INDENTURE OF LEASE

Office Lease Agreement

You are currently viewing:

This Office Lease Agreement involves

CONSTANT CONTACT, INC. | BOSTON PROPERTIES LIMITED PARTNERSHIP | Boston Properties, Inc | CONSTANT CONTACT, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: INDENTURE OF LEASE
Date: 6/4/2009
Industry: Computer Services Sector: Technology

INDENTURE OF LEASE, Parties: constant contact inc. , boston properties limited partnership , boston properties inc , constant contact inc

Exhibit 10.1

RESERVOIR PLACE
WALTHAM, MASSACHUSETTS

TABLE OF CONTENTS


LEASE DATED May 29, 2009		1

ARTICLE I		1
Basic Lease Provisions and Enumerations of Exhibits		1
1.1	Introduction	1
1.2	Basic Data	1
1.3	Enumeration of Exhibits	5

ARTICLE II		6
Premises		6
2.1	Demise and Lease of Initial Premises	6
2.2	Must Take Premises and Expansion Rights	6
2.3	Appurtenant Rights and Reservations	6

ARTICLE III		8
Lease Term and Extension Options		8
3.1	Term	8
3.2	Extension Option	8

ARTICLE IV		10
Condition of Premises; Alterations		10
4.1	Condition of Premises	10
4.2	Signage	10

ARTICLE V		11
Annual Fixed Rent and Electricity		11
5.1	Fixed Rent and Electricity Charges	11
5.2	Tenant Electricity	12

ARTICLE VI		13
Taxes		13
6.1	Introduction	13
6.2	Definitions	14
6.3	Tenant’s Share of Real Estate Taxes	16


ARTICLE VII		16
Landlord’s Repairs and Services and Tenant’s Escalation Payments		16
7.1	Structural Repairs	16
7.2	Other Repairs to be Made by Landlord	17
7.3	Services to be Provided by Landlord	17
7.4	Introduction to Operating Costs	18
7.5	Operating Costs Defined	18
7.6	Tenant’s Escalation Payments	23
7.7	No Damage	25

ARTICLE VIII		27
Tenant’s Repairs		27
8.1	Tenant’s Repairs and Maintenance	27

ARTICLE IX		27
Alterations		27
9.1	Landlord’s Approval	27
9.2	Conformity of Work	29
9.3	Performance of Work, Governmental Permits and Insurance	29
9.4	Liens	30
9.5	Nature of Alterations	30
9.6	Increases in Taxes	31
9.7	Alterations Permitted Without Landlord’s Consent	31

ARTICLE X		32
Parking		32
10.1	Tenant’s Parking	32
10.2	Parking Shortages	32

ARTICLE XI		35
Certain Tenant Covenants		35

ARTICLE XII		38
Assignment and Subletting		38
12.1	Restrictions on Transfer	38
12.2	Exceptions	38
12.3	Landlord’s Termination Right	39
12.4	Consent of Landlord	40
12.5	Tenant’s Notice	42
12.6	Profit on Subleasing or Assignment	42
12.7	Additional Conditions	43

ARTICLE XIII		44
Indemnity And Commercial General Liability Insurance		44
13.1	Indemnity	44
13.2	Commercial General Liability Insurance	45
13.3	Tenant’s Property Insurance	46


13.4	Non-Subrogation	46
13.5	Tenant’s Risk	47
13.6	Landlord’s Insurance	47

ARTICLE XIV		47
Fire, Casualty and Taking		47
14.1	Damage Resulting from Casualty	47
14.2	Uninsured Casualty	49
14.3	Rights of Termination for Taking	49
14.4	Award	50

ARTICLE XV		51
Default		51
15.1	Tenant’s Default	51
15.2	Termination; Re-Entry	52
15.3	Continued Liability; Re-Letting	53
15.4	Liquidated Damages	53
15.5	Waiver of Redemption	55
15.6	Landlord’s Default	55

ARTICLE XVI		55
Miscellaneous Provisions		55
16.1	Waiver	55
16.2	Cumulative Remedies	56
16.3	Quiet Enjoyment	56
16.4	Surrender	56
16.5	Brokerage	57
16.6	Invalidity of Particular Provisions	57
16.7	Provisions Binding, Etc.	57
16.8	Recording; Confidentiality	57
16.9	Notices and Time for Action	58
16.10	When Lease Becomes Binding	59
16.11	Paragraph Headings	59
16.12	Rights of Mortgagee	59
16.13	Rights of Ground Lessor	60
16.14	Notice to Mortgagee and Ground Lessor	60
16.15	Assignment of Rents	60
16.16	Status Report and Financial Statements	61
16.17	Self-Help	62
16.18	Holding Over	63
16.19	Entry by Landlord	64
16.20	Tenant’s Payments	64
16.21	Late Payment	64
16.22	Counterparts	65
16.23	Entire Agreement	65
16.24	Limitation of Liability	65
16.25	No Partnership	66

iii


16.26	Security Deposit	66
16.27	Waiver of Trial by Jury	68
16.28	Patriot Act and Executive Order 13224	69
16.29	Governing Law	70
16.30	Emergency Generator	70
16.31	Tenant’s Telecommunications Equipment	72

ARTICLE XVII		75
Must Take Premises and Expansion Rights		75
17.1	Definitions	75
17.2	Must Take Premises	77
17.3	Right of First Offer	78
1.1	Landlord’s Work	1
1.2	Substantial Completion	7
1.3	Tenant’s Remedies Based on Delays in Landlord’s Work	9
1.4	Quality and Performance of Work	10
1.5	Landlord’s Contribution; Tenant Plan Excess Costs	12
1.6	Fast Track Arbitration	15

RESERVOIR PLACE
WALTHAM, MASSACHUSETTS

Lease dated May 29, 2009

THIS INSTRUMENT IS AN INDENTURE OF LEASE in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the “Building”) known as Reservoir Place Main, and having an address at, 1601 Trapelo Road, Waltham, Massachusetts.

The parties to this instrument hereby agree with each other as follows:

ARTICLE I

Basic Lease Provisions and Enumerations of Exhibits

1.1		Introduction

		(A) Tenant is presently in occupancy of the Initial Premises pursuant to (i) that certain lease dated July 9, 2002, as amended by First Amendment to Lease dated June 29, 2005, Second Amendment to Lease dated July 24, 2006, Third Amendment to Lease dated February 27, 2007, Fourth Amendment to Lease dated November 26, 2007 and Fifth Amendment to Lease dated April 14, 2008 (collectively, the “Existing Lease”) and (ii) that certain License Agreement dated May 7, 2009 (the “License Agreement”). Upon the Commencement Date under this Lease, this Lease shall supersede the Existing Lease and the License Agreement, and the Existing Lease and the License Agreement shall each be deemed terminated as of the date immediately prior to the Commencement Date. Any obligations or liabilities of Tenant that, pursuant to the Existing Lease and/or the License Agreement, survive the expiration or earlier termination of the Existing Lease and/or the License Agreement shall be and are assumed by Tenant under this Lease.

		(B) The following Sections 1.2 and 1.3 set forth the basic data and identifying Exhibits elsewhere hereinafter referred to in this Lease, and, where appropriate, constitute definitions of the terms hereinafter listed.

1.2		Basic Data


Date:		May 29, 2009

Landlord:		BOSTON PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership

Present Mailing Address of Landlord:		c/o Boston Properties Limited Partnership

Page 1


		Prudential Tower 800 Boylston Street, Suite 1900 Boston, Massachusetts 02199-8103

Landlord’s Construction Representative:		Michael Bowers

Tenant:		CONSTANT CONTACT, INC., a Delaware corporation

Present Mailing Address of Tenant:		1601 Trapelo Road Waltham, Massachusetts 02451

Tenant’s Construction Representative:		Robert Nicoson and Thomas C. Howd

Lease Term (sometimes called the “Original Lease Term”):		The period beginning on the Commencement Date with respect to the Initial Premises and ending on September 30, 2015, unless extended or sooner terminated as hereinafter provided.

Extension Option:		One (1) period of five (5) years as provided in and on the terms set forth in Section 3.2 hereof.

Lease Year:		A period of twelve (12) consecutive calendar months, commencing on the first day of January in each year, except that the first Lease Year of the Lease Term hereof shall be the period commencing on the Commencement Date and ending on the succeeding December 31, and the last Lease Year of the Lease Term hereof shall be the period commencing on January 1 of the calendar year in which the Lease Term ends, and ending with the date on which the Lease Term ends.

Commencement Date:		The date of this Lease with respect to the Initial Premises, and as to other Premises Components, the date upon which such Premises Component is incorporated into the Premises pursuant to this Lease.

The Site:		That certain parcel of land located on Trapelo Road, Waltham, Middlesex

Page 2


		County, Massachusetts, being more particularly described in Exhibit A attached hereto.

The Building:		The Building known as Reservoir Place Main, and numbered 1601 Trapelo Road, Waltham, Massachusetts, located on the Site, as shown on the site plan attached hereto as Exhibit K, and containing the Total Rentable Floor Area set forth below.

The Additional Building:		The other building known as Reservoir Place South located on the Site, as shown on the site plan attached hereto as Exhibit K, and containing the Total Rentable Floor Area set forth below.

The Buildings:		The Building and the Additional Building.

The Complex:		The Building and the Additional Building together with all common areas, parking areas, garage, and structures and the Site, as shown on the site plan attached hereto as Exhibit K.

Initial Premises:		A portion of the third (3 ^rd ) floor of the Building, in accordance with the floor plans annexed hereto as Exhibit E and incorporated herein by reference, as further defined and limited in Section 2.1 hereof.

Must Take Premises:		Portions of the second (2 ^nd ) and third (3 ^rd ) floors of the Building, in accordance with the floor plans annexed hereto as Exhibit E and incorporated herein by reference, as further defined and limited in Section 17.2 hereof.

Premises Component:		Initially only the Initial Premises but, from and after the incorporation into the Premises of other rentable area in the Building, any specified portion of the rentable area of the Premises as to which specific terms and conditions of this Lease may apply, but which may not necessarily

Page 3


		apply to other portions of the Premises.

Premises:		Collectively, all Premises Components which, in the aggregate, comprise all of the rentable area in the Building which shall, from time to time, be demised to Tenant pursuant to this Lease.

Rentable Floor Area of the Initial Premises:		85,583 square feet.

Annual Fixed Rent:		See Exhibits B-1 and B-2.

Tenant Electricity:		As provided in Section 5.2 hereof.

Additional Rent:		All charges and other sums payable by Tenant as set forth in this Lease, in addition to Annual Fixed Rent.

Initial Minimum Limits of Tenant’s Commercial General Liability:		$5,000,000.00 combined single limit per occurrence, provided that if the Rentable Floor Area of the Premises should exceed 100,000 square feet, the aforesaid minimum limit shall be increased to $10,000,000.00 (which such insurance limits may be satisfied through a combination of primary and umbrella coverage).

Total Rentable Floor Area of the Building:		368,257 square feet.

Total Rentable Floor Area of the Additional Building:		161,734 square feet.

Total Rentable Floor Area of the Buildings:		529,991 square feet.

Number of Parking Privileges:		Five (5) parking privileges for each 1,000 square feet of rentable floor area of the Initial Premises and the Must Take Premises leased by Tenant, of which (i) the sum of (x) eighty-nine (89) plus (y) one (1) parking privilege for each 1,000 square feet of rentable floor area of the Must Take Premises will be located in the

Page 4


		garage below the Building and (ii) the remainder of the parking privileges associated with the Initial Premises and the Must Take Premises will be located on the outdoor surface lot, all as subject to and in accordance with the provisions of Article X below.

Permitted Use:		General office use and such ancillary uses thereto as may from time to time be permitted by the Zoning Ordinance for the City of Waltham.

Broker:		McCall & Almy One Post Office Square Boston, Massachusetts 02109

Initial Security Deposit Amount:		$750,000.00, subject to reduction pursuant to Section 16.26.

1.3		Enumeration of Exhibits

		The following Exhibits attached hereto are a part of this Lease, are incorporated herein by reference, and are to be treated as a part of this Lease for all purposes. Undertakings contained in such Exhibits are agreements on the part of Landlord and Tenant, as the case may be, to perform the obligations stated therein to be performed by Landlord and Tenant, as and where stipulated therein.


Exhibit A	—	Description of the Site

Exhibit B-1	—	Schedule of Initial Premises Components, Commencement Dates and Rent Schedule

Exhibit B-2	—	Schedule of Must Take Premises Components, Anticipated Availability and Commencement Dates and Rent Schedule

Exhibit C	—	Landlord’s Work

Exhibit C-1	—	Tenant Plan Requirements

Exhibit D	—	Landlord’s Services

Exhibit D-1	—	Overtime HVAC Charges

Exhibit E	—	Floor Plans

Page 5


Exhibit F	—	Intentionally Omitted

Exhibit G	—	Form of Commencement Date Agreement

Exhibit H	—	Broker Determination of Prevailing Market Rent

Exhibit I	—	Form of Letter of Credit

Exhibit J	—	Form of Notice of Lease

Exhibit K	—	Site Plans

Exhibit L	—	Impact Signage and Building Signage

Exhibit M	—	Second Floor Tenants’ Prior Rights

ARTICLE II

Premises

2.1		Demise and Lease of Initial Premises

		Landlord hereby demises and leases to Tenant, and Tenant hereby hires and accepts from Landlord, the Initial Premises in the Building. All of the Premises in the Building shall exclude exterior faces of exterior walls, the common stairways and stairwells, elevators and elevator walls, mechanical rooms, electric and telephone closets, janitor closets, and pipes, ducts, shafts, conduits, wires and appurtenant fixtures serving exclusively or in common other parts of the Building, and if any Premises includes less than the entire rentable area of any floor, shall also exclude the common corridors, elevator lobbies and toilets located on such floor. In connection with the foregoing, it is understood and agreed that the Rentable Floor Area of the Premises shall not increase in the event that Tenant shall elect to demolish the third (3 ^rd ) floor conference rooms and/or the third (3 ^rd ) floor corridor.

2.2		Must Take Premises and Expansion Rights

		The provisions of Article XVII of this Lease contain the terms and conditions upon which the Must Take Premises shall become incorporated into the Premises under this Lease. Tenant may further expand the Premises pursuant to expansion rights more particularly set forth in Article XVII.

2.3		Appurtenant Rights and Reservations

		Subject to Landlord’s right to change or alter any of the following in Landlord’s discretion as herein provided, Tenant shall have, as appurtenant to the Premises, the non-exclusive right to use in common with others, but not in a manner or extent that would materially

Page 6

interfere with the normal operation and use of the Building as a multi-tenant office building and subject to reasonable rules of general applicability to tenants of the Building from time to time made by Landlord of which Tenant is given notice: (a) the common lobbies, corridors, stairways, and elevators of the Building, and the pipes, ducts, shafts, conduits, wires and appurtenant meters and equipment serving the Premises in common with others, (b) the loading areas serving the Building and the common walkways and driveways necessary for access to the Building, (c) if the Premises include less than the entire rentable floor area of any floor, the common toilets, corridors and elevator lobby of such floor, and (d) the cafeteria and fitness center, if any, provided by Landlord for the use and enjoyment of tenants of the Complex (Landlord hereby agreeing to operate a cafeteria in the Complex so long as Tenant leases and together with permitted assignees and/or subtenants under Article XII below occupies at least 83,000 square feet of rentable floor area in the Building). Tenant shall have the right to contract separately with its own telecommunication service provider and Landlord will not unreasonably withhold consent to any request by Tenant to allow such provider to have access to the Building or to the Premises, provided that Landlord may condition such access, without limitation of the foregoing, on Landlord’s approval of the identity of the service provider, its execution of an access and easement agreement satisfactory to Landlord and, should telecommunications services be furnished by such service provider to both Tenant and other tenants and occupants in the Building, then subject to the payment to Landlord by the service provider of fees assessed by Landlord in its reasonable discretion.

Landlord reserves the right from time to time, without material interference with Tenant’s use: (a) to install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building, or either, pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises or the Building, and (b) to alter or relocate any other common facility, provided that substitutions are substantially equivalent or better. Installations, replacements and relocations referred to in clause (a) above shall be located so far as practicable in the central core area of the Building, above ceiling surfaces, below floor surfaces or within perimeter walls of the Premises. Except in the case of emergencies or for normal cleaning and maintenance work, Landlord agrees to use its best efforts to give Tenant reasonable advance notice of any of the foregoing activities which require work in the Premises. In all cases, Landlord shall use commercially reasonable efforts to minimize or avoid inconvenience to Tenant in connection with its exercise of the rights granted herein (consistent with the nature of the rights being exercised).

2.3.1

From the date of this Lease through October 31, 2009, Tenant shall have the non-exclusive right to use any of the conference rooms located on the first (1 ^st ), second (2 ^nd ) and third (3 ^rd ) floors of the Building. Effective as of November 1, 2009 and continuing for so long as Tenant leases the Initial Premises and the 11,731 square feet of rentable floor area on the third (3 ^rd ) floor of the Building designated as Must Take Premises on Exhibit B-2, Tenant shall have the exclusive right to use the conference rooms located on the third (3 ^rd ) floor of the Building for any purpose and in any configuration as Tenant may determine, and Landlord acknowledges that Tenant may in the future demolish the conference

Page 7

rooms on the third (3 ^rd ) floor and agrees that Tenant shall have no obligation to restore such conference rooms at the end of the Lease Term. As of such date, Tenant shall no longer have the right to use any of the conference rooms located on the first (1 ^st ) and second (2 ^nd ) floors of the Building (provided, however, that Tenant may from time to time request to use such conference rooms to the extent the third (3 ^rd ) floor conference rooms are in use, and Landlord shall grant such requests provided that by 4:00 p.m. on the business day immediately prior to the day on which Tenant has requested to use such conference room, Landlord has not received any request from another tenant of the Buildings to use such conference room at the same time Tenant had requested).

ARTICLE III

Lease Term and Extension Options

3.1		Term

		The Term of this Lease shall be the period specified in Section 1.2 hereof as the “Lease Term,” unless sooner terminated or extended as herein provided. The Commencement Date with respect to the Initial Premises shall be as set forth on Exhibit B-1 attached hereto and the Commencement Date with respect to the individual Premises Components of the Must Take Premises shall be as set forth on Exhibit B-2 attached hereto.

		Upon the expansion of the Premises to include any Must Take Premises or other Premises Components hereinafter incorporated into the Premises, Landlord and Tenant agree to join with each other in the execution, in the form of Exhibit G hereto, of a written Declaration in which the commencement date with respect to such Premises Component shall be stated. If Tenant shall fail to execute such Declaration, such commencement date shall be as reasonably determined by Landlord in accordance with the terms of this Lease.

3.2		Extension Option

(A) On the conditions (which conditions Landlord may waive by written notice to Tenant) that both at the time of exercise of the herein described option to extend and as of the commencement of the Extended Term (i) there exists no monetary or material non-monetary “Event of Default” (defined in Section 15.1), (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet more than fifty percent (50%) of the Rentable Floor Area of the Premises (except for an assignment or subletting permitted without Landlord’s consent under Section 12.2 hereof), Tenant shall have the right to extend the Term hereof upon all the same terms, conditions, covenants and agreements herein contained (except for the Annual Fixed Rent and tax and operating cost bases, which shall be adjusted during the option period as hereinbelow set forth and except that there shall be no further option to extend) for one (1) period of five (5) years as hereinafter set forth. Such option period is sometimes herein referred to as the “Extended Term.” Notwithstanding any implication to the contrary, Landlord has no

Page 8

obligation to make any additional payment to Tenant in respect of any construction allowance or the like or to perform any work to the Premises as a result of the exercise by Tenant of any such option.

(B) If Tenant desires to exercise said option to extend the Term, then Tenant shall give notice (the “Extension Term Exercise Notice”) to Landlord, not earlier than twenty one (21) months nor later than eighteen (18) months prior to the expiration of the Original Lease Term, exercising such option to extend. Within thirty (30) days after Landlord’s receipt of the Extension Term Exercise Notice, Landlord shall provide Landlord’s quotation to Tenant of a proposed annual rent for the Extended Term (“Landlord’s Extension Term Rent Quotation”). If at the expiration of thirty (30) days after Tenant’s receipt of Landlord’s Extension Term Rent Quotation (the “Extension Term Negotiation Period”), Landlord and Tenant have not reached agreement on a determination of an annual rental for the Extended Term and executed a written instrument extending the Term of this Lease pursuant to such agreement, then Tenant shall have the right, for thirty (30) days following the expiration of the Extension Term Negotiation Period, to make a request to Landlord for a broker determination (the “Broker Determination”) of the Prevailing Market Rent (as defined in Exhibit H) for the Extended Term, which Broker Determination shall be made in the manner set forth in Exhibit H. If Tenant timely shall have requested the Broker Determination, then the Annual Fixed Rent for the Extended Term shall be the greater of (x) the Prevailing Market Rent as determined by the Broker Determination and (y) $32.50 per square foot of the Rentable Floor Area of the Premises. If Tenant does not timely request the Broker Determination, then Tenant shall be deemed to have elected to withdraw its Extension Term Exercise Notice, in which event Tenant’s option to extend shall be deemed null and void and of no further force or effect.

(C) Base Taxes (as that term is defined in Section 6.2(f) below) applicable during the Extended Term shall mean Landlord’s Tax Expenses for the then-current fiscal tax year as of the commencement of the Extended Term. Base Operating Expenses (as that term is defined in Section 7.5 below) during the Extended Term shall mean Landlord’s Operating Expenses for the calendar year in which such Extended Term commences.

(D) Upon the first to occur of (i) the agreement by Landlord and Tenant during the Extension Term Negotiation Period on an Annual Fixed Rent for the Extended Term or (ii) the timely request by Tenant for a Broker Determination in accordance with the provisions of subsection (B) above, then this Lease and the Lease Term hereof shall automatically be deemed extended, for the Extended Term, without the necessity for the execution of any additional documents, except that Landlord and Tenant agree to enter into an instrument in writing setting forth the Annual Fixed Rent for the Extended Term as determined in the relevant manner set forth in this Section 3.2; and in such event all references herein to the Lease Term or the term of this Lease shall be construed as referring to the Lease Term, as so extended, unless the context clearly otherwise requires, and except that there shall be no further option to extend the Lease Term. Notwithstanding anything contained herein to the contrary, in no event shall the Lease Term hereof be extended for more than five (5) years after the expiration of the Original Lease Term hereof.

(E) Time is of the essence with respect to the provisions of this Section 3.2

Page 9

ARTICLE IV

Condition of Premises; Alterations

4.1

Condition of Premises

(A) Tenant shall accept the Initial Premises in its “as-is” condition without any obligation on Landlord’s part to perform any additions, alterations, improvements, demolition or other work therein or pertaining thereto (subject to the provisions of Exhibit C attached hereto regarding the provision by Landlord of the Initial Premises Allowance, as that term is defined in said Exhibit C).

(B) The condition of the Must Take Premises upon Landlord’s delivery, along with any work to be performed by either Landlord or Tenant, shall be as set forth in Exhibit C.

4.2

Signage

(A) Premises Signage . Landlord shall provide and install, at Landlord’s expense, letters or numerals at the main entrance to the Premises to identify Tenant’s name and Building address; all such letters and numerals shall be in the building standard graphics and no others shall be used or permitted on the Premises.

(B) Lobby Signage . Landlord shall, during the Term of this Lease, provide Tenant with a listing of Tenant’s name on all tenant directories in the Building and, at Tenant’s request, the name of Tenant’s subtenants. The initial listing of Tenant’s name shall be at Landlord’s cost and expense. Any changes, replacements or additions by Tenant to such directory shall be at Tenant’s sole cost and expense. In addition, Tenant shall have the non-exclusive right effective as of the Commencement Date for the Initial Premises (irrespective of the fact that as of such date Tenant shall not initially meet the occupancy threshold set forth in subsection (D) below) to include Tenant’s name and third (3 ^rd ) floor location on “Impact Signage” to be installed by Landlord at Tenant’s cost and expense in the central elevator lobby of the Building.

(C) Building Signage . Tenant shall have the non-exclusive right effective as of the Commencement Date for the Initial Premises (irrespective of the fact that as of such date Tenant shall not initially meet the occupancy threshold set forth in subsection (D) below), at its sole cost and expense (but with no separate charge by Landlord for the signage rights themselves), to design and install one (1) illuminated identification sign with Tenant’s name and corporate logo on the exterior façade of the Building (the “Building Signage”), subject to applicable zoning requirements and other applicable laws and to Tenant obtaining all necessary permits and approvals therefor (Landlord hereby agreeing to cooperate with Tenant, at no cost or expense to Landlord, in Tenant’s obtaining of such permits and approvals).

Page 10

(D) Conditions . The location, design (including the manner of illumination, in the case of the Building signage), proportions and color of the Impact Signage and the Building Signage shall all be subject to the prior approval of Landlord, which approval is hereby granted for the signs shown on Exhibit L attached hereto (and shall otherwise not be unreasonably withheld, conditioned or delayed with respect to any proposed signage that is consistent in size, design and location with the signage shown on Exhibit L). Notwithstanding the foregoing provisions of this Section 4.2 to the contrary, within ninety (90) days after the first to occur (if either) of (x) the date on which the Term of this Lease is terminated due to a Tenant default pursuant to the terms and provisions of Section 15.2 below and (y) such time as Tenant has assigned this Lease or subleased more than thirty-three percent (33%) of the then Premises (excluding assignments and subleases permitted under Section 12.2 below), then Tenant shall, at its cost and expense, remove the Impact Signage and the Building Signage and restore all damage to the Building caused by the installation and/or removal of such Impact Signage or Building Signage. Such removal and restoration shall be performed in accordance with the terms and conditions governing alterations pursuant to Article IX below. The right to the Building Signage granted pursuant to this Section 4.2 is personal to Constant Contact, Inc. and may not be transferred to any third party (other than in connection with an assignment or sublease under Section 12.2 below, and in such event only on the condition that the Building Signage not be modified or altered as the result of the transfer at issue).

ARTICLE V

Annual Fixed Rent and Electricity

5.1		Fixed Rent and Electricity Charges

		With respect to each Premises Component, Tenant agrees to pay to Landlord, or as directed by Landlord, at Landlord’s Present Mailing Address specified in Section 1.2 hereof, or at such other place as Landlord shall from time to time designate by notice, (1)(a) on the Commencement Date for such Premises Component, and thereafter monthly, in advance, on the first day of each and every calendar month during the Original Lease Term, a sum equal to one-twelfth (1/12 ^th ) of the Annual Fixed Rent specified in Section 1.2 hereof and (b) on the Commencement Date for such Premises Component and thereafter monthly, in advance, on the first day of each and every calendar month during the Original Lease Term, an amount estimated by Landlord from time to time to cover Tenant’s monthly payments for electricity under Section 5.2 hereinbelow, and (2) on the first day of each and every calendar month during the Extended Term (if exercised), a sum equal to (a) one-twelfth of the Annual Fixed Rent as determined in Section 3.2 for the Extended Term plus (b) then applicable monthly electricity charges (subject to adjustment as provided in Section 5.2). Until notice of some other designation is given, fixed rent and all other charges for which provision is herein made shall be paid by remittance to or for the order of Boston Properties Limited Partnership either (i) by mail to P.O. Box 3557, Boston, Massachusetts 02241-3557, (ii) by wire transfer to Bank of America in Dallas, Texas, Bank Routing Number 0260-0959-

Page 11

		3 or (iii) by ACH transfer to Bank of America in Dallas, Texas, Bank Routing Number 111 000 012, and in the case of (ii) or (iii) referencing Account Number 3756454460, Account Name of Boston Properties, LP, Tenant’s name and the Property address.

		Annual Fixed Rent for any partial month shall be paid by Tenant to Landlord at such rate on a pro rata basis, and, if the applicable Commencement Date shall be other than the first day of a calendar month, the first payment of Annual Fixed Rent which Tenant shall make to Landlord shall be a payment equal to a proportionate part of such monthly Annual Fixed Rent for the partial month from the applicable Commencement Date to the first day of the succeeding calendar month.

		Additional Rent payable by Tenant on a monthly basis, as elsewhere provided in this Lease, likewise shall be prorated, and the first payment on account thereof shall be determined in similar fashion and shall commence on the applicable Commencement Date and other provisions of this Lease calling for monthly payments shall be read as incorporating this undertaking by Tenant.

		The Annual Fixed Rent and all other charges for which provision is made in this Lease shall be paid by Tenant to Landlord without setoff, deduction or abatement except as expressly otherwise provided in this Lease.

5.2		Tenant Electricity

		Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share (hereinafter defined) of the cost incurred by the Landlord in furnishing electricity and heating, ventilating and air conditioning (“HVAC”) to the Building and the Site, including common areas and facilities and space occupied by tenants, (but expressly excluding utility charges separately chargeable to tenants for additional or special services), and Tenant shall pay on account thereof, at the time that monthly installments of Annual Fixed Rent are due and payable, as Additional Rent, an amount equal to 1/12 ^th (prorated for any partial month) of the amount reasonably estimated by Landlord from time to time as the Tenant’s Proportionate Share of the annual cost thereof. If with respect to any calendar year falling within the Lease Term or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, the Tenant’s Proportionate Share of the cost of furnishing electricity and HVAC to the Building and the Site exceeds the amounts payable on account thereof, then Tenant shall pay to Landlord, as Additional Rent, on or before the thirtieth (30 ^th ) day following receipt by Tenant of the statement referred to below in this Section 5.2, Tenant’s Proportionate Share of the amount of such excess.

		For the purposes of this Section 5.2:

(i)

the Tenant’s Proportionate Share of and with respect to the electricity and HVAC for the Building shall be a fraction, the numerator of which is the Rentable Floor Area of the Premises and the denominator of which is the total rentable floor area of the Building from time to time under lease to tenants; provided, however, that if at any time during the Lease Term

Page 12

more than 60,041 square feet of the Total Rentable Floor Area of the Building are not under lease to tenants, then for the purposes of determining Tenant’s Proportionate Share of and with respect to the electricity and HVAC for the Building, the denominator under this clause (i) shall be deemed to be 308,216 square feet irrespective of the total rentable floor area of the Building then under lease to tenants; and

(ii)

the Tenant’s Proportionate Share of and with respect to the electricity for the Site (e.g. outdoor lighting, etc.) shall be a fraction, the numerator of which is the Rentable Floor Area of the Premises and the denominator of which is the total rentable floor area of the Buildings from time to time under lease to tenants; provided, however, that if at any time more than 100,474 square feet of the Total Rentable Floor Area of the Buildings are not under lease to tenants, then for the purposes of determining Tenant’s Proportionate Share of and with respect to the electricity for the Site, the denominator under this clause (ii) shall be deemed to be 429,516 square feet irrespective of the total rentable floor area of the Buildings then under lease to tenants.

Not later than one hundred twenty (120) days after the end of the first calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Term or fraction thereof at the end of the Term, Landlord shall render Tenant a reasonably detailed accounting certified by a representative of Landlord showing for the preceding calendar year, or fraction thereof, as the case may be, the costs of furnishing electricity and HVAC to the Building and the Site. Said statement to be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amount already paid by Tenant on account of electricity and HVAC, and the amount remaining due from, or overpaid by, Tenant for the year or other period covered by the statement. Tenant shall pay any underpayment to Landlord within thirty (30) days after receipt of such statement. Any overpayment by Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then terminated or expired and Tenant has no further obligation to Landlord.

ARTICLE VI

Taxes

6.1		Introduction

		It is intended that this Article VI set forth the methodology for fulfillment of Tenant’s obligation to contribute its allocable share of the amount by which Landlord’s Tax Expenses (as hereinafter defined) exceed Base Taxes (as hereinafter defined). Due to the fact that the Premises is contemplated to eventually be comprised of a number of Premises Components, each of which may have different Base Taxes allocable thereto (because among other reasons of the various dates upon which they are to respectively be incorporated into the Premises), Tenant’s obligations under this Article VI must be

Page 13

calculated for each such Premises Component, and then aggregated, so that the appropriate Tax Excess (as hereinafter defined) can be established, as more particularly set forth below.

6.2		Definitions

		With reference to the real estate taxes referred to in this Article VI, it is agreed that terms used herein are defined as follows:

	(a)		“Tax Year” means the 12-month period beginning July 1 each year during the Lease Term or if the appropriate Governmental tax fiscal period shall begin on any date other than July 1, such other date.

	(b)		“Landlord’s Tax Expenses Allocable to the Premises” means the aggregate of Landlord’s Tax Expenses allocable to all of the Premises Components which collectively comprise the Premises.

	(c)		“Landlord’s Tax Expenses Allocable to a Premises Component” means (i) the same proportion of Landlord’s Tax Expenses for and pertaining to the Buildings as the Rentable Floor Area of the Premises Component bears to the Total Rentable Floor Area of the Buildings plus (ii) the same proportion of Landlord’s Tax Expenses for and pertaining to the Site as the Rentable Floor Area of the Premises Component bears to the Total Rentable Floor Area of the Buildings.

	(d)		“Landlord’s Tax Expenses” with respect to any Tax Year means the aggregate “real estate taxes” (hereinafter defined) with respect to that Tax Year, reduced by any net abatement receipts with respect to that Tax Year.

	(e)		“Real estate taxes” means all taxes and special assessments of every kind and nature and user fees and other like fees assessed by any Governmental authority on the Buildings or Site which the Landlord shall be obligated to pay because of or in connection with the ownership, leasing and operation of the Complex, the Buildings and the Property and reasonable expenses of and fees for any formal or informal proceedings for negotiation or abatement of taxes (collectively, “Abatement Expenses”), which Abatement Expenses shall be excluded from Base Taxes. The amount of special taxes or special assessments to be included shall be limited to the amount of the installment (plus any interest other than penalty interest payable thereon) of such special tax or special assessment required to be paid during the year in respect of which such taxes are being determined. There shall be excluded from such taxes all income, estate, succession, inheritance, transfer, gift, capital stock or any income taxes arising out of or related to ownership and operation of income-producing real estate, or any excise taxes imposed upon Landlord based upon gross or net rentals or other income received by it; provided, however, that if at any time during the Lease Term the present system of ad valorem taxation of real property

Page 14

shall be changed so that in lieu of, or in addition to, the whole or any part of the ad valorem tax on real property, there shall be assessed on Landlord a capital levy or other tax on the gross rents received with respect to the Complex or Buildings or Property, or a Federal, State, County, Municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect in the jurisdiction in which the Property is located) measured by or based, in whole or in part, upon any such gross rents, then any and all of such taxes, assessments, levies or charges, to the extent so measured or based, shall be deemed to be included within the term “real estate taxes” but only to the extent that the same would be payable if the Site or Buildings were the only property of Landlord. Notwithstanding the foregoing, “real estate taxes” shall not include and Tenant shall not be required to pay any portion of any tax or assessment expense or any increase therein (a) levied on Landlord’s rental income, unless such tax or assessment is imposed in lieu of real property taxes as set forth above; (b) in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest permitted term; or (c) imposed on land and improvements other than the Site.

	(f)		“Base Taxes,” when referring to the applicable Premises Component, means Landlord’s Tax Expenses (hereinbefore defined) for the Tax Year that Exhibit B-1 or Exhibit B-2, as applicable, specifies as the base fiscal tax year for such Premises Component.

	(g)		“Base Taxes Allocable to a Premises Component” means (i) the same proportion of Base Taxes for and pertaining to the Buildings as the Rentable Floor Area of such Premises Component bears to the Total Rentable Floor Area of the Buildings plus (ii) the same proportion of Base Taxes for and pertaining to the Site as the Rentable Floor Area of such Premises Component bears to the Total Rentable Floor Area of the Buildings.

	(h)		“Base Taxes Allocable to the Premises” means the aggregate of Base Taxes Allocable to a Premises Component for all of the Premises Components which collectively comprise the Premises.

	(i)		If during the Lease Term the Tax Year is changed by applicable law to less than a full 12-month period, the Base Taxes and Base Taxes Allocable to the Premises shall each be proportionately reduced.

Nothing contained in this Section 6.2 shall entitle Landlord to collect, collectively from all of the tenants of the Complex, an amount exceeding one hundred percent (100%) of Landlord’s Tax Expenses incurred by Landlord with respect to the pertinent Tax Year (any collected amount exceeding 100% of Landlord’s Tax Expenses with respect to any such Tax Year being referred to herein as “Tax Collection Surplus”), and Landlord shall,

Page 15

except with respect to Base Taxes, credit any Tax Collection Surplus against the aggregate of Landlord’s Tax Expenses incurred with respect to such Tax Year, which shall reduce the same for all purposes hereunder.

6.3		Tenant’s Share of Real Estate Taxes

		If with respect to any full Tax Year or fraction of a Tax Year falling within the Lease Term Landlord’s Tax Expenses Allocable to the Premises for a full Tax Year exceed Base Taxes Allocable to the Premises or for any such fraction of a Tax Year exceed the corresponding fraction of Base Taxes Allocable to the Premises (such amount being hereinafter referred to as the “Tax Excess”), then Tenant shall pay to Landlord, as Additional Rent, the amount of such Tax Excess. Payments by Tenant on account of the Tax Excess shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to time reasonably estimated by Landlord to be sufficient to provide Landlord, in the aggregate, a sum equal to the Tax Excess, ten (10) days at least before the day on which tax payments by Landlord would become delinquent. Not later than ninety (90) days after Landlord’s Tax Expenses Allocable to the Premises are determinable for the first such Tax Year or fraction thereof and for each succeeding Tax Year or fraction thereof during the Lease Term, Landlord shall render Tenant a statement in reasonable detail certified by a representative of Landlord showing for the preceding year or fraction thereof, as the case may be, real estate taxes on the Building and Lot, abatements and refunds, if any, of any such taxes and assessments, expenditures incurred in seeking such abatement or refund, the amount of the Tax Excess, the amount thereof already paid by Tenant and the amount thereof overpaid by, or remaining due from Tenant for the period covered by such statement. Within thirty (30) days after the receipt of such statement, Tenant shall pay any sum remaining due. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then terminated or expired and Tenant has no further obligation to Landlord. Expenditures for legal fees and for other expenses incurred in obtaining an abatement or refund may be charged against the abatement or refund before the adjustments are made for the Tax Year.

		To the extent that real estate taxes shall be payable to the taxing authority in installments with respect to periods less than a Tax Year, the statement to be furnished by Landlord shall be rendered and payments made on account of such installments.

ARTICLE VII

Landlord’s Repairs and Services and Tenant’s Escalation Payments

7.1		Structural Repairs

		Except for (a) normal and reasonable wear and use and (b) damage caused by fire or casualty and by eminent domain, Landlord shall, throughout the Lease Term, at Landlord’s sole cost and expense, keep and maintain in good order, condition and repair

Page 16

the following portions of the Building: the structural portions of the roof, the exterior and load bearing walls, the foundation, the structural columns and floor slabs and other structural elements of the Building and the parking garage located underneath the Building; provided however, that Tenant shall pay to Landlord, as Additional Rent, the cost of any and all such repairs which may be required as a result of repairs, alterations, or installations made by Tenant or any subtenant, assignee, licensee or concessionaire of Tenant or any agent, servant, employee or contractor of any of them or to the extent of any loss, destruction or damage caused by the omission or negligence of Tenant, any assignee or subtenant or any agent, servant, employee, customer, visitor or contractor of any of them.

7.2		Other Repairs to be Made by Landlord

		Except for (a) normal and reasonable wear and use and (b) damage caused by fire or casualty and by eminent domain, and except as otherwise provided in this Lease and subject to provisions for reimbursement by Tenant as contained in Section 7.5, Landlord agrees to keep and maintain in good order, condition and repair the common areas and facilities of the Building, the Site and the Complex, including all paved areas, landscaped areas and tennis courts from time to time in existence, and all heating, ventilating, air conditioning, plumbing and other Building systems equipment servicing the Premises (including all lines, pipes, wires, conduits and the like except to the extent serving the Premises exclusively), except that Landlord shall in no event be responsible to Tenant for (a) the condition of glass in and about the Premises (other than for glass in exterior walls for which Landlord shall be responsible unless the damage thereto is attributable to Tenant’s negligence or misuse, in which event the responsibility therefor shall be Tenant’s), or (b) for any condition in the Premises or the Building caused by any act or neglect of Tenant or any agent, employee, contractor, assignee, subtenant, licensee, concessionaire or invitee of Tenant. Without limitation, Landlord shall not be responsible to make any improvements or repairs to the Building or the Premises other than as expressly provided in Section 7.1 or in this Section 7.2, unless expressly otherwise provided in this Lease.

7.3		Services to be Provided by Landlord

		In addition, and except as otherwise provided in this Lease and subject to provisions for reimbursement by Tenant as contained in Section 7.6 and Tenant’s responsibilities in regard to electricity as provided in Section 5.2, Landlord agrees to furnish services, utilities, facilities and supplies set forth in Exhibit D hereto equal in quality comparable to those customarily provided by landlords in high quality buildings in the Central Suburban 128 Market. In addition, Landlord agrees to furnish, at Tenant’s expense, reasonable additional Building operation services which are usual and customary in similar buildings in Central Suburban 128 Market, and such additional special services as may be mutually agreed upon by Landlord and Tenant, upon reasonable and equitable rates from time to time established by Landlord. Tenant agrees to pay to Landlord, as Additional Rent, the cost of any such additional Building services requested by Tenant and for the cost of any additions, alterations, improvements or other work performed by Landlord in the Premises at the request of Tenant within thirty (30) days after being billed therefor.

Page 17

7.4		Introduction to Operating Costs

		It is intended that, based on calculations guided by the definitions set forth in Section 7.5 below, Section 7.6 shall provide for Tenant to be financially responsible for its allocable share of the amount by which Landlord’s Operating Expenses (as hereinafter defined) exceed Base Operating Expenses (as hereinafter defined). Due to the fact that the Premises is contemplated to eventually be comprised of a number of Premises Components, each of which may have different Base Operating Expenses allocable thereto (because among other reasons of the various dates upon which they are to respectively be incorporated into the Premises), Tenant’s obligations under Sections 7.5 and 7.6 must be calculated for each such Premises Component, and then aggregated, so that the appropriate Operating Cost Excess (as hereinafter defined) can be established, as more particularly set forth below.

7.5		Operating Costs Defined

		“Operating Expenses Allocable to the Premises” means the aggregate of Operating Expenses Allocable to all of the Premises Components which collectively comprise the Premises. “Operating Expenses Allocable to a Premises Component” means (i) the same proportion of Landlord’s Operating Expenses (as hereinafter defined) for and pertaining to the Buildings as Rentable Floor Area of the Premises Component bears to the Total Rentable Floor Area of the Buildings plus (ii) the same proportion of Landlord’s Operating Expenses for and pertaining to the Site as the Rentable Floor Area of the Premises Component bears to the Total Rentable Floor Area of the Buildings. “Base Operating Expenses” means Landlord’s Operating Expenses for the calendar year that is the period beginning January 1 and ending December 31 that Exhibit B-1 or Exhibit B-2, as applicable, specifies as the base escalation year for such Premises Component. Base Operating Expenses shall not include (x) market-wide cost increases due to extraordinary circumstances, including but not limited to, Force Majeure (as defined in Section 14.1), boycotts, strikes, conservation surcharges, embargoes or shortages which apply only to the Base Year but no other year, other than the year immediately prior to the Base Year or the year immediately following the Base Year and (y) the cost of any Permitted Capital Expenditures (as hereinafter defined). “Base Operating Expenses Allocable to a Premises Component” means (i) the same proportion of Base Operating Expenses for and pertaining to the Buildings as the Rentable Floor Area of the Premises Component bears to the Total Rentable Office Floor Area of the Buildings plus (ii) the same proportion of Base Operating Expenses for and pertaining to the Site as the Rentable Floor Area of the Premises Component bears to the Total Rentable Floor Area of the Buildings. “Base Operating Expenses Allocable to the Premises” means the aggregate of Base Operating Expenses allocable to all of the Premises Components which collectively comprise the Premises.

		“Landlord’s Operating Expenses” means the cost of operation of the Buildings and the Site incurred by Landlord, including those incurred in discharging Landlord’s obligations under Sections 7.2 and 7.3. Such costs shall exclude payments of debt service and any

Page 18

other mortgage or ground lease charges, brokerage commissions, real estate taxes (to the extent paid pursuant to Section 6.2 hereof) and costs of special services rendered to tenants (including Tenant) for which a separate charge is made, but shall include, without limitation:

	(a)		compensation, wages and all fringe benefits, worker’s compensation insurance premiums and payroll taxes paid to, for or with respect to all persons for their services in the operating, maintaining or cleaning of the Buildings or the Site;

	(b)		payments under service contracts with independent contractors for operating, maintaining or cleaning of the Buildings or the Site;

	(c)		steam, water, sewer, gas, oil, electricity and telephone charges (excluding such utility charges separately chargeable to tenants for additional or separate services and electricity charges payable by Tenant pursuant to Section 5.2 above) and costs of maintaining letters of credit or other security as may be required by utility companies as a condition of providing such services;

	(d)		cost of maintenance, cleaning and repairs (other than repairs not properly chargeable against income or reimbursed from contractors under guarantees);

	(e)		cost of snow removal and care of landscaping;

	(f)		cost of building and cleaning supplies and equipment;

	(g)		premiums for insurance carried with respect to the Buildings and the Site (including, without limitation, liability insurance, insurance against loss in case of fire or casualty and of monthly installments of Annual Fixed Rent and any Additional Rent which may be due under this Lease and other leases of space in the Building for not more than twelve (12) months in the case of both Annual Fixed Rent and Additional Rent and, if there be any first mortgage on the Property, including such insurance as may be required by the holder of such first mortgage);

	(h)		management fees at reasonable rates for self managed buildings in the Central Suburban 128 Market consistent with the type of occupancy and the services rendered, which such management fees shall not exceed three and one-half percent (3.5%) of the total Gross Rents for the Buildings (“Gross Rents for the Buildings” for the purposes hereof being defined as all annual fixed rent, Landlord’s Operating Expenses, with the exception of the aforesaid management fees, and Landlord’s Tax Expenses for the Buildings for the relevant calendar year) (it being understood and agreed that in determining the amount of Landlord’s Operating Expenses for any

Page 19

			calendar year or portion thereof falling within the Lease Term where the management fee is calculated based on a percentage of Gross Rents for the Building that is higher than the actual percentage used during the Base Year, the management fee for the Base Year shall be adjusted so that it shall be based on the same percentage of Gross Rents for the Building used in the subsequent calendar year at issue).

	(i)		depreciation for capital expenditures made by Landlord during the Lease Term (x) to reduce Operating Expenses if Landlord reasonably shall have determined that the annual reduction in Operating Expenses shall exceed depreciation therefor or (y) to comply with applicable Legal Requirements or (z) to maintain the Building in a quality comparable to that of other high quality office buildings in the Central Suburban 128 Market, (but excluding, without limitation, capital expenditures made by Landlord to construct or install the Alternative Parking under Section 10.2 below) (the capital expenditures described in subsections (x), (y) and (z) being hereinafter referred to as “Permitted Capital Expenditures”) plus, in the case of (x), (y) and (z), an interest factor, reasonably determined by Landlord, as being the interest rate then charged for long term mortgages by institutional lenders on like properties within the general locality in which the Building is located, and depreciation in the case of (x), (y) and (z) shall be determined by dividing the original cost of such capital expenditure by the number of years of useful life of the capital item acquired, which useful life shall be determined reasonably by Landlord in accordance with generally accepted accounting principles and practices in effect at the time of acquisition of the capital item;

	(j)		the pro rata share allocable to the Building of imputed rental costs of maintaining a regional property management office in the Complex of a reasonable size given the number and square footage of properties managed (and the fact that as of the date hereof, Landlord is a self-administered and self-managed real estate investment trust), which pro rata share shall be equal to a fraction, the numerator of which is the Total Rentable Floor Area of the Building and the denominator of which is the total rentable floor area of all buildings managed by the staff of such regional property management office; and

	(k)		all other reasonable and necessary expenses paid in connection with the operating, cleaning and maintenance of the Buildings, the Site and said common areas and facilities and properly chargeable against income.

Notwithstanding the foregoing, the following shall be excluded from Landlord’s Operating Expenses:

(i)

All capital expenditures and depreciation, except as otherwise explicitly provided in this Section 7.5;

Page 20

	(ii)		Interest on indebtedness, debt amortization, ground rent, and refinancing costs for any mortgage or ground lease of the Buildings or the Site;

	(iii)		Legal, auditing, consulting and professional fees and other costs (other than those legal, auditing, consulting and professional fees and other costs incurred in connection with the normal and routine maintenance and operation of the Complex), including, without limitation, those: (i) paid or incurred in connection with financings, refinancings or sales of any Landlord’s interest in the Buildings or the Site, (ii) relating to any special reporting required by securities laws, (iii) relating to disputes with tenants or (iv) relating to litigation;

	(iv)		The cost of any item or service to the extent reimbursed or reimbursable to Landlord by insurance required to be maintained under this Lease or by any third party;

	(v)		The cost of repairs or replacements incurred by reason of fire or other casualty or condemnation other than costs not in excess of the deductible on any insurance maintained by Landlord which provides a recovery for such repair or replacement;

	(vi)		Any advertising, promotional or marketing expenses for the Buildings, including, without limitation, leasing commissions, attorneys’ fees, space planning costs and other costs and expenses incurred in connection with the lease, sublease and/or assignment negotiations and transactions with present or prospective tenants or other occupants of the Buildings;

	(vii)		The cost of any service or materials provided by any party related to Landlord (other than the management fee, which shall be subject to the terms and provisions of Section 7.5(h) above), to the extent such costs exceed the reasonable cost for such service or materials absent such relationship in buildings similar to the Buildings in the Central Suburban 128 Market;

	(viii)		Payments for rented equipment, the cost of which equipment would constitute a capital expenditure if the equipment were purchased to the extent that such payments exceed the amount which could have been included in Landlord’s Operating Expenses had Landlord purchased such equipment rather than leasing such equipment;

	(ix)		Penalties, damages, and interest for late payment or violations of

Page 21

any obligations of Landlord, including, without limitation, taxes, insurance, equipment leases and other past due amounts;

	(x)		Costs arising from Landlord’s political or charitable contributions;

	(xi)		The cost of testing, remediation or removal of “Hazardous Materials” (as defined in Section 12.2) in the Buildings or on the Site required by “Hazardous Materials Laws” (as defined in Section 12.2), provided however, that with respect to the testing, remediation or removal of any material or substance which, as of the Commencement Date was not considered, as a matter of law, to be a Hazardous Material, but which is subsequently determined to be a Hazardous Material as a matter of law, the costs thereof shall be included in Landlord’s Operating Expenses;

	(xii)		Wages, salaries, or other compensation paid to any executive employees above the grade of Regional Property Manager;

	(xiii)		The net (i.e. net of the reasonable costs of collection) amount recovered by Landlord under any warranty or service agreement from any contractor or service provider shall be credited against Landlord’s Operating Expenses; and

	(xiv)		Landlord’s general corporate overhead and administrative services (except for property management services related to the operation of the Property, including, without limitation, risk management, accounting, security and energy management services).

Notwithstanding the foregoing, in determining the amount of Landlord’s Operating Expenses for any calendar year or portion thereof falling within the Lease Term (including, without limitation, any Base Year applicable to a Premises Component), if less than ninety-five percent (95%) of the Total Rentable Floor Area of the Buildings shall have been occupied by tenants at any time during the period in question, then those components of Landlord’s Operating Expenses that vary based on occupancy for such period shall be adjusted to equal the amount such components of Landlord’s Operating Expenses would have been for such period had occupancy been ninety-five percent (95%) throughout such period. The foregoing calculations shall not entitle Landlord to collect, collectively from all of the tenants in the Complex, an amount exceeding one hundred percent (100%) of the Landlord’s Operating Expenses incurred by Landlord with respect to the pertinent calendar year (any collected amount exceeding 100% of Operating Expenses with respect to any calendar year being referred to herein as “Operating Expense Collection Surplus”), and Landlord shall, except with respect to Base Operating Expenses, credit any Operating Expense Collection Surplus against the aggregate of Operating Expenses incurred with respect to such calendar year, which shall reduce the same for all purposes hereunder.

Page 22

7.6

Tenant’s Escalation Payments

(A) If with respect to any calendar year falling within the Lease Term, or fraction of a calendar year falling within the Lease Term at the beginning or end thereof, the Operating Expenses Allocable to the Premises (as defined in Section 7.4) for a full calendar year exceed Base Operating Expenses Allocable to the Premises (as defined in Section 7.4) or for any such fraction of a calendar year exceed the corresponding fraction of Base Operating Expenses Allocable to the Premises (such amount being hereinafter referred to as the “Operating Cost Excess”), then Tenant shall pay to Landlord, as Additional Rent, on or before the thirtieth (30 ^th ) day following receipt by Tenant of the statement referred to below in this Section 7.5, the amount of such excess. Base Operating Expenses (as defined in Section 7.4) do not include the tenant electricity to be paid by Tenant as part of the Annual Fixed Rent.

(B) Payments by Tenant on account of the Operating Cost Excess shall be made monthly at the time and in the fashion herein provided for the payment of Annual Fixed Rent. The amount so to be paid to Landlord shall be an amount from time to time reasonably estimated by Landlord to be sufficient to cover, in the aggregate, a sum equal to the Operating Cost Excess for each calendar year during the Lease Term.

(C) No later than one hundred twenty (120) days after the end of the first calendar year or fraction thereof ending December 31 and of each succeeding calendar year during the Lease Term or fraction thereof at the end of the Lease Term, Landlord shall render Tenant a statement in reasonable detail and according to usual accounting practices certified by a representative of Landlord, showing for the preceding calendar year or fraction thereof, as the case may be, the Landlord’s Operating Expenses and the Operating Expenses Allocable to the Premises. Said statement to be rendered to Tenant also shall show for the preceding year or fraction thereof, as the case may be, the amounts already paid by Tenant on account of Operating Cost Excess and the amount of Operating Cost Excess remaining due from, or overpaid by, Tenant for the year or other period covered by the statement.

If such statement shows a balance remaining due to Landlord, Tenant shall pay same to Landlord on or before the thirtieth (30 ^th ) day following receipt by Tenant of said statement. Any balance shown as due to Tenant shall be credited against Annual Fixed Rent next due, or refunded to Tenant if the Lease Term has then expired and Tenant has no further obligation to Landlord.

Any payment by Tenant for the Operating Cost Excess shall not be deemed to waive any rights of Tenant to claim that the amount thereof was not determined in accordance with the provisions of this Lease.

(D) Subject to the provisions of this paragraph, Tenant shall have the right, at Tenant’s cost and expense, to examine all documentation and calculations prepared in the determination of the Tax Excess, Operating Cost Excess and Tenant’s proportionate share of electricity and HVAC costs, as determined pursuant to Section 5.2 (the “Electricity Excess”):

Page 23

(1) Such documentation and calculations shall be made available to Tenant at the offices where Landlord keeps such records during normal business hours within a reasonable time after Landlord receives a written request from Tenant to make such examination.

(2) Tenant shall have the right to make such examination no more than once in respect of any period for which Landlord has given Tenant a statement of the actual amount of Landlord’s Tax Expenses, Landlord’s Operating Expenses or the Electricity Excess, as applicable.

(3) Except as provided by the last sentence of this Section 7.6, any request for examination in respect of any Tax Year or calendar year, as applicable, may be made no more than one hundred eighty (180) days after Landlord advises Tenant in writing of the actual amount of Landlord’s Tax Expenses, Landlord’s Operating Expenses or the Electricity Excess, as applicable in respect of such period and provides to Tenant the appropriate year-end statement required under Section 5.2, Section 6.3 or Section 7.6, as applicable (provided, however, that if after any audit is performed hereunder, it is finally determined that Tenant has been overcharged on account of Landlord’s Tax Expenses Allocable to the Premises, Operating Expenses Allocable to the Premises and/or the Electricity Excess by more than three percent (3%) for the Tax Year or calendar year in question, Tenant may request to examine the documentation and calculations for the overcharged item for the immediately preceding Tax Year or calendar year, as applicable).

(4) In no event shall Tenant utilize the services of any examiner who is being paid by Tenant on a contingent fee basis, unless such examiner is being retained by Tenant on a national basis to examine payments under Tenant’s other leases of space.

(5) As a condition to performing any such examination, Tenant and its examiners shall be required to execute and deliver to Landlord an agreement, in form reasonably acceptable to Landlord, agreeing to keep confidential any information which it discovers about Landlord or the Buildings in connection with such examination, provided however, that Tenant shall be permitted to share such information with each of its permitted subtenants so long as such subtenants execute and deliver to Landlord similar confidentiality agreements.

(6) If, after the audit by Tenant of Landlord’s books and records pursuant to this Section 7.6 with respect to any calendar year, it is finally determined that: (i) Tenant has made an overpayment on account of Landlord’s Tax Expenses Allocable to the Premises, Operating Expenses Allocable to the Premises and/or the Electricity Excess, as applicable, Landlord shall credit any such overpayment against the next installment(s) of Annual Fixed Rent thereafter payable by Tenant, except that if such overpayment is determined after the termination or expiration

Page 24

of the term of this Lease, Landlord shall promptly refund to Tenant the amount of any such overpayment less any amounts then due from Tenant to Landlord; and (ii) Tenant has made an underpayment on account of Landlord’s Tax Expenses Allocable to the Premises, Operating Expenses Allocable to the Premises and/or the Electricity Excess, as applicable, Tenant shall, within forty-five (45) days of such determination, pay any such underpayment to Landlord.

(7) If, after any such audit is performed, it is finally determined that Tenant has been overcharged on account of Landlord’s Tax Expenses Allocable to the Premises, Operating Expenses Allocable to the Premises and/or the Electricity Excess by more than three percent (3%) for the Tax Year or calendar year in question, Landlord shall reimburse Tenant for the reasonable third-party costs incurred by Tenant in performing such audit.

		Landlord shall have no right to correct any year end statement with respect to any Tax Year or calendar year after the date one (1) year after the end of the period in question. Notwithstanding any provision hereof to the contrary, if Landlord provides Tenant with any such corrected statement, then Tenant shall have one hundred eighty (180) days from the receipt of any such corrected statement to request an examination as set forth in Section 7.6(D)(3) hereof (subject to the proviso set forth at the end of subsection (3) above regarding Tenant’s ability to request examinations for prior years).

7.7		No Damage

(A) Landlord shall not be liable to Tenant for any compensation or reduction of rent by reason of inconvenience or annoyance or for loss of business arising from the necessity of Landlord or its agents entering the Premises for any purposes in this Lease authorized, or for repairing the Premises or any portion of the Buildings however the necessity may occur. In case Landlord is prevented or delayed from making any repairs, alterations or improvements, or furnishing any services or performing any other covenant or duty to be performed on Landlord’s part, by reason of any cause reasonably beyond Landlord’s control, including, without limitation, strike, lockout, breakdown, accident, order or regulation of or by any Governmental authority, or failure of supply, or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services, or because of war or other emergency, or for any cause due to any act or neglect of Tenant or Tenant’s servants, agents, employees, licensees or any person claiming by, through or under Tenant, Landlord shall not be liable to Tenant therefor, nor, except as expressly otherwise provided in this Lease, shall Tenant be entitled to any abatement or reduction of rent by reason thereof, or right to terminate this Lease, nor shall the same give rise to a claim in Tenant’s favor that such failure constitutes actual or constructive, total or partial, eviction from the Premises, but Landlord shall nonetheless use commercially reasonably efforts to mitigate the adverse impact of any such event on Tenant’s use and enjoyment of the Premises to the extent it is within Landlord’s reasonable ability to do so under the circumstances.

(B) Landlord reserves the right to stop any service or utility system, when necessary by reason of accident or emergency, or until necessary repairs have been completed;

Page 25

provided, however, that in each instance of stoppage, Landlord shall exercise reasonable diligence to eliminate the cause thereof. Except in case of emergency repairs, Landlord will give Tenant reasonable advance notice of any contemplated stoppage and will use reasonable efforts to avoid unnecessary inconvenience to Tenant by reason thereof.

(C) Notwithstanding anything to the contrary in this Lease contained, if due to (i) any repairs, alterations, replacements, or improvements made by Landlord, (ii) Landlord’s failure to make any repairs, alterations, or improvements required to be made by Landlord hereunder, or to provide any service required to be provided by Landlord hereunder, or (iii) failure of electric supply, any portion of the Premises becomes untenantable so that for the Premises Untenantability Cure Period, as hereinafter defined, the continued operation in the ordinary course of Tenant’s business is materially adversely affected, then, provided that Tenant ceases to use the affected portion of the Premises during the entirety of the Premises Untenantability Cure Period by reason of such untenantability, and that such untenantability and Landlord’s inability to cure such condition is not caused by the fault or neglect of Tenant or Tenant’s agents, employees or contractors, Annual Fixed Rent, Tax Excess and Operating Cost Excess shall thereafter be abated in proportion to such untenantability and its impact on the continued operation in the ordinary course of Tenant’s business until the day such condition no longer has the material adverse effect referred to above. For the purposes hereof, the “Premises Untenantability Cure Period” shall be defined as five (5) consecutive business days after Landlord’s receipt of written notice from Tenant of the condition causing untenantability in the Premises, provided however, that the Premises Untenantability Cure Period shall be ten (10) consecutive business days after Landlord’s receipt of written notice from Tenant of such condition causing untenantability in the Premises if either the condition was caused by causes beyond Landlord’s control or Landlord is unable to cure such condition as the result of causes beyond Landlord’s control.

In addition, if due to (i) any repairs, alterations, replacements, or improvements made by Landlord, (ii) Landlord’s failure to make any repairs, alterations, or improvements required to be made by Landlord hereunder, or to provide any service required to be provided by Landlord hereunder, or (iii) failure of electric supply, the operation of Tenant’s business in the Premises in the normal course is materially adversely affected for a period of five (5) consecutive months after Landlord’s receipt of written notice of such condition from Tenant, then, provided that Tenant ceases to use the affected portion of the Premises for the period of such untenantability and such untenantability and Landlord’s inability to cure such condition is not caused by the fault or neglect of Tenant, or Tenant’s agents, employees or contractors, then Tenant may terminate this Lease by giving Landlord written notice as follows:

	(i)		Said notice shall be given after said five (5) month period.

	(ii)		Said notice shall set forth an effective date which is not earlier than thirty (30) days after Landlord receives said notice.

	(iii)		If said condition is remedied on or before the date thirty (30) days

Page 26

after the receipt of such notice, said notice shall have no further force and effect.

(iv)

If said condition is not remedied on or before the date thirty (30) days after the receipt of such notice for any reason other then Tenant’s fault, as aforesaid, the Lease shall terminate as of said effective date, and the Annual Fixed Rent and Additional Rent due under the Lease shall be apportioned as of said effective date.

The remedies set forth in this Section 7.7 shall be Tenant’s sole remedies for the events described herein. The provisions of this subsection (C) shall not apply in the event of untenantability caused by fire or other casualty, or taking (which shall be subject to the terms and conditions of Article XIV below).

ARTICLE VIII

Tenant’s Repairs

8.1		Tenant’s Repairs and Maintenance

		Tenant covenants and agrees that, from and after the date that possession of the Premises is delivered to Tenant and until the end of the Lease Term, Tenant will keep neat and clean and maintain in good order, condition and repair the Premises and every part thereof, excepting only for those repairs for which Landlord is responsible under the terms of Article VII of this Lease and damage by fire or casualty and as a consequence of the exercise of the power of eminent domain. Tenant shall not permit or commit any waste, and Tenant shall be responsible for the cost of repairs which may be made necessary by reason of damage to common areas in the Building, the Additional Building or any other portion of the Site caused by Tenant, Tenant’s agents, contractors, employees, sublessees, licensees, concessionaires or invitees. Tenant shall maintain all its equipment, furniture and furnishings in good order and repair.

		If repairs are required to be made by Tenant pursuant to the terms hereof, Landlord may demand that Tenant make the same forthwith, and if Tenant refuses or neglects to commence such repairs and complete the same with reasonable dispatch after such demand, Landlord may (but shall not be required to do so) make or cause such repairs to be made pursuant to the provisions of Section 16.17 below.

ARTICLE IX

Alterations

9.1		Landlord’s Approval

		Tenant covenants and agrees not to make alterations, additions or improvements to the Premises, whether before or during the Lease Term, except in accordance with plans and

Page 27

specifications therefor first approved by Landlord in writing, which approval shall not be unreasonably withheld or delayed. Landlord shall not be deemed unreasonable:

	(a)		for withholding approval of any alterations, additions or improvements which (i) in Landlord’s opinion would reasonably be expected to adversely affect any structural or exterior element of the Buildings, any area or element outside of the Premises or any facility or base building mechanical system serving any area of the Buildings outside of the Premises, or (ii) involve or affect the exterior design, size, height or other exterior dimensions of the Buildings, or (iii) are inconsistent in any material respect, in Landlord’s reasonable judgment, with alterations satisfying Landlord’s standards for new alterations in the Buildings, or (iv) will require unusual expense to readapt the Premises to normal office use upon Lease termination or expiration or increase the cost of construction or of insurance or taxes on the Buildings or of the services provided by Landlord herein unless Tenant first gives assurance acceptable to Landlord for payment of such increased cost and that such readaptation will be made prior to termination and or expiration without expense to Landlord (alterations, additions or improvements described in this clause (iv) being sometimes collectively referred to as “Special Improvements”); or

	(b)		for making its approval of any Special Improvements conditional on Tenant’s agreement to restore the Premises to its condition prior to construction of such Special Improvements at the expiration or earlier termination of the Lease Term, reasonable wear and tear excepted.

Landlord’s review and approval of any such plans and specifications and consent to perform work described therein shall not be deemed an agreement by Landlord that such plans, specifications and work conform with applicable Legal Requirements and requirements of insurers of the Buildings and the other requirements of the Lease with respect to Tenant’s insurance obligations (herein called “Insurance Requirements”) nor deemed a waiver of Tenant’s obligations under this Lease with respect to applicable Legal Requirements and Insurance Requirements nor impose any liability or obligation upon Landlord with respect to the completeness, design sufficiency or compliance of such plans, specifications and work with applicable Legal Requirements and Insurance Requirements. Further, Tenant acknowledges that Tenant is acting for its own benefit and account, and that Tenant shall not be acting as Landlord’s agent in performing any work in the Premises, accordingly, no contractor, subcontractor or supplier shall have a right to lien Landlord’s interest in the Property in connection with any such work. Within thirty (30) days after receipt of an invoice from Landlord (together with reasonable supporting back-up documentation), Tenant shall pay to Landlord as a fee for Landlord’s review of any work or plans (excluding any review respecting initial improvements performed pursuant to Section 4.1 hereof or any other improvements for which a construction management fee has previously been paid but including any review of plans or work relating to any assignment or subletting), as Additional Rent, an amount equal to the sum of: (i) $150/hour for time spent by senior staff, and $100/hour for time spent by junior

Page 28

staff, plus (ii) reasonable third party expenses incurred by Landlord to review Tenant’s plans and Tenant’s work.

9.2		Conformity of Work

		Tenant covenants and agrees that any alterations, additions, improvements or installations made by it to or upon the Premises shall be done in a good and workmanlike manner and in compliance with all applicable Legal Requirements and Insurance Requirements now or hereafter in force, that materials of good quality (but in no event of lesser quality than reasonably appropriate for the maintenance of a consistently high quality building) shall be employed therein and that the structure of the Buildings shall not be endangered or impaired thereby.

9.3		Performance of Work, Governmental Permits and Insurance.

		All of Tenant’s alterations and additions and installation of furnishings shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and not to damage the Buildings or Site or interfere with Building construction or operation and, except for installation of furnishings, shall be performed by Landlord’s general contractor or by contractors or workers first approved by Landlord in its reasonable discretion. Except for work by Landlord’s general contractor, Tenant shall procure all necessary governmental permits before making any repairs, alterations, other improvements or installations. Tenant agrees to save harmless and indemnify Landlord from any and all injury, loss, claims or damage to any person or property occasioned by or arising out of the doing of any such work whether the same be performed prior to or during the Term of this Lease. At Landlord’s reasonable election, taking into account the scope and cost of the proposed alteration, Tenant shall cause its contractor to maintain a payment and performance bond in such amount and with such companies as Landlord shall reasonably approve. In addition, Tenant shall cause each contractor to carry worker’s compensation insurance in statutory amounts covering the employees of all contractors and subcontractors, and commercial general liability insurance or comprehensive general liability insurance with a broad form comprehensive liability endorsement with such limits as Landlord may require reasonably from time to time during the Term of this Lease, but in no event less than the minimum amount of commercial general liability insurance or comprehensive general liability insurance Tenant is required to maintain as set forth in Section 1.2 hereof and as the same may be modified as provided in Section 13.2 hereof (all such insurance to be written in companies approved reasonably by Landlord and insuring Landlord, Landlord’s managing agent and Tenant as additional insureds as well as contractors) and to deliver to Landlord certificates of all such insurance. Tenant shall also prepare and submit to Landlord a set of as-built plans, in both print and electronic forms, showing such work performed by Tenant to the Premises promptly after any such alterations, improvements or installations are substantially complete and promptly after any wiring or cabling for Tenant’s computer, telephone and other communications systems is installed by Tenant or Tenant’s contractor. Without limiting any of Tenant’s obligations hereunder except as otherwise provided in Sections 4.1(B), (C) and (D) above, Tenant shall be responsible, as Additional Rent, for the costs of any alterations, additions or improvements in or to the

Page 29

Building that are required in order to comply with Legal Requirements as a result of any work performed by Tenant. Landlord shall have the right to provide rules and regulations (which shall be applied in a non-discriminatory manner) relative to the performance of any alterations, additions, improvements and installations by Tenant hereunder and Tenant shall abide by all such reasonable rules and regulations and shall cause all of its contractors to so abide including, without limitation, payment for the costs of using Building services. Tenant acknowledges and agrees that Landlord shall be the owner of any additions, alterations and improvements in the Premises or the Buildings to the extent paid for by Landlord.

9.4		Liens

		Tenant covenants and agrees to pay promptly when due the entire cost of any work done on the Premises by Tenant, its agents, employees or contractors, and not to cause or permit any liens for labor or materials performed or furnished in connection therewith to attach to the Premises or the Buildings or the Site and promptly to discharge (whether by bonding or otherwise) any such liens which may so attach.

9.5		Nature of Alterations

		All work, construction, repairs, alterations, other improvements or installations made to or upon the Premises (including, but not limited to, the construction performed by Landlord under Article IV and any alteration by Tenant of the third (3 ^rd ) floor corridor), shall become part of the Premises and shall become the property of Landlord and remain upon and be surrendered with the Premises as a part thereof upon the expiration or earlier termination of the Lease Term, except as follows:

	(a)		All furniture, equipment, other personal property, and trade fixtures (including, without limitation, any satellite or microwave dish or any communications equipment (including, without limitation, any telephone switch gear), and any security or monitoring equipment, including, without limitation, the Emergency Generator and Generator Connection, as set forth in Section 16.30) whether by law deemed to be a part of the realty or not, installed at any time or times by Tenant or any person claiming under Tenant shall remain the property of Tenant or persons claiming under Tenant and may be removed by Tenant or any person claiming under Tenant at any time or times during the Lease Term or any occupancy by Tenant thereafter and shall be removed by Tenant at the expiration or earlier termination of the Lease Term if so requested by Landlord. Tenant shall repair any damage to the Premises occasioned by the removal by Tenant or any person claiming under Tenant of any such property from the Premises.

	(b)		At the expiration or earlier termination of the Lease Term, unless otherwise agreed in writing by Landlord, Tenant shall remove any wiring for Tenant’s computer, telephone and other communication systems and equipment whether located in the Premises or in any other portion of the

Page 30

			Buildings or the Site, including all risers and any alterations, additions and improvements made with Landlord’s consent during the Lease Term for which such removal was made a condition of such consent under Section 9.1 (b). Upon such removal Tenant shall restore the Premises to their condition prior to such alterations, additions and improvements and repair any damage occasioned by such removal and restoration.

	(c)		If Tenant shall make any alterations, additions or improvements to the Premises for which Landlord’s approval is required under Section 9.1 (after giving effect to the provisions of Section 9.7), without obtaining such approval, then at Landlord’s request at any time during the Lease Term, and at any event at the expiration or earlier termination of the Lease Term, Tenant shall remove such alterations, additions and improvements and restore the Premises to their condition prior to same and repair any damage occasioned by such removal and restoration. Nothing herein shall be deemed to be a consent to Tenant to make any such alterations, additions or improvements, the provisions of Section 9.1 being applicable to any such work.

	(d)		Tenant shall have no obligation to restore demolished conference rooms or alterations of the third (3 ^rd ) floor corridor to their condition prior to such demolition or alteration (i.e., Tenant shall not be required to reinstall the conference rooms and/or the corridor if Tenant elects to demolish the same).

9.6		Increases in Taxes

		Tenant shall pay, as Additional Rent, one hundred percent (100%) of any increase in real estate taxes on the Complex which shall, at any time after the Commencement Date, result from alterations, additions or improvements to the Premises made by Tenant if the taxing authority specifically determines such increase results from such alterations, additions or improvements made by Tenant.

9.7		Alterations Permitted Without Landlord’s Consent

		Notwithstanding the terms of Section 9.1, Tenant shall have the right, without obtaining the prior consent of Landlord but upon notice to Landlord given ten (10) days prior to the commencement of any work (which notice shall specify the nature of the work in reasonable detail), to make alterations, additions or improvements to the Premises where:

	(i)		the same are within the interior of the Premises within the Building, and do not affect the exterior of the Premises and the Buildings (including no signs on windows);

	(ii)		the same do not affect the roof, any structural element of the Buildings, the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Buildings;

Page 31

	(iii)		with the exception of painting and carpeting (which shall not be subject to the dollar limits set forth in this subsection (iii)), the cost of any individual alteration, addition or improvement shall not exceed $250,000.00 and the aggregate cost of said alterations, additions or improvements made by Tenant during the Lease Term shall not exceed $1,000,000.00 in cost; and

	(iv)		Tenant shall comply with the provisions of this Lease and if such work increases the cost of insurance or taxes or of services, Tenant shall pay for any such increase in cost;

provided, however, that Tenant shall, within thirty (30) days after the making of such changes, send to Landlord plans and specifications describing the same in reasonable detail and provided further that Landlord, by notice to Tenant given at least thirty (30) days prior to the expiration or earlier termination of the Lease Term, may, if any such alterations, addition or improvement constitutes a Special Improvement, require Tenant to restore the Premises to its condition prior to construction of such Special Improvement (reasonable wear and tear excepted) at the expiration or earlier termination of the Lease Term.

ARTICLE X

Parking

10.1		Tenant’s Parking

		Landlord shall provide to Tenant monthly privileges in the number specified in Section 1.2 for the parking of automobiles, in common with use by other tenants from time to time of the Complex, and on a first-come, first-served basis, and Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant’s use. Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site. The parking privileges granted herein are non-transferable except to a permitted assignee or subtenant as provided in Article XII below. Further, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

10.2		Parking Shortages

(A) In the event that during the Lease Term there shall occur a Parking Shortage (as defined below), Landlord shall provide Tenant with additional parking privileges in the garage located underneath the Building as necessary to alleviate the Parking Shortage (it

Page 32

being understood and agreed that the number of garage parking privileges to be issued to Tenant and the increase in the Tenant’s ratio of parking privileges shall be as determined by Landlord in its reasonable discretion as being, in Landlord’s view, adequate to alleviate the Parking Shortage). Such additional parking privileges shall be provided to Tenant free of charge.

(B) If such Parking Shortage shall continue despite the issuance of such additional parking privileges to Tenant, Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to endeavor to obtain the necessary permits and approvals for and to (x) restripe the existing surface parking areas serving the Complex (the “Restriped Parking”) and/or (y) create additional surface parking on the Site (such as in the location of the existing tennis courts) (the “Additional Surface Parking,” and, collectively with the Restriped Parking, the “Alternative Parking”) in order to provide the additional parking privileges necessary to alleviate the Parking Shortage. Landlord shall have the right in its reasonable discretion to determine what mode of Alternative Parking to pursue (i.e., the Restriped Parking or the Additional Surface Parking, or some combination of the two).

(C) In the event that (i) Landlord is unable to obtain the permits and approvals to create Alternative Parking or (ii) a Parking Shortage shall continue to exist despite Landlord’s having implemented the measures described in subsections (A) and (B) above, then Landlord shall use commercially reasonable best efforts to endeavor to obtain the necessary permits and approvals to institute a managed parking program exclusively for Tenant within the garage located underneath the Building (the “Managed Parking Program”). In the event that Landlord and Tenant mutually determine (each acting reasonably and in good faith) that locating the Managed Parking Program within the garage would not be feasible, Landlord and Tenant shall mutually agree (each acting reasonably and in good faith) upon a location of such Managed Parking Program in reasonable proximity to the Building. In addition, Landlord shall use commercially reasonable best efforts to endeavor to obtain the necessary permits and approvals to implement the Managed Parking Program on a temporary basis during its pursuit of the permits and approvals for the Alternative Parking to alleviate any Parking Shortage that exists during the pendency of the permitting process. All costs associated with the Managed Parking Program (including, without limitation, the cost of securing permits and approvals and the cost of providing the valet service), whenever and wherever implemented, shall be payable by Tenant as Additional Rent hereunder and not as part of Landlord’s Operating Expenses.

(D) For the purposes hereof, a “Parking Shortage” shall be defined as an overuse of the surface parking areas of the Site such that Tenant is unable to utilize the Number of Parking Privileges for such surface parking areas provided to Tenant hereunder, as determined in accordance with the following procedure:

(i)

In the event that Landlord receives four (4) complaints from tenants of the Complex (which may include Tenant) over a period of two (2) weeks indicating that they are unable to find surface parking spaces at the

Page 33

			Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint and shall provide Tenant with a copy of such survey within one (1) week of its completion.

	(ii)		If the parking survey indicates that fewer than fifteen (15) of the total number of surface parking spaces on the Site are available for tenant parking on more than four (4) business days over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant’s overuse of the number of parking privileges provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation.

	(iii)		In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord’s obligations under this Section 10.2 to take the steps set forth in subsections (A), (B) and (C) above to alleviate the Parking Shortage.

Notwithstanding anything contained herein to the contrary, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last eighteen (18) months of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 3.2 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to endeavor to implement the Managed Parking Program, at Tenant’s sole cost and expense, to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term).

(E) Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the creation of Alternative Parking and /or the conversion to a Managed Parking Program, and Tenant shall reasonably cooperate with Landlord during such creation and/or conversion construction (Landlord hereby agreeing to use reasonable efforts to minimize such disruption).

(F) Notwithstanding anything contained in this Lease to the contrary, Tenant’s use of parking privileges in excess of the Number of Parking Privileges provided to it hereunder shall never be deemed to constitute an Event of Default under Section 15.1 nor give rise to any right of Landlord to terminate this Lease or to seek monetary damages on account of such overuse of parking privileges; provided, however, that if a Parking Shortage occurs as a result of such overuse by Tenant and such Parking Shortage cannot be addressed by the methods set forth herein, Landlord shall retain its right to seek specific performance to compel Tenant to cease such action.

(G) Notwithstanding anything contained in this Lease to the contrary, in no event

Page 34

shall Landlord be deemed to be in default of its obligations hereunder in the event that Landlord is unable to obtain rights to create Alternative Parking and/or the Managed Parking Program, so long as Landlord has used commercially reasonable best efforts as aforesaid. In connection with its effort to obtain permits and approvals for the Alternative Parking and/or the Managed Parking Program, it is expressly understood and agreed that Landlord shall not be obligated to accept conditions, restrictions or limitations that would materially adversely affect Landlord’s ownership, management or operation of the Complex as determined by Landlord in its reasonable discretion. Without limiting the generality of the foregoing, it is further understood and agreed that Landlord may cease its efforts to obtain permits and approvals for the Alternative Parking and/or the Managed Parking Program (which shall include, without limitation, electing not to raise the issue before the full Waltham City Council if Landlord concludes in its reasonable judgment after informal discussions with individual members of the City Council and/or consultants that the City Council is not amenable to any petition to modify the existing approved site plan) at any time if Landlord determines in good faith but in its sole discretion that the petition(s) to obtain permits and approvals for the Alternative Parking and/or the Managed Parking Program is not likely to be successful or would have a material, adverse effect on Landlord’s ownership, management or operation of the Complex.

In addition, Landlord shall never be deemed to be in default of its obligations hereunder by virtue of its inability to address a Parking Shortage on the Site to the extent such Parking Shortage is caused by the use of parking spaces by Tenant or any assignee or subtenant in a ratio greater than five (5) parking privileges for each 1,000 square feet of rentable floor area of the applicable portion of the Premises (it being further understood and agreed that Landlord shall be under no obligation whatsoever under this Section 10.2 or otherwise to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any assignee or subtenant of Tenant’s, other than an assignee or subtenant under Section 12.2 below, in a ratio greater than five (5) parking privileges for each 1,000 square feet of rentable floor area of the applicable portion of the Premises).

ARTICLE XI

Certain Tenant Covenants

Tenant covenants and agrees to the following during the Lease Term and for such further time as Tenant occupies any part of the Premises:

11.1		To pay when due all Annual Fixed Rent and Additional Rent and all charges for utility services rendered to the Premises and service inspections therefor (except as is otherwise provided in Exhibit D) and, as further Additional Rent, all charges for additional and special services rendered pursuant to Section 7.3.

11.2		To use and occupy the Premises for the Permitted Use only, and not to injure or deface the Premises or the Property, not to permit in the Premises any auction sale, vending

Page 35

		machine (other than vending machines for use by Tenant’s employees and business invitees) or flammable fluids or chemicals, or nuisance, or the emission from the Premises of any objectionable noise or odor, nor to permit in the Premises anything which would in any way result in the leakage of fluid or the growth of mold, and not to use or devote the Premises or any part thereof for any purpose other than the Permitted Use, nor any use thereof which is inconsistent with the maintenance of the Buildings as office buildings of the first-class in the quality of their maintenance, use and occupancy, or which is improper, offensive, contrary to law or ordinance or liable to invalidate or increase the premiums for any insurance on the Buildings or its contents or liable to render necessary any alteration or addition to the Buildings. Further, (i) Tenant shall not, nor shall Tenant permit its employees, invitees, agents, independent contractors, contractors, assignees or subtenants to, keep, maintain, store or dispose of (into the sewage or waste disposal system or otherwise) or engage in any activity which might produce or generate any substance which is or may hereafter be classified as a hazardous material, waste or substance (collectively “Hazardous Materials”), under federal, state or local laws, rules and regulations, including, without limitation, 42 U.S.C. Section 6901 et seq., 42 U.S.C. Section 9601 et seq., 42 U.S.C. Section 2601 et seq., 49 U.S.C. Section 1802 et seq. and Massachusetts General Laws, Chapter 21E and the rules and regulations promulgated under any of the foregoing, as such laws, rules and regulations may be amended from time to time (collectively “Hazardous Materials Laws”), (ii) Tenant shall promptly notify Landlord of any incident in, on or about the Premises, the Buildings or the Site that would require the filing of a notice under any Hazardous Materials Laws, (iii) Tenant shall comply and shall cause its employees, invitees, agents, independent contractors, contractors, assignees and subtenants to comply with each of the foregoing and (iv) Landlord shall have the right to make such inspections (including testing) as Landlord shall elect from time to time to determine that Tenant is complying with the foregoing (provided that, except in cases of emergency, Landlord provides Tenant at least two (2) business days’ prior written notice of any such inspection). Notwithstanding the foregoing, Tenant may use normal amounts and types of substances typically used for office uses and normal amounts and types of substances typically used in generators of the same type as the Emergency Generator, provided that Tenant uses such substances in the manner which they are normally used, and in compliance with all Hazardous Materials Laws and other applicable laws, ordinances, bylaws, rules and regulations, and Tenant obtains and complies with all permits required by Hazardous Materials Laws or any other laws, ordinances, bylaws, rules or regulations prior to the use or presence of any such substances in the Premises.

11.3		Not to obstruct in any manner any portion of the Buildings not hereby leased or any portion thereof or of the Site used by Tenant in common with others; not without prior consent of Landlord (or as otherwise provided in this Lease) to permit the painting or placing of any signs, curtains, blinds, shades, awnings, aerials or flagpoles, or the like, visible from outside the Premises; and to comply with all reasonable rules and regulations now or hereafter made by Landlord, of which Tenant has been given notice, for the care and use of the Buildings and the Site and their facilities and approaches, but Landlord shall not be liable to Tenant for the failure of other occupants of the Buildings to conform to such rules and regulations. Landlord shall not enforce such rules and regulations other than in a non-discriminatory manner.

Page 36

11.4		To keep the Premises equipped with all safety appliances required by law or ordinance or any other regulation of any public authority because of any use made by Tenant other than normal office use, and to procure all licenses and permits so required because of any use made by Tenant other than normal office use, and, if requested by Landlord, to do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way Tenant’s Permitted Use.

11.5		Not to place a load upon any floor in the Premises exceeding an average rate of 70 pounds of live load (including partitions) per square foot of floor area; and not to move any safe, vault or other heavy equipment in, about or out of the Premises except in such manner and at such time as Landlord shall in each instance authorize. Tenant’s business machines and mechanical equipment shall be placed and maintained by Tenant at Tenant’s expense in settings sufficient to absorb and prevent vibration or noise that may be transmitted to the Building structure or to any other space in the Buildings.

11.6		To pay promptly when due all taxes which may be imposed upon personal property (including, without limitation, fixtures and equipment) in the Premises to whomever assessed.

11.7		To pay, as Additional Rent, all reasonable out-of-pocket costs, counsel and other fees incurred by Landlord in connection with the successful enforcement by Landlord of any obligations of Tenant under this Lease or in connection with any bankruptcy case involving Tenant (Landlord hereby similarly agreeing to reimburse Tenant for all reasonable out-of-pocket costs, counsel and other fees incurred by Tenant in connection with the successful enforcement by Tenant of any obligations of Landlord under this Lease or in connection with any bankruptcy case involving Landlord).

11.8		Not to do or permit anything to be done in or upon the Premises, or bring in anything or keep anything therein, which shall increase the rate of insurance on the Premises or on the Buildings above the standard rate applicable to premises being occupied for the use to which Tenant has agreed to devote the Premises; and Tenant further agrees that, in the event that Tenant shall do any of the foregoing, Tenant will promptly pay to Landlord, on demand, any such increase resulting therefrom, which shall be due and payable as Additional Rent hereunder.

11.9		To comply with all applicable Legal Requirements now or hereafter in force which shall impose a duty on Landlord or Tenant relating to or as a result of the use or occupancy of the Premises; provided that Tenant shall not be required (i) to make any alterations or additions to the base building systems or to the structure, roof, exterior and load bearing walls, foundation, structural floor slabs and other structural elements of the Buildings or (ii) to perform or satisfy any other obligation of Landlord under this Lease, unless the same are required by such Legal Requirements as a result of or in connection with Tenant’s use or occupancy of the Premises beyond normal use of space of this kind. Tenant shall promptly pay all fines, penalties and damages that may arise out of or be imposed because of its failure to comply with the provisions of this Section 11.9.

Page 37

11.10

Any vendors engaged by Tenant to perform services in or to the Premises including, without limitation, janitorial contractors and moving contractors shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and to not unreasonably interfere with Buildings construction or operation, and shall be performed by vendors first approved by Landlord, which approval shall not be unreasonably withheld. Notwithstanding the foregoing, the following vendors do not require Landlord’s approval: brokerage, legal, employment staffing, office and other supplies, furniture providers (but not installers), construction consultants not performing any physical work in the Building (but not architects) and food catering.

ARTICLE XII

Assignment and Subletting

12.1		Restrictions on Transfer

		Except as otherwise expressly provided herein, Tenant covenants and agrees that it shall not assign, mortgage, pledge, hypothecate or otherwise transfer this Lease and/or Tenant’s interest in this Lease or sublet (which term, without limitation, shall include granting of concessions, licenses or the like) the whole or any part of the Premises. Any assignment, mortgage, pledge, hypothecation, transfer or subletting not expressly permitted in or consented to by Landlord under this Article XII shall be void, ab initio; shall be of no force and effect; and shall confer no rights on or in favor of third parties. In addition, Landlord shall be entitled to seek specific performance of or other equitable relief with respect to the provisions hereof.

12.2		Exceptions

		Notwithstanding the foregoing provisions of Section 12.1 above and the provisions of Section 12.3 and 12.4 below, but subject to the provisions of Sections 12.5 and 12.6, Tenant shall have the right to assign this Lease or to sublet the Premises (in whole or in part) (i) to any controlling entity of Tenant or to any entity controlled by Tenant or to any entity under common control with Tenant (such parent or subsidiary entity or entity under common control with Tenant being hereinafter called a “Tenant Affiliate”) or (ii) to any entity into which Tenant may be converted or with which it may merge, or to any entity purchasing all or substantially all of Tenant’s assets (each, a “Permitted Tenant Successor”), provided that in the case of a Permitted Tenant Successor, the entity to which this Lease is so assigned or which so sublets the Premises either:

(x)

has a net worth (e.g. assets on a pro forma basis using generally accepted accounting principles consistently applied and using the most recent financial statements) equal to the lesser of (1) the net worth of Tenant as of the date of this Lease or (2) the net worth of Tenant immediately prior to such transaction; or

Page 38

(y)

if such entity does not meet the net worth test set forth in clause (x) above, such entity increases the security deposit then being held by Landlord under Section 16.26 below to an amount equal to six (6) months of Annual Fixed Rent for the Premises (which for the purposes hereof shall be deemed to consist of the greater of (a) the entirety of the Initial Premises and the Must Take Premises or (b) the premises actually then demised to Tenant under this Lease) at the then-current rates payable under this Lease.

If any Tenant Affiliate to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a Tenant Affiliate, and if such cessation was contemplated at the time of the assignment or subletting, such cessation shall be considered an assignment or subletting requiring Landlord’s consent.

12.3		Landlord’s Termination Right

		Notwithstanding the provisions of Section 12.1 above, in the event Tenant desires:

	(a)		to assign this Lease; or

	(b)		to sublet such portion (the “Sublease Portion”) of the Premises as (x) contains by itself at least fifty percent (50%) of the Rentable Floor Area of the Premises or (y) would bring the total amount of the Premises then subleased (exclusive of any subleases under Section 12.2 above) to fifty percent (50%) or more of the Rentable Floor Area of the Premises; or

	(c)		to sublet any Sublease Portion for a term equal to all or substantially all of the remaining Lease Term hereof (any such sublease under this subparagraph (c) or subparagraph (b) above being hereinafter referred to as a “Major Sublease”),

then Tenant shall notify Landlord thereof in writing and Landlord shall have the right at its sole option, to be exercised within ten (10) business days after receipt of Tenant’s notice (the “Acceptance Period”), to terminate this Lease as of a date specified in a notice to Tenant, which date shall not be earlier than sixty (60) days nor later than one hundred and twenty (120) days after Landlord’s notice to Tenant; provided, however, that upon the termination date as set forth in Landlord’s notice, all obligations relating to the period after such termination date (but not those relating to the period before such termination date) shall cease and promptly upon being billed therefor by Landlord, Tenant shall make final payment of all rent and additional rent due from Tenant through the termination date.

Notwithstanding the foregoing, in the event of a Major Sublease:

(i)

Landlord shall only have the right to so terminate this Lease with respect

Page 39

			to the Sublease Portion and from and after the termination date the Rentable Floor Area of the Premises shall be reduced to the rentable floor area of the remainder of the Premises and the definition of Rentable Floor Area of the Premises shall be so amended and after such termination all references in this Lease to the “Premises” or the “Rentable Floor Area of the Premises” shall be deemed to be references to the remainder of the Premises and accordingly Tenant’s payments for Annual Fixed Rent, operating costs, real estate taxes and electricity shall be reduced on a pro rata basis to reflect the size of the remainder of the Premises;

	(ii)		in the case of Major Sublease for less than all or substantially all of the then-remaining Lease Term, Landlord shall only have the right to suspend the term of this Lease pro tanto for the term of the proposed sublease (i.e. the Term of the Lease in respect of the Sublease Portion shall be terminated for the term of the proposed sublease and then reinstated upon the expiration or earlier termination of such sublease term); and

	(iii)		in the case of a proposed Major Sublease which, when combined with other subleases of the Premises then in effect (exclusive of any subleases under Section 12.2. above) reaches the fifty percent (50%) of the Premises threshold set forth above for Landlord to recapture, Landlord may only exercise its recapture rights with respect to the proposed Major Sublease, but may not exercise its recapture rights or terminate this Lease as to any subleases of the Premises previously entered into by Tenant.

In the event that Landlord shall not exercise its termination rights as aforesaid, or shall fail to give any or timely notice pursuant to this Section the provisions of Sections 12.4-12.7 shall be applicable. In the case of a partial subletting where Landlord has exercised its termination right pursuant to this Section 12.3, Landlord shall be responsible, at its sole cost and expense, for all work necessary to separately physically demise that portion of the Premises which are being terminated from the remainder of the Premises.

This Section 12.3 shall not be applicable to an assignment or sublease pursuant to Section 12.2.

12.4		Consent of Landlord

		Notwithstanding the provisions of Section 12.1 above, but subject to the provisions of this Section 12.4 and the provisions of Sections 12.5, 12.6 and 12.7 below, in the event that Landlord shall not have exercised the termination right as set forth in Section 12.3, or shall have failed to give any or timely notice under Section 12.3, then for a period of one hundred eighty (180) days (i) after the receipt of Landlord’s notice stating that Landlord does not elect the termination right, or (ii) after the expiration of the Acceptance Period, in the event Landlord shall not give any or timely notice under Section 12.3 as the case may be, Tenant shall have the right to assign this Lease or sublet the Premises in accordance with the Proposed Transfer Notice provided that, in each instance, Tenant first obtains the express prior written consent of Landlord, which consent shall not be

Page 40

		unreasonably withheld or delayed. It is understood and agreed that Landlord’s consent shall be deemed given hereunder if Landlord shall fail to respond to a Proposed Transfer Notice meeting the requirements of Section 12.5 below within ten (10) business days after receipt thereof from Tenant.

		Without limiting the foregoing standard, Landlord shall not be deemed to be unreasonably withholding its consent to such a proposed assignment or subleasing if:

	(a)		the proposed assignee or subtenant is a tenant in the Building, the Additional Building or the building known as Reservoir Place North and numbered 170 Tracer Lane, Waltham, Massachusetts or is in active negotiation with the landlord of the building in question (but with respect to the 170 Tracer Lane building, only if the landlord of such building and the landlord of the Building are affiliated with each other), and Landlord (or such affiliated landlord) has existing space that satisfies such party’s needs), or

	(b)		the proposed assignee or subtenant is not of a character consistent with the operation of a first class office building (by way of example Landlord shall not be deemed to be unreasonably withholding its consent to an assignment or subleasing to any governmental or quasi-governmental agency), or

	(c)		giving appropriate weight, if applicable, to the fact that Tenant will nevertheless remain liable under this Lease, the proposed assignee or subtenant does not possess adequate financial capability to assure the performance of the Tenant obligations as and when due or required, or

	(d)		the assignee or subtenant proposes to use the Premises (or part thereof) for a purpose other than the purpose for which the Premises may be used as stated in Section 1.2 hereof, or

	(e)		the character of the business to be conducted or the proposed use of the Premises by the proposed subtenant or assignee shall (i) be likely to materially increase Landlord’s Operating Expenses beyond that which Landlord now incurs for use by Tenant; (ii) be likely to materially increase the burden on elevators or other Buildings systems or equipment over the burden prior to such proposed subletting or assignment; or (iii) materially violate or be likely to materially violate any provisions or restrictions contained herein relating to the use or occupancy of the Premises, or

	(f)		there shall be existing a monetary or material non-monetary Event of Default (defined in Section 15.1), or

	(g)		any part of the rent payable under the proposed assignment or sublease shall be based in whole or in part on the income or profits derived from

Page 41

the Premises or if any proposed assignment or sublease shall potentially have any adverse effect on the real estate investment trust qualification requirements applicable to Landlord and its affiliates.

12.5		Tenant’s Notice

		Tenant shall give Landlord notice (the “Proposed Transfer Notice”) of any proposed sublease or assignment, and said notice shall specify the provisions of the proposed assignment or subletting, including (a) the name and address of the proposed assignee or subtenant, (b) in the case of a proposed assignment or subletting pursuant to Section 12.4, such information as to the proposed assignee’s or proposed subtenant’s net worth and financial capability and standing as may reasonably be required for Landlord to make the determination referred to in Section 12.4 above (provided, however, that Landlord shall hold such information confidential having the right to release same to its officers, accountants, attorneys and mortgage lenders on a confidential basis), (c) all of the terms and provisions upon which the proposed assignment or subletting is to be made, (d) in the case of a proposed assignment or subletting pursuant to Section 12.4, all other information reasonably necessary to make the determination referred to in Section 12.4 above and (e) in the case of a proposed assignment or subletting pursuant to Section 12.2 above, such information as may be reasonably required by Landlord to determine that such proposed assignment or subletting complies with the requirements of said Section 12.2.

		If Landlord shall consent to the proposed assignment or subletting, as the case may be, then, in such event, Tenant may thereafter sublease or assign pursuant to Tenant’s notice, as given hereunder; provided, however, that if such assignment or sublease shall not be executed and delivered to Landlord within one hundred eighty (180) days after the date of Landlord’s consent, the consent shall be deemed null and void and the provisions of Section 12.3 shall be applicable.

12.6		Profit on Subleasing or Assignment

		In addition, in the case of any assignment or subleasing as to which Landlord may consent (other than an assignment or subletting permitted under Section 12.2 hereof) such consent shall be upon the express and further condition, covenant and agreement, and Tenant hereby covenants and agrees that, in addition to the Annual Fixed Rent, Additional Rent and other charges to be paid pursuant to this Lease, fifty percent (50%) of the “Assignment/Sublease Profits” (hereinafter defined), if any shall be paid to Landlord.

		The “Assignment/Sublease Profits” shall be the excess, if any, of (a) the “Assignment/Sublease Net Revenues” as hereinafter defined over (b) the Annual Fixed Rent, Additional Rent and other charges provided in this Lease (provided, however, that for the purpose of calculating the Assignment/Sublease Profits in the case of a sublease, appropriate proportions in the applicable Annual Fixed Rent, Additional Rent and other charges under this Lease shall be made based on the percentage of the Premises subleased and on the terms of the sublease). The “Assignment/Sublease Net Revenues” shall be the

Page 42

		fixed rent, Additional Rent and all other charges and sums payable either initially or over the term of the sublease or assignment, less the reasonable costs of Tenant incurred in such subleasing or assignment (the definition of which shall be limited to brokerage commissions, rent concessions, attorneys’ fees, architect and construction management fees, and alteration allowances, in each case actually paid), as set forth in a statement certified by an appropriate officer of Tenant and delivered to Landlord within thirty (30) days of the full execution of the sublease or assignment document, amortized over the term of the sublease or assignment.

		All payments of the Assignment/Sublease Profits due Landlord shall be made within ten (10) days of receipt of same by Tenant.

12.7		Additional Conditions

(A) It shall be a condition of the validity of any assignment or subletting of right under Section 12.2 above, or consented to under Section 12.4 above, that both Tenant and the assignee or sublessee enter into a separate written instrument directly with Landlord in a form and containing terms and provisions reasonably required by Landlord, including, without limitation, the agreement of the assignee or sublessee to be bound by all the obligations of the Tenant hereunder, including, without limitation, the obligation (a) to pay the Annual Fixed Rent, Additional Rent, and other amounts provided for under this Lease (but in the case of a partial subletting, such subtenant shall agree on a pro rata basis to be so bound) and (b) to comply with the provisions of Sections 12.1 through 12.7 hereof. Such assignment or subletting shall not relieve the Tenant named herein of any of the obligations of the Tenant hereunder and Tenant shall remain fully and primarily liable therefor and the liability of Tenant and such assignee (or subtenant, as the case may be) shall be joint and several. Further, and notwithstanding the foregoing, the provisions hereof shall not constitute a recognition of the sublease or the subtenant thereunder, and at Landlord’s option, upon the termination or expiration of the Lease (whether such termination is based upon a cause beyond Tenant’s control, a default of Tenant, the agreement of Tenant and Landlord or any other reason), the sublease shall be terminated.

(B) As Additional Rent, Tenant shall pay to Landlord as a fee for Landlord’s review of any proposed assignment or sublease requested by Tenant and the preparation of any associated documentation in connection therewith, within thirty (30) days after receipt of an in