limitation the nature of any dispute in respect of Operating Expenses and the nature or details of any settlement thereof; and Tenant will confirm and cause its auditors, accountants, employees, agents and contractors to confirm such agreement in writing, if so requested by Landlord, prior to such examination. Landlord’s accounting shall be binding and conclusive upon Tenant unless, (i) Tenant has within such 60-day period, advised Landlord of Tenant’s desire to review Landlord’s records, and (ii) within thirty (30) days after completion of such

13

review, Tenant shall notify Landlord in writing that Tenant disputes the correctness of such accounting, specifying the particular respects in which the accounting is claimed to be incorrect. If such dispute has not been resolved by agreement within thirty (30) days after Tenant’s notice of such dispute, then Tenant may, within ten (10) days after the expiration of such 30-day period, submit the matter to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, except that there shall be only one arbitrator, who shall have had at least ten (10) years’ experience as a certified property manager in buildings similar to the Building and in the same general location and market, and who has not at any time been employed by either party hereto or any affiliate of either party. Such arbitrator shall be reasonably agreed upon by Landlord and Tenant, in good faith, upon receipt of Tenant’s submission, and the fees of such arbitrator shall be paid by Tenant (subject to reimbursement as provided below). If the parties are unable within ten (10) business days to agree on an acceptable arbitrator, either party may request that the then president of the Real Estate Finance Association of the Greater Boston Real Estate Board designate an arbitrator meeting the qualifications herein. If Tenant shall fail to submit the matter to arbitration within such 10-day period, then the accounting shall be conclusively deemed to be correct. Pending resolution by agreement or arbitration, and as a condition to Tenant’s rights hereunder, Tenant shall continue to make any payments claimed by Landlord to be due on account of Operating Expenses, such payment to be without prejudice to Tenant’s position. Any decision by an arbitrator shall be final and binding on the parties. If the dispute shall be resolved in Tenant’s favor, Landlord shall forthwith credit the amount overpaid by Tenant against amounts subsequently coming due on account of Operating Expenses (or refund within thirty (30) days the amount of such overpayment if the Term of this Lease has ended and Tenant has no further obligation to Landlord), and Landlord shall reimburse Tenant for the actual out-of-pocket third party costs incurred by Tenant in connection with such arbitrator. If the arbitrator shall determine that Tenant was overcharged Operating Expenses by more than five percent (5%), Landlord shall reimburse Tenant for the actual out-of-pocket third party costs reasonably paid by Tenant in connection with such review.

(i)            The computation of Tenant’s Share of Operating Expense increases is intended to provide a formula for the sharing of costs by Landlord and Tenant and will not necessarily result in the reimbursement to Landlord of the exact costs it has incurred.

5.             Security Deposit .  (a)  Tenant shall deliver to Landlord at the time of execution of this Lease by Tenant the security deposit set forth in Section 1.16 as security for Tenant’s faithful performance of Tenant’s obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder, and such failure continues beyond the expiration of applicable notice and grace periods, or otherwise defaults with respect to any provision of this Lease, which default continues beyond the expiration of applicable notice and grace periods, Landlord may (but shall have no obligation to) use all or any portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby.  Provided that (i) Tenant has properly elected to exercise its option to extend the Term of this Lease for the Extended Term as provided in Section 27 , and as of the first day of the Extended there exists no Event of Default on the part of Tenant under this Lease (nor any event or circumstance which, with the giving of notice or the passage of time, would constitute an Event of Default) and this Lease is then in full force and effect, then Tenant shall be entitled to reduce the face amount of the security deposit (or the letter of credit referred to below) as of

14

the first day of the Extended Term to an amount equal to two (2) months’ Base Rent (at the rate in effect for the first year of the Extended Term), and (unless the Landlord has then elected to keep the security deposit in the form of cash) Landlord shall accept a substitute letter of credit for such reduced amounts or an endorsement to the then existing letter of credit. If Landlord so uses or applies all or any portion of the security deposit hereunder, Tenant shall within twenty (20) days after written demand therefor deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount. Landlord shall not be required to keep said security deposit separate from its general accounts. If Tenant performs all of Tenant’s obligations hereunder, said deposit, or so much thereof as shall not then have been applied by Landlord, shall be returned, without payment of interest or other amount for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest hereunder) within a reasonable time after the expiration of the Term hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain an amount reasonably calculated to be sufficient to pay any final amount of Taxes or Operating Expenses for the Comparison Year in which the Term ends, provided that the amount so retained shall not exceed 107% of the Tenant’s actual share of Taxes and Operating Expenses for the immediately prior Comparison Year. No trust relationship is created herein between Landlord and Tenant with respect to said security deposit. Tenant acknowledges that the security deposit is not an advance payment of any kind or a measure of or limit on Landlord’s damages in the event of Tenant’s default. Any application of the security deposit by Landlord shall be without prejudice to any other right or remedy. If Landlord conveys Landlord’s interest under this Lease, the security deposit, or any part thereof not previously applied, may be turned over by Landlord to Landlord’s grantee, and, if so turned over, Tenant agrees to look solely to such grantee for proper application of the security deposit in accordance with the terms of this Section 5 , and the return thereof in accordance herewith. The holder of a mortgage shall not be responsible to Tenant for the return or application of any such deposit, whether or not it succeeds to the position of Landlord hereunder, unless such deposit shall have been received in hand by such holder. Tenant hereby waives the provisions of any law which is inconsistent with this Section 5 .

