OFFICE LEASE COPLEY PLACE BOSTON, MASSACHUSETTS

Office Lease Agreement

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INVESTORS FINANCIAL SERVICES CORP | Goulston & Storrs, P.C

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Title: OFFICE LEASE COPLEY PLACE BOSTON, MASSACHUSETTS
Governing Law: Massachusetts Date: 3/2/2006
Industry: Investment Services Law Firm: Simon Property Group, L.P, Goodwin Procter LLP

Exhibit 10.35

COPLEY PLACE

BOSTON, MASSACHUSETTS

OFFICE LEASE

INVESTORS BANK & TRUST COMPANY

FROM THE OFFICE OF:

Goulston & Storrs, P.C.

400 Atlantic Avenue

Boston, Massachusetts 02110-3333

OFFICE LEASE

COPLEY PLACE

BOSTON, MASSACHUSETTS

TABLE OF CONTENTS

			PAGE
1.	BASIC DATA		1

2.	HABENDUM; TERM		4

3.	POSSESSION		4

4.	BASE RENT		6

5.	ADDITIONAL RENT		7
	A.	Definitions	7
		Base Year	7
		Base Year Operating Expenses	7
		Calendar Year	7
		Tenant’s Proportionate Share	7
		Taxes	8
		Operating Expenses	8
	B.	Expense Adjustment	13
	C.	Adjustment for Services Not Rendered by Landlord	14

6.	USE OF PREMISES		15

7.	CONDITION OF PREMISES		15

8	SERVICES		16
	A.	List of Services	16
	B.	Billing for Electricity	18
	C.	Interruption of Services	18
	D.	Charges for Services	19
	E.	Energy Conservation	20

9.	REPAIRS; HAZARDOUS MATERIALS		20

10.	ADDITIONS AND ALTERATIONS		22

11.	COVENANT AGAINST LIENS		27

12.	INSURANCE		27
	A.	Waiver of Subrogation	27
	B.	Coverage	28
	C.	Avoid Action Increasing Rates	29

13.	FIRE OR CASUALTY		29

14.	WAIVER OF CLAIMS - INDEMNIFICATION		35

15.	NONWAIVER		36

16.	CONDEMNATION		36

17.	ASSIGNMENT AND SUBLETTING		37

18.	SURRENDER OF POSSESSION		39

19.	HOLDING OVER		40

20.	ESTOPPEL CERTIFICATE		41

21.	SUBORDINATION		42

22.	CERTAIN RIGHTS RESERVED BY LANDLORD		44

23.	RULES AND REGULATIONS		46

24.	LANDLORD’S REMEDIES		47

25.	EXPENSES OF ENFORCEMENT		51

26.	COVENANT OF QUIET ENJOYMENT		51

27.	INTENTIONALLY OMITTED		51

28.	REAL ESTATE BROKER		51

29.	UNDERLYING LEASES		52

30.	NOTICE TO MORTGAGEE AND GROUND LESSOR		53

31.	ASSIGNMENT OF RENTS		53

32.	PERSONAL PROPERTY TAXES		55

33.	MISCELLANEOUS		55
	A.	Rights Cumulative	55
	B.	Interest	55
	C.	Terms	55
	D.	Binding Effect	55
	E.	Lease Contains All Terms	56
	F.	Delivery for Examination	56
	G.	No Air Rights	56
	H.	Kitchen Equipment	56
	I.	Intentionally Omitted	56
	J.	Transfer of Landlord’s Interest	56
	K.	Landlord’s Title	57
	L.	Prohibition Against Recording	57
	M.	Captions	57
	N.	Covenants and Conditions	57
	O.	Only Landlord/Tenant Relationship	57
	P.	Application of Payments	58

	Q.	Definition of Landlord		58
	R.	Time of Essence		58
	S.	Governing Law		58
	T.	Partial Invalidity		58
	U.	Size of Premises		58