(b)           Landlord and Tenant agree that, instead of a cash security deposit, Tenant will satisfy the security deposit requirement under this Lease by delivering to Landlord, upon execution of this Lease by Tenant, a clean irrevocable standby letter of credit in favor of Landlord in the amount of the security deposit referred to in Section 1.16 .  Any such letter of credit shall be drawn on a Massachusetts or New York bank having offices in Boston, Massachusetts reasonably approved by Landlord from time to time, and shall be in form and substance reasonably acceptable to Landlord.  In the event of a material adverse change in the financial position of any bank which has issued a letter of credit hereunder, Landlord reserves the right, on any scheduled expiration or renewal date of any such letter (or immediately, in the event that Landlord reasonably determines that the condition of the issuing bank is in imminent danger of insolvency), to request that Tenant change the issuing bank to another bank reasonably approved by Landlord. Regardless of whether Landlord shall have previously requested that Tenant change issuing banks, if the bank on which the original letter of credit or any replacement letter is drawn is declared insolvent or placed into conservatorship or receivership, Tenant shall, within 20 days thereafter, replace the then-outstanding letter of credit with a like letter of credit from another bank acceptable to Landlord. In the event of a reduction in the required amount of the security deposit pursuant to paragraph (a) hereof, Tenant shall obtain and deliver to Landlord (at Tenant’s expense) an endorsement to the then-existing letter of credit reflecting such

15

reduction in amount or a substitution thereof. The letter of credit shall in all events be assignable by Landlord to any successor without cost or charge to Landlord.

(c)           The letter of credit shall contain a so-called "Evergreen" clause, whereby the issuing bank agrees to automatically extend the term of the letter of credit from year to year throughout the Initial Term and any Extended Term, with a final expiry date no sooner than thirty (30) days beyond the Initial Term (or any Extended Term, as the case may be) unless, not less than sixty (60) days prior to the date on which the letter would expire absent such extension, the issuing bank gives written notice to Landlord, by commercial overnight delivery or by certified or registered mail, of non-extension.  In the event of notice from the issuing bank of non-extension, Tenant shall, not later than twenty (20) business days prior to the date on which the outstanding letter shall expire without extension, obtain a replacement letter of credit from a Massachusetts or New York bank reasonably acceptable to Landlord, under all of the terms and conditions set forth above.  Upon the occurrence of any failure or default on the part of Tenant hereunder, Landlord may at its election draw all or a portion of the letter of credit, and within twenty (20) days Tenant shall cause the issuing bank to replenish the letter of credit to the original full amount.  Upon the failure of Tenant to replace any such letter at least twenty (20) days prior to its expiration or to replenish any funds as herein required, and upon written certification thereof by Landlord to the issuing bank, Landlord may at its election draw the full amount or any part thereof, and either (x) hold, use and apply the proceeds thereof as if such proceeds were originally deposited with Landlord in cash under this Section, or (y) use such proceeds (or any excess proceeds after application) to obtain from another bank a replacement letter of credit, and the cost of such replacement shall be deducted from the available balance and reimbursed by Tenant. Tenant hereby agrees, if so requested by Landlord, to enter into a letter of credit agreement with the bank so designated by Landlord, failing which Landlord may do so in Tenant’s name and behalf.  The order in which Landlord applies the proceeds of the cash security deposit and the proceeds of the letter of credit shall be determined by Landlord from time to time in its sole discretion.

(d)           From and after the time at which Landlord shall have drawn all or any portion of the proceeds of such a letter of credit, Landlord shall have the right from time to time without prejudice to any other remedy Landlord may have on account thereof, to apply such proceeds, or any part thereof, to Landlord’s damages arising from any then existing or subsequently occurring default by Tenant hereunder.  While Landlord holds any unapplied proceeds, Landlord may commingle the same as hereinabove provided, and shall not be required to pay interest thereon.  There then existing no Event of Default by Tenant hereunder (nor any event or circumstance which, with the giving of notice or the passage of time, or both, would constitute an Event of Default), at the expiration of the Term of this Lease and delivery of the Premises to Landlord in accordance herewith and payment of all amounts then due and coming due, Landlord shall return to Tenant the proceeds thereof (or, if not drawn upon, any letter of credit), or so much thereof as shall not have theretofore been applied or returned in accordance with the terms of this Section, within a reasonable time after the expiration of the Term hereof, and after Tenant has vacated and delivered the Premises as required hereunder. Landlord may retain an amount (to be in the form of a letter of credit or cash, at Tenant’s election) reasonably calculated by Landlord (taking into account information then available for prior years) to be sufficient to pay any final amount of Taxes or Operating Expenses for the Comparison Year in

16

which the Term ends, provided that the amount so retained shall not exceed 107% of the Tenant’s actual share of Taxes and Operating Expenses for the immediately prior Comparison Year.  If Landlord conveys Landlord’s interest under this Lease, the proceeds (or, if not drawn upon, any letter of credit), or any part thereof not previously applied, may be turned over or endorsed by Landlord to Landlord’s grantee, and, if actually turned over, Tenant agrees to look solely to such grantee for proper application of the proceeds in accordance with the terms of this Section, and the return thereof in accordance herewith.  The holder of a mortgage shall not be responsible to Tenant for the return of any letter of credit or application of any such proceeds, whether or not it succeeds to the position of Landlord hereunder, unless such proceeds or letter of credit shall have actually been received by such holder.

6.             Permitted Use.

                6.1          Permitted Use .  The Premises shall be used and occupied only for the Permitted Use set forth in Section 1.9 and for no other purpose.  If Section 1.9 gives Tenant the right to use the Premises for general office use, by way of example and not limitation, general office use shall not include medical or dental office use or any similar use, offices of a governmental agency or authority, clinic or laboratory use, classroom use, or any other use not characterized by applicable zoning and land use restrictions as general office use, or any use which would require Landlord or Tenant to obtain a conditional use permit, special permit or variance from any federal, state or local authority. Notwithstanding any Permitted Use set forth in Section 1.9 , Tenant shall not use the Premises for any purpose that would violate the Building’s certificate of occupancy, any conditional use permit, special permit or variance applicable to the Property or violate any covenants, conditions or other restrictions applicable to the Building or the Property.  No exclusive use has been granted to Tenant hereunder.

                6.2          Compliance with Law .  Except as otherwise set forth below, Tenant shall, at Tenant’s sole expense, promptly comply with all applicable laws and ordinances, governmental rules, regulations, and orders, certificates of occupancy, conditional use or other permits, variances, covenants and restrictions of record, the reasonable recommendations of Landlord’s engineers or other consultants, and all requirements of any fire insurance underwriters, rating bureaus or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in policy from that now existing, during the Term or any part of the Term hereof, relating in any manner to the Premises and the occupation and use by Tenant of the Premises ( i.e. , a use giving rise to legal or other requirements other than those applicable to commercial business offices generally).  Except as otherwise set forth below, Tenant shall, at Tenant’s sole expense, comply with those requirements of the Americans With Disabilities Act that relate to the Premises or to Tenant’s specific use of the Premises (or that apply by reason of any work performed in the Premises by Tenant or the special needs of any employee, agent, contractor or invitee of Tenant), and with all federal, state and local laws and regulations governing occupational safety and health.  Tenant shall conduct its business and use the Premises in a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create waste or a nuisance or shall tend to disturb other occupants of the Building.  Tenant shall obtain, at its sole expense, any permit or other governmental authorization required to operate its business from the Premises. Landlord shall not be liable for the failure of any other tenant or person to abide by the requirements of this Section 6 or to otherwise comply with applicable laws and regulations and, to the extent permitted by law,

17

Tenant shall not be excused from the performance of its obligations under this Lease due to such a failure. Notwithstanding any of the foregoing to the contrary, Tenant shall not be required to make any alterations, modifications, renovations, additions or improvements to the Premises that are mandated by such laws, regulations or insurance requirements for all buildings of the nature of the Building generally, except to the extent that such requirements would not have been applicable (or that such work would not have been required) but for any act, omission of, or special requirements of, Tenant or its agents, employees, contractors or invitees as aforesaid. Such alterations, modifications, renovations, additions or improvements shall be Landlord’s responsibility at Landlord’s cost and expense (provided that the same may be included in Operating Expenses). Furthermore, Landlord shall be responsible for the cost of correcting or changing any system or structural element of the Property, including the Premises, the need for which arises solely from a violation of any governmental law or regulation, if such violation existed on the date of this Lease, as determined by written admission, stipulation, final judgment, or arbitration award.

                6.3          Condition of Premises. Tenant hereby accepts the Premises and the Building in their condition existing as of the date this Lease is executed by Landlord and Tenant, subject to all applicable federal, state and local laws, ordinances, regulations and permits governing the use of the Premises, the Building’s certificate of occupancy, any applicable permits, approvals or variances, and any easements, covenants or restrictions affecting the use of the Premises or the Property.  Tenant acknowledges that it has satisfied itself by its own independent investigation that the Premises and the Property are suitable for its intended use, and that neither Landlord nor Landlord’s agents has made any representation or warranty as to the present or future suitability of the Premises, or the Building or the Property for the conduct of Tenant’s business.

7.             Maintenance, Repairs and Alterations.

                7.1          Landlord’s Obligations.   (a)  Landlord shall keep the Building and Common Areas (including the parking areas, walkways, driveways, landscaping and exterior lighting, structures, floors, subfloors, slabs, glass, ceilings, common or party walls, as well as the roof and exterior of the Building, and the plumbing, heating, lighting and other building standard electrical equipment, ventilating equipment, air conditioning equipment, and the elevators or escalators and life safety systems, but excluding the interior of the Premises and space leased to other occupants of the Building) in good condition and repair.  If Tenant becomes aware that plumbing, pipes, electrical wiring, or HVAC ducts or vents within the Premises (that are not part of any separate system or equipment installed by or for Tenant) are in need of repair, Tenant shall notify Landlord promptly upon becoming aware of the same, and Landlord shall cause the repairs to be completed within a reasonable time and the cost thereof shall be included in Operating Expenses.  Except as provided in Section 9.3 , there shall be no abatement of rent or liability to Tenant on account of any injury or interference with Tenant’s business with respect to any improvements, alterations or repairs made by Landlord to the Property or any part thereof. To the extent permitted by law, and except as expressly provided in paragraph (b) below, Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease because of Landlord’s failure to keep the Property in good order, condition and repair.  Landlord shall never be liable for any failure to make repairs which Landlord has undertaken to make under the provisions of this Section 7.1 or elsewhere in this Lease, unless Tenant has given notice to

18

Landlord of the need to make such repairs, and Landlord has failed to commence to make such repairs within thirty (30) days after receipt of such notice (provided that, in the case of any failure posing an imminent threat to Tenant’s property or to the safety of occupants, Tenant shall so advise Landlord and such 30-day period will be shortened to that which is commercially reasonable under the particular circumstances), or fails thereafter to proceed with reasonable diligence to complete such repairs.

(b)  If (i) Landlord fails to make any repair to the Premises after receipt of notice of the need therefor and within the time period described in paragraph (a) above, and (ii) as a result of such failure there is interference with Tenant’s ability to use the Premises for the reasonable conduct of Tenant’s business, and (iii) such failure to repair involves only an area within the Premises and does not involve the structure of the Building or any of the electrical, mechanical or plumbing systems in the Building that serve areas other than the Premises, then Tenant may give Landlord a second notice of such failure and stating that Tenant intends to cure such failure. A copy of such notice shall be delivered to Landlord’s managing agent (in addition to any other parties required hereunder), and the envelope in which any such notice or copy is delivered shall be marked in prominent lettering "NOTICE OF FAILURE — IMMEDIATE RESPONSE REQUIRED." If Landlord shall fail to advise Tenant within five (5) additional business days after receipt of such notice that Landlord has commenced to restore such services or utilities, then Tenant may (as its sole remedy) commence and thereafter diligently pursue the same to completion (provided that, in the case of any failure posing an imminent threat to Tenant’s property or to the safety of occupants, Tenant shall so advise Landlord and Tenant shall not be required to wait for such additional 5-day period before commencing repairs). Tenant shall undertake any such work using qualified contractors and suppliers, and in complete accordance with all applicable laws, codes and ordinances. Once Tenant commences such restoration, Tenant shall not discontinue or abandon the same without Landlord’s consent, which shall not be unreasonably withheld. Landlord shall reimburse Tenant for the actual and reasonable out-of-pocket cost to Tenant of completing such restoration, within thirty (30) days after receipt from Tenant of invoices evidencing the same. Tenant shall in no event have the right to deduct or offset any such amounts from payments of rent, additional rent or any other amount payable by Tenant under this Lease.

7.2          Tenant’s Obligations.

(a)           Subject to Landlord’s maintenance and repair obligations set forth in Section 7.1 , and to the requirements of Section 7.3 , Tenant shall be responsible for keeping the Premises in good condition and repair, at Tenant’s sole expense.  By way of example, and not limitation, Tenant shall be responsible, at Tenant’s sole expense, for repairing and/or replacing carpet, marble, tile or other flooring, paint, wall coverings, corridor and interior doors and door hardware, telephone and computer equipment, interior glass, window treatments, ceiling tiles, shelving, cabinets, millwork and other tenant improvements made by or for Tenant.  In addition, Tenant shall be responsible for the installation, maintenance and repair of all of Tenant’s required telephone, computer, and related cabling from the telephone terminal room on the floor on which the Premises is located to and throughout the Premises, and Tenant shall be responsible for any loss, cost, damage, liability and expense (including without limitation reasonable attorneys’ fees) arising out of or related to the installation, maintenance, repair and replacement of such cabling.  If Tenant fails to keep the Premises in good condition and repair, Landlord may,

19

but shall not be obligated to, make any necessary repairs.  If Landlord makes such repairs, Landlord may bill Tenant for the cost of the repairs as additional rent, and said additional rent shall be payable by Tenant within thirty (30) days after receipt of Landlord’s invoice therefor.

(b)           On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender the Premises, together with any Alterations made by Tenant in accordance with this Lease and which Tenant is not obligated to remove pursuant to Section 7.3 , to Landlord in the condition in which Tenant is required to keep the Premises pursuant to Section 7.2(a) , ordinary wear and tear and damage by fire or other casualty excepted, clean and free of debris and Tenant’s personal property.  Tenant shall repair any damage to the Premises occasioned by the installation or removal of Tenant’s personal property, trade fixtures, furnishings and equipment and any Alterations that Landlord requires Tenant to remove pursuant to Section 7.3 .  Unless Landlord otherwise requires pursuant to Section 7.3 , Tenant shall leave the electrical distribution systems, plumbing systems, lighting fixtures, HVAC ducts and vents, window treatments, wall coverings, carpets and other floor coverings, doors and door hardware, millwork, ceilings and other tenant improvements at the Premises and in good condition, ordinary wear and tear and damage by casualty excepted. The parties hereby acknowledge and agree that, except with respect to specialty items or features such as extensive glazed partitions, Tenant shall not be obligated to remove any portion of the Landlord’s Work from Premises upon the expiration or earlier termination of the Lease. Notwithstanding the foregoing, Tenant shall not pull or otherwise remove any computer network cabling, telephone cabling or similar items which Tenant has installed in the Premises, without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed.  In the event of any such removal, Tenant shall repair any damage to the Premises occasioned thereby.

7.3          Alterations and Additions.

(a)           Except as provided herein, Tenant shall not, without Landlord’s prior written consent, make any alterations, improvements, additions, utility installations or repairs (hereinafter collectively referred to as "Alterations") in, on or about the Premises or the Property.  Alterations shall include, but shall not be limited to, the installation or alteration of security or fire protection systems, communication systems, millwork, shelving, file retrieval or storage systems, carpeting or other floor covering, window and wall coverings, electrical distribution systems, lighting fixtures, telephone or computer system wiring, HVAC and plumbing. Landlord agrees that its consent shall not be unreasonably withheld, conditioned or delayed as to non-structural Alterations proposed by Tenant that do not affect the electrical, mechanical or plumbing systems of the Building or the Premises. As to Alterations for which Landlord’s consent is given hereunder, if Tenant so requests at the time of its request for consent, Landlord shall, at the time of giving such consent, advise Tenant as to whether Landlord will require the removal of such Alterations and the restoration of the Premises and the Building to their prior condition at the expiration or earlier termination of this Lease, such removal and restoration to be at Tenant’s expense. As to any other Alterations, at the expiration of the Term, Landlord may require the removal of any Alterations installed by Tenant and the restoration of the Premises and the Building to their prior condition, at Tenant’s expense.  If, as a result of any Alteration made by Tenant, Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation and such compliance requires Landlord to make any improvement or alteration to any portion of the Building, as a condition to Landlord’s consent, Landlord shall

20

have the right to require Tenant to pay to Landlord prior to the construction of any Alteration by Tenant, the entire cost of any improvement or alteration Landlord is obligated to complete by such law or regulation.  With respect to any Alterations for which Landlord’s approval is required, Tenant shall reimburse Landlord for the actual and reasonable overhead and other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction of the Alterations.  Should Landlord permit Tenant to make such Alterations, Tenant shall use only such contractor as has been expressly approved by Landlord, which approval shall not be unreasonably withheld, and with respect to any Alterations (or any group or series of related alterations comprising one project) costing twenty-five thousand dollars ($25,000) or more, Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic’s and materialmen’s liens and to insure completion of the work.  Should Tenant make any Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any time during the term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition it was in prior to the making of the Alterations.  In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement of any work, "builder’s all risk" insurance in an amount reasonably approved by Landlord and workers compensation insurance.

(b)           Any request for Landlord’s consent to Alterations in or about the Premises that Tenant shall desire to make shall be presented to Landlord in written form, with plans and specifications which are sufficiently detailed to obtain a building permit (if and to the extent necessary in light of the Alterations being proposed).  If Landlord consents to an Alteration, the consent shall be deemed conditioned upon Tenant acquiring a building permit (if necessary) and any other licenses, permits, approvals or authorizations required therefor from the applicable governmental agencies, furnishing copies thereof to Landlord prior to the commencement of the work, and compliance by Tenant with all conditions of said permits, licenses, approvals and authorizations in a prompt and expeditious manner. Tenant shall provide Landlord with as-built plans and specifications for any Alterations made to the Premises.

(c)           Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic’s or materialmen’s lien against the Premises or the Building, or any interest therein.  If Tenant shall, in good faith, contest the validity of any such lien, Tenant shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to not less than one and one half (1½) times the amount of such contested lien claim indemnifying Landlord against liability arising out of such lien or claim.  Such bond shall be sufficient in form and amount to free the Property from the effect of such lien.  In addition, Landlord may require Tenant to pay Landlord’s reasonable attorneys’ fees and costs in participating in such action.

(d)           Tenant shall give Landlord not less than ten (10) days’ advance written notice prior to the commencement of any work in the Premises by Tenant, and Landlord shall have the right to post notices of non-responsibility in or on the Premises or the Property.

(e)           All Alterations (whether or not such Alterations constitute trade fixtures of Tenant) which may be made to the Premises by Tenant shall be paid for by Tenant, at Tenant’s

21

sole expense, and shall be made and done in a good and workmanlike manner and with new materials reasonably satisfactory to Landlord, and such Alterations shall be the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the Lease Term, unless Landlord requires their removal pursuant to Section 7.3(a) . Tenant’s personal property and equipment, other than that which is affixed to the Premises so that it cannot be removed without material damage to the Premises or the Property, shall remain the property of Tenant and may be removed by Tenant subject to the provisions of Section 7.2(b).

                7.4          Failure of Tenant to Remove Property.   If this Lease expires or is otherwise terminated, and Tenant fails to remove its property as required by Section 7.2(b) , in addition to any other remedies available to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may remove any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant. If such property is not claimed within thirty (30) days, Landlord may at its option dispose of the same in any manner Landlord in its sole discretion deems appropriate. All of Landlord’s costs and expenses of removal and storage (and other amounts owed by Tenant to Landlord) shall be paid by Tenant within thirty (30) days after Tenant’s receipt of an invoice therefor, and any proceeds realized by Landlord may be applied to Landlord’s costs and expenses and other amounts owed by Tenant to Landlord.

8.             Insurance.

8.1          Insurance-Tenant.

(a)           Tenant shall obtain and keep in force during the Term of this Lease a commercial general liability policy of insurance with coverages reasonably acceptable to Landlord, which shall without limitation protect Tenant and Landlord, any lender of Landlord and such other persons as Landlord may reasonably request as additional insureds, against claims for bodily injury, personal injury and property damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $2,000,000 per occurrence with an "Additional Insured-Managers and Landlords of Premises Endorsement" and contain the "Amendment of the Pollution Exclusion" for damage caused by heat, smoke or fumes from a hostile fire.  The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease (as the same may be amended or modified from time to time) as an "insured contract."

(b)           Tenant shall obtain and keep in force during the term of this Lease "special form" property insurance with coverages acceptable to Landlord, in Landlord’s sole discretion. Said insurance shall be written on a one hundred percent (100%) replacement cost basis on Tenant’s personal property, all tenant improvements installed at the Premises by Landlord or Tenant, Tenant’s trade fixtures and other property.  Such policies shall provide protection against any peril included within the classification "fire and extended coverage," or "special form coverage" against vandalism and malicious mischief, theft, sprinkler leakage, earthquake damage and flood damage.  If this Lease is terminated as the result of a casualty in accordance with Section 9 , the proceeds of said insurance attributable to the replacement of all tenant improvements at the Premises shall be paid to Landlord.

22

(c)           Tenant shall, at all times during the term hereof, maintain in effect workers’ compensation insurance as required by applicable law and business interruption and extra expense insurance satisfactory to Landlord.

(d)           From time to time, upon not less than thirty (30) days prior written notice to Tenant, Landlord may require Tenant to carry such additional insurance or higher coverage amounts as landlords of comparable buildings in the geographical area of the Property are requiring of their tenants.

(e)           Tenant shall have the right to provide its required insurance coverage pursuant to blanket policies obtained by the Tenant.

8.2          Insurance-Landlord.

(c)           Landlord shall obtain and keep in force a policy of general liability insurance providing coverage to Landlord with respect to liability arising out of the ownership, operation and management of the Property.

(d)           Landlord shall also obtain and keep in force during the Term of this Lease a commercially reasonable policy or policies of insurance covering loss or damage to the Property (excluding any alterations or improvements made by Tenant).  The terms and conditions of said policies and the perils and risks covered thereby shall be determined by Landlord, from time to time, in Landlord’s sole discretion.  In addition, at Landlord’s option, Landlord shall obtain and keep in force, during the term of this Lease, a policy of rental interruption insurance, with loss payable to Landlord, which insurance shall, at Landlord’s option, also cover all Operating Expenses.  At Landlord’s option, Landlord may obtain insurance coverages and/or bonds related to the operation of the parking areas. In addition, Landlord shall have the right to obtain such additional insurance as is customarily carried by prudent and sophisticated owners or operators of other comparable office buildings in the geographical area of the Property.  Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no right to any proceeds therefrom.  The policies purchased by Landlord shall contain such deductibles as Landlord may reasonably determine.  In addition to amounts payable by Tenant in accordance with Section 4.2 , Tenant shall pay any increase in the property insurance premiums for the Property over what was payable immediately prior to the increase to the extent the increase is specified by Landlord’s insurance carrier as being caused by the nature of Tenant’s occupancy or any act or omission of Tenant.

8.3          Insurance Policies.   Tenant shall deliver to Landlord certificates evidencing the issuance and validity of the insurance policies required under Section 8.1 not later than fifteen (15) days prior to the Commencement Date of this Lease, and Landlord shall have the right, upon request, to receive the actual policies in order to verify that the terms and conditions of said policies conform to the requirements hereof.  Tenant’s insurance policies shall not be cancelable or subject to reduction of coverage or other modification except after thirty (30) days prior written notice to Landlord.  Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord with certificates evidencing renewal thereof.  Tenant’s insurance policies shall be issued by insurance companies authorized to do business in the state in which the Property is located, and said companies shall maintain during the policy term a "General Policyholder’s Rating" of at least A-X (or such other rating as may be required by any lender

23

having a lien on the Property) as set forth in the most recent edition of "Best Insurance Reports."  All insurance obtained by Tenant shall be primary to and not contributory with any similar insurance carried by Landlord, whose insurance shall be considered excess insurance only.  Landlord, and at Landlord’s option, the holder of any mortgage or deed of trust encumbering the Building and any person or entity managing the Building on behalf of Landlord, shall be named as an additional insured on all insurance policies Tenant is obligated to obtain by Section 8.1 above.  Tenant’s insurance policies shall not include deductibles in excess of Five Thousand Dollars ($5,000).

8.4          Waiver of Claims and Subrogation.   Landlord waives any and all rights of recovery against Tenant for or arising out of damage to, or destruction of, the Property.  Landlord’s waiver shall not relieve Tenant from liability under Section 21 below except to the extent Landlord’s insurance company actually satisfies Tenant’s obligations under Section 21 in accordance with the requirements of Section 21 . Tenant waives any and all rights of recovery against Landlord, Landlord’s employees, agents and contractors for liability or damages if such liability or damage is covered by Tenant’s insurance policies then in force or the insurance policies Tenant is required to obtain by Section 8.1 (whether or not the insurance Tenant is required to obtain by Section 8.1 is then in force and effect), whichever is broader. Tenant’s waiver shall not relieve Landlord from liability under Section 21 below except to the extent Tenant’s insurance company actually pays or reimburses Tenant for Tenant’s loss. Each party shall cause the insurance policies it obtains in accordance with this Section 8 to provide that the insurance company consents to the foregoing waivers by the parties and that it waives all right of recovery by subrogation against the other party in connection with any liability or damage covered by any policy or policies covering the insured party.

8.5          Coverage.   Landlord makes no representation to Tenant that the limits or forms of coverage specified above or approved by Landlord are adequate to insure Tenant’s property or Tenant’s obligations under this Lease, and the limits of any insurance carried by Tenant shall not limit Tenant’s obligations or liability under any indemnity provision included in this Lease or under any other provision of this Lease.

9.             Damage or Destruction.

9.1          Effect of Damage or Destruction.   (a) If all or part of the Building is damaged by fire, earthquake, flood, explosion, the elements, riot, the release or existence of Hazardous Substances (as defined below) or by any other cause whatsoever (hereinafter collectively referred to as "damages"), but the damages are not material (as defined in Section 9.2 below), Landlord shall promptly and diligently pursue appropriate insurance claims and settlements, and following receipt of proceeds from appropriate insurance policies, Landlord shall diligently commence and complete repair of the damage to the Building within a commercially reasonable time, and this Lease shall remain in full force and effect. If all or part of the Building is destroyed or materially damaged (as defined in Section 9.2 below), Landlord shall have the right, in its sole and complete discretion, to repair or to rebuild the Building or to terminate this Lease. Landlord shall within sixty (60) days after the occurrence of such material damage or destruction notify Tenant (a " Landlord Election Notice ") in writing of Landlord’s intention to repair or to rebuild or to

24

terminate this Lease.  Except for the rent abatement referred to in Section 7.3, Tenant shall in no event be entitled to compensation or damages on account of annoyance or inconvenience in making any repairs, or on account of construction, or on account of Landlord’s election to terminate this Lease.

(b)           Notwithstanding the foregoing, if the Premises are destroyed or materially damaged as aforesaid and Landlord in good faith determines that the Premises cannot be rebuilt or repaired within two hundred seventy (270) days from the time that repair work would commence, without payment of overtime or other premiums, and such damage will render the entire Premises Untenantable during said two hundred seventy (270) day period, Landlord shall in the Landlord’s Election Notice advise Tenant thereof, and Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to terminate this Lease, such termination to be effective upon written notice to Landlord. If Landlord does not give a Landlord’s Election Notice within the 60-day period referred to in paragraph (a) above, then Tenant may give Landlord a notice of such failure, which shall clearly state that failure to give the Landlord’s Election Notice may result in a termination of this Lease.. A copy of such notice from Tenant shall be delivered to Landlord’s managing agent (in addition to any other parties required hereunder), and the envelope in which any such notice or copy is delivered shall be marked in prominent lettering "NOTICE OF FAILURE — IMMEDIATE RESPONSE REQUIRED." If the Landlord does not give a Landlord’s Election Notice within ten (10) days after the receipt of Tenant’s notice, then Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to terminate this Lease, such termination to be effective upon written notice to Landlord.  As used in this Article 9, the term "Premises" shall mean the Premises itself and such portions of the common areas and facilities of the Building as are necessary to provide reasonably safe access to the Premises and to provide those building services, such as parking facilities, utilities, elevator and HVAC service, that Landlord is required to provide hereunder. In addition, if Tenant does not so elect to terminate this Lease within such 15-day period, and if Landlord’s restoration work in the Premises is not substantially completed within two hundred seventy (270) days after the date of the occurrence of the damage or destruction (which 270-day period shall be extended (i) for such time as Landlord is prevented or delayed by acts or omissions of Tenant, or (ii) for such time as Landlord is prevented or delayed by any Force Majeure, then Tenant may again elect to terminate this Lease, any such termination to be effective on the forty-fifth (45 th ) day after written notice to Landlord of such termination (unless restoration work to the Premises is substantially completed within such 45-day period).

(c)           Subject to Section 9.3 below, if Landlord or Tenant terminates this Lease in accordance with this Section 9.1 , Tenant shall continue to pay all Base Rent, Operating Expense increases and other amounts due hereunder which arise prior to the date of termination.

9.2          Definition of Material Damage.   Damage to the Building or the Premises shall be deemed material if, in Landlord’s reasonable judgment, the uninsured cost of repairing the damage will exceed Twenty-Five Thousand Dollars ($25,000).  If insurance proceeds are available to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the damage to the Premises or the Building (subject to any applicable deductible), the damage shall be deemed material if the cost of repairing the damage exceeds One Hundred Thousand Dollars ($100,000).  Damage to the Premises or the Building shall also be deemed material if (a) the

25

Premises or the Building, as the case may be, cannot be rebuilt or repaired to substantially the same condition it was in prior to the damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of any mortgage or deed of trust encumbering the Property requires that insurance proceeds available to repair the damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the repayment of the indebtedness secured by the mortgage or the deed of trust, or (c) the damage occurs during the last twelve (12) months of the Lease Term.

9.3          Abatement of Rent.   If Landlord elects to repair damage to the Property and all or part of the Premises will be unusable or inaccessible to Tenant in the ordinary conduct of its business until the damage is repaired, Tenant’s Base Rent and Tenant’s Share of Operating Expense increases and Tenant’s Share of Real Property Taxes shall be abated until the repairs are completed in proportion to the amount of the Premises which is unusable or inaccessible to Tenant in the ordinary conduct of its business.  Notwithstanding the foregoing, there shall be no abatement of Base Rent, Tenant’s Share of Operating Expense increases or Tenant’s Share of Real Property Taxes by reason of any portion of the Premises being unusable or inaccessible for a period equal to three (3) consecutive business days or less.

9.4          Tenant’s Acts.   If such damage or destruction occurs as a result of the negligence or the intentional acts of Tenant or Tenant’s employees, agents, contractors or invitees, and the proceeds of insurance which are actually received by Landlord or its mortgagee (or, if Landlord was not carrying the insurance that Landlord is required to carry under this Lease, then the proceeds that would have been received if Landlord were carrying all such insurance) are not sufficient to pay for the repair of all of the damage, Tenant shall pay, at Tenant’s sole cost and expense, to Landlord within thirty (30) days after written demand, the difference between the cost of repairing the damage and the insurance proceeds received by Landlord.

9.5          Tenant’s Property.   As more fully set forth in Section 22 , Landlord shall not be liable to Tenant or its employees, agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles, furniture, equipment, computers, files or other property (hereinafter in this Section 9.5 collectively "Tenant’s Property") located at the Property, unless damaged due to the gross negligence or willful misconduct of Landlord, its employees or agents.  Tenant shall repair or replace all of Tenant’s property at Tenant’s sole cost and expense.  Tenant acknowledges that it is Tenant’s sole responsibility to obtain adequate insurance coverage to compensate Tenant for damage to Tenant’s property.

9.6          Waiver.   Landlord and Tenant hereby waive the provisions of any present or future statutes which relate to the termination of leases when leased property is damaged or destroyed and agree that such event shall be governed by the terms of this Lease.

10.          Real and Personal Property Taxes.

10.1        Payment of Taxes.   Tenant shall pay to Landlord during the Term of this Lease, in addition to Base Rent and Tenant’s Share of Operating Expense increases, Tenant’s Share of the amount by which all "Real Property Taxes" (as defined in Section 10.2 below) for each Comparison Year exceeds the amount of all Real Property Taxes for the Tax Base Year.  Tenant’s Share of Real Property Tax increases shall be payable by Tenant at the same time, in

26

the same manner and under the same terms and conditions as Tenant pays Tenant’s Share of Operating Expense increases as provided in Section 4.2(f) of this Lease.  Except as expressly provided in Section 10.4 below, if the Real Property Taxes incurred during any Comparison Year are less than the Real Property Taxes incurred during the Tax Base Year, Tenant shall not be entitled to receive any credit, offset, reduction or benefit as a result of said occurrence.

10.2        Definition of "Real Property Tax".   As used herein, the term " Real Property Taxes " shall mean (i) all taxes, assessments (special or otherwise), levies, fees and all other government levies, exactions and charges of every kind and nature, general and special,