34.	NOTICES			58

35.	LIMITATION ON LANDLORD’S LIABILITY			60

36.	LANDLORD’S DESIGNATED AGENT			60

37.	PARKING			61

38.	SIGNAGE			61

39.	CONSTRUCTION ALLOWANCE			61

40.	EXTENSION OPTION			62

41.	EXPANSION OPTION; RIGHT OF FIRST OFFER			64

42.	SATELLITE DISH; GENERATOR			71

43.	COMPETITIVE USES			72

	Exhibit A-1		Plan of Area A
	Exhibit A-2		Plan of Area B
	Exhibit B		Work Letter
	Exhibit C		Rules and Regulations
	Exhibit D		Cleaning Specifications
	Exhibit E		Expansion Space

iii

OFFICE LEASE

COPLEY PLACE

BOSTON, MASSACHUSETTS

THIS INSTRUMENT is an Agreement of Lease in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Office Section of Copley Place (hereinafter referred to as the “Office Section”) located at 100 Huntington Avenue, Boston, Suffolk County, Massachusetts (the project known as Copley Place, including without limitation the hotel portions thereof, plazas, pedestrian bridges, service areas and all other common areas, together with all present and future easements, additions, improvements, air rights and other rights appurtenant thereto, is hereinafter referred to as the “Property”), subject to the covenants, terms, provisions and conditions of this Lease. The “Office Section” means that portion of the building (the “Building”) located at the aforesaid address consisting of seven (7) levels of office area containing approximately 845,000 square feet of rentable floor area. The Building also contains retail shopping, restaurant, parking and other facilities, which are not included within the Office Section. The Building does not, however, include the hotel or residential portions of the Property or the pedestrian bridges.

In consideration thereof, Landlord and Tenant covenant and agree as follows:

1. BASIC DATA .

The following sets forth basic data and, where appropriate, constitutes definitions of the terms hereinafter listed.

Date:		August 2, 1999

Landlord:		COPLEY PLACE ASSOCIATES, LLC,
		a Delaware limited liability company

Present Mailing Address of Landlord:		c/o Overseas Management, Inc.
		Two Copley Place, Suite 100
		Boston, Massachusetts 02116-6502

Tenant:		INVESTORS BANK & TRUST COMPANY,
		a Massachusetts trust company

Present Mailing Address of Tenant:		John Hancock Tower
		200 Clarendon Street
		Boston, Massachusetts 02116

Area A Commencement Date:		Subject to Paragraph 3 hereof, January 1, 2000.

Area B Commencement Date:		Subject to Paragraph 3 hereof, January 1, 2000.

Area A Rent		Ninety (90) days after the Commencement Date:
		Area A Commencement Date.

Area B Rent		Ninety (90) days after the Commencement Date:
		Area B Commencement Date.

Termination Date:		October 30, 2007, unless sooner terminated as provided in this Lease.

Base Rent:		Replaced per 2 ^nd Amendment

Base Year:		Replaced in 2 ^nd Amendment

Base Year Operating Expenses:		Replaced in 2 ^nd Amendment

Tenant’s Proportionate Share:		Replaced per 2 ^nd Amendment

Use:		General office purposes.

Premises:		Replaced per 2 ^nd Amendment

Common Areas:		Those portions of the Property not leased to any tenant, but for the benefit of the Property and its tenants, such as landscaped areas, malls, pedestrian walkways, escalators, elevators, stairwells and bridges, restrooms, service areas and the like.

Guarantor of Tenant’s Obligations:		None.

Security Deposit:		None.

Broker:		CB Richard Ellis-N.E. Partners, L.P. doing business in Massachusetts as CB Richard Ellis-N.E. Partners Limited Partnership and Insignia/ESG, Incorporated.

2. HABENDUM; TERM .

To have and to hold the Premises for the term commencing on the Area A Commencement Date and ending on the Termination Date, and the right to use the Common Areas during such term in common with others entitled thereto. The Term of this Lease (hereinafter referred to as the “Term”) shall commence on the Area A Commencement Date specified in Paragraph 1 hereof and end on the Termination Date, specified in Paragraph 1 hereof unless sooner terminated as provided herein.

3. POSSESSION .

A. In the event Landlord is unable to deliver possession of Area A on the date originally designated as the Area A Commencement Date or of Area B on the date originally designated as the Area B Commencement Date on the applicable commencement date by reason of the holding over or retention of possession by any tenant or occupant, or for any other reason, this Lease shall nevertheless continue in force and effect, but the Area A Commencement Date and/or the Area B Commencement Date, as the case may be, shall be correspondingly deferred until Landlord can so deliver

Area A and/or Area B. The obligation of Tenant to begin paying Rent for Area A shall commence on the Area A Rent Commencement Date and for Area B shall be on the Area B Rent Commencement Date. In the event Area A or Area B will not be delivered in the condition required hereunder on the date initially designated as the Area A Commencement Date or the Area B Commencement Date, respectively, Landlord shall give Tenant at least five (5) business days’ advance written notice of the date on which Landlord expects the deferred Area A Commencement Date and/or Area B Commencement Date will occur. In the event the Area A Commencement Date has not occurred by January 15, 2000, Landlord shall pay to Tenant fifty percent (50%) of any holdover rent paid by the current tenant with respect to the period January 16, 2000 through the day immediately preceding the Area A Commencement Date, in excess of the Base Rent and Additional Rent payable at the rate paid in the final month of the Term then expired; and in the event the Area A Commencement Date has not occurred by February 15, 2000, Tenant may, by notice to the Landlord given no later than February 20, 2000, terminate this Lease and in such event all obligations of the Landlord to the Tenant and the Tenant to the Landlord with respect to this Lease shall be of no further force or effect. Furthermore, in the event the Area B Commencement Date has not occurred by January 15, 2000, Landlord shall pay to Tenant fifty percent (50%) of any holdover rent paid by the current tenant with respect to the period January 16, 2000 through the day immediately preceding the Area B Commencement Date, in excess of the Base Rent and Additional Rent payable at the rate paid in the final month of the Term then expired; and in the event the Area B Commencement Date has not occurred by February 15, 2000, Tenant may, by notice to the Landlord given no later than February 20, 2000, terminate this Lease as to Area B and in such event, the Base Rent shall not increase by reason of the addition of Area B and Tenant’s proportionate share of Operating Expenses shall not increase by reason of the addition of Area B, and all obligations of the Landlord to the Tenant and the Tenant to the Landlord with respect to Area B shall be of no further force or effect.

B. If the current lease of the Tenant of Area A and/or Area B terminates prior to the Commencement Date originally designated herein for such Area, Tenant shall have the right to enter the Premises or any part thereof prior to the applicable Commencement Date (which Tenant may not do without prior written notice to Landlord and providing Landlord with evidence of insurance as required hereunder as if the Commencement Date had occurred), such entry shall be at Tenant’s sole risk and without interference to any work then being performed in the Building by Landlord or other tenants or occupants, and all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises, except the Base Rent and any other charges shall not commence until the dates provided above.

C. The occurrence of any of the events described in this Paragraph 3 shall not accelerate or defer the Termination Date.

4. BASE RENT .

Tenant shall pay to Landlord or Landlord’s agent without notice or demand at the present mailing address of Landlord, or at such other place as Landlord may from time to time designate in writing, in coin or currency which, at the time of payment, is legal tender for private or public debts in the United States of America, the Base Rent specified in Paragraph 1 hereof in the equal monthly installments specified in Paragraph 1 hereof in advance on or before the first day of each and every month during the Term, without any abatement (except as specifically provided herein), counterclaim, set-off or deduction whatsoever. If the Term for Area A and/or Area B commences other than on the first day of a month or ends other than on the last day of the month, the Base Rent for such month shall be prorated. The prorated Base Rent for the portion of the month in which the Term commences shall be paid on the first day of the first full month during the Term.

5. ADDITIONAL RENT .

In addition to paying the Base Rent specified in Paragraph 4 hereof, Tenant shall pay as “Additional Rent” the amounts determined pursuant to Sub-Paragraphs B and C of this Paragraph 5. The Base Rent and the Additional Rent are sometimes herein collectively referred to as the “Rent”. All amounts due under this Paragraph as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent, without any abatement (except as specifically provided herein), counterclaim, set-off or deduction whatsoever. Without limitation on other obligations of Tenant which shall survive the expiration of the Term, the obligations of Tenant to pay the Additional Rent provided for in this Paragraph 5 shall survive the expiration of the Term for a period of two years. For any partial Calendar Year, Tenant shall be obligated to pay only a pro rata share of the Additional Rent, based on the number of days of the Term falling within such Calendar Year.

A. Definitions . As used in this Paragraph 5, the terms:

(i) “Base Year” shall mean the calendar year specified in Paragraph 1 hereof.

(ii) “Base Year Operating Expenses” shall mean the sum specified in Paragraph 1 hereof.

(iii) “Calendar Year” shall mean each calendar year in which any part of the Term falls, through and including the year in which the Term expires.

(iv) ‘Tenant’s Proportionate Share” shall mean the percentage specified in Paragraph 1 hereof, being the percentage calculated by dividing the rentable area contained in the Premises from time to time by 802,750 (being 95% of the

rentable square foot area of the Office Section), rentable area to be determined by Landlord on a uniform basis for the tenants of the Office Section.

(v) “Taxes” shall mean all real estate taxes and assessments, special or otherwise, levied or assessed upon or with respect to the Building or any part thereof and Common Areas which Landlord determines in its sole judgment to be for the benefit of the Building and ad valorem taxes for any personal property of Landlord used in connection therewith. Landlord’s determination of which Common Areas benefit the Building shall not be revised adversely to Tenant for purposes of determining Taxes included in Operating Expenses. Should the Commonwealth of Massachusetts, or any political subdivision thereof, or any other governmental authority having jurisdiction over the Building, (a) impose a tax, assessment, charge or fee, which Landlord shall be required to pay, by way of substitution for or as a supplement to such real estate taxes and ad valorem personal property taxes, or (b) impose an income or franchise tax or a tax on rents in substitution for or as a supplement to a tax levied against the Building or any part thereof and/or the personal property used in connection with the Building or any part thereof, all such taxes, assessments, fees or charges (hereinafter defined as “in lieu of taxes”) shall be deemed to constitute Taxes hereunder. Taxes shall also include, in the year paid, all reasonable fees and costs incurred by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes, regardless of whether any reduction or limitation is obtained. Except as hereinabove provided with regard to “in lieu of taxes”. Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, net income or capital stock tax.

(vi) “Operating Expenses” shall mean (a) Taxes and (b) all expenses, costs and disbursements of every kind and nature, paid or incurred by Landlord in operating, owning, managing, leasing, repairing and maintaining the Office Section, the Building, the Property and their appurtenances as such Taxes,

expenses, costs and disbursements are allocated to the Office Section by the Landlord in its reasonable judgment (which allocation shall remain consistent for the Base Year and each Calendar Year of the Term) or as the same are incurred directly in the operation of Office Section, including but without limitation: premiums for fire, casualty, liability and such other insurance as Landlord may from time to time maintain; security expenses; compensation and all fringe benefits, workmen’s compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in operating, maintaining, or cleaning; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility; expenses incurred in connection with the central plant furnishing heating, ventilating and air conditioning to the Office Section (and to the Building and the Property where and to the extent such expenses of the Building and the Property are otherwise allocable to the Office Section), which expenses may include a reasonable fee paid to the operator of such central plant; costs of lighting, ventilating, (including maintaining and repairing ventilating fans and fan rooms); making routine repairs to and maintenance of underground roadways (and the access ramps servicing such roadways) and railroad platforms and railroad rights of way (including track); costs of repairing and maintaining fire protection systems relating to the underground roadways, access ramps, railroad platforms and railroad rights of way to the extent the same are required of Landlord by separate agreement running with the Property and binding the Property whether currently in effect or arising from obligations and commitments currently in effect; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of interior and exterior landscaping; payments to independent contractors under contracts for cleaning, operating, management, maintenance and repair (which payments may be to affiliates of Landlord provided such are at competitive rates); all other expenses paid in connection with cleaning, operating, management, maintenance and repair of, or are otherwise allocable to, the Office Section; costs

of any Qualified Capital Improvements (as hereinafter defined) as reasonably amortized by Landlord, with interest on the unamortized amount at the rate of the greater of (i) 12% per annum or (ii) 2% per annum above the base rate of interest charged from time to time by The First National Bank of Boston (but in no event at a rate which is more than the highest lawful rate allowable in The Commonwealth of Massachusetts), to the extent the cost of the particular capital improvement exceeds the amount of insurance proceeds, if any, received by Landlord on account of damage to the particular Qualified Capital Improvement. As used in this Lease, “Qualified Capital Improvement” shall mean a capital improvement or replacement of such capital improvement which is intended to reduce or stabilize Operating Expenses in any Calendar Year below or at the Operating Expense which would have been incurred in the absence of such capital improvement. The term “capital improvement” does not include expenses for equipment of a capital nature incurred in connection with operation, repair and maintenance of the Building if such equipment is not a part of the Building structure or systems and, instead, is used to maintain or repair Building structure or systems. Operating Expenses shall not, however, include the following:

a. Costs of alterations of any tenant’s premises for a particular tenant;

b. Principal or interest payments on loans secured by mortgages or trust deeds on the Building and/or on the Property;

c. That portion of any costs incurred in connection with the making of repairs or replacements which are the lease obligation of another tenant or occupant of the Property;

d. Advertising, marketing, promotional, public relations or brokerage fees, commissions or expenditures;

e. Financing and refinancing costs in respect of any mortgage or security interest placed upon the Property or any portion thereof, including payments of principal, interest, finance or other charges, and any points and commissions in connection therewith;

f. Interest or penalties for any late or failed payments by Landlord under any contract or agreement (but any such interest or penalties resulting from Tenant’s failure to pay when and as due Tenant’s share of Operating Expenses shall be the direct responsibility of Tenant and shall be Additional Rent due within ten (10) days of Landlord’s billing Tenant therefor);

g. Rent or other charges payable under any ground or underlying lease;

h. Costs of electrical or other utilities services furnished directly to any premises or other tenants of the Property where such utility is separately metered to the premises or such tenant pays a separate charge therefor;

i. Costs incurred in connection with Landlord’s preparation, negotiation, dispute resolution and/or enforcement of leases, including court costs and attorneys’ fees and disbursements in connection with any summary proceeding to dispossess any tenant, or incurred in connection with disputes with prospective tenants, employees, consultants, management agents, leasing agents, purchasers or mortgagees or arising from matters which are excluded from Operating Expenses;

j. Costs of any additions to or expansions of the Property;

k. The cost of environmental monitoring, compliance, testing and remediation performed in, on, about and around the Property;

1. Depreciation;

m. Costs or expenses for items to the extent theretofore reimbursed to Landlord by insurance proceeds;

n. Costs of repairs, restoration or replacements occasioned by fire or other casualty or caused by the exercise of the right of eminent domain, whether or not insurance proceeds or condemnation award proceeds are recovered or adequate for such purposes except that the deductible amount under insurance coverage shall be included in Operating Expenses;

o. An amount equal to all amounts received by Landlord (i) through proceeds of insurance to the extent the proceeds are compensation for expenses which previously were included in Operating Expenses hereunder, or (ii) as rebates or credits toward costs and expenses previously included in Operating Expenses hereunder; and

p. Costs (including, without limitation, attorneys’ fees and disbursements) incurred in connection with any judgment, settlement or arbitration award resulting from any tort liability; and

r. Costs of capital improvements or replacements except to the extent specifically to be included under this Section 5A(vi).

If less than 95% of the Office Section’s rentable area shall have been occupied by tenant(s) at any time during any Calendar Year, components of Operating Expenses which vary with the level of occupancy shall be determined for such Calendar Year to be an amount equal to the like expense which would normally be expected to be incurred (taking into account periods during which

occupancy exceeded 95% during such Calendar Year) had such occupancy been 95% throughout such Calendar Year.

B. Expense Adjustment . Replaced per 2 ^nd amendment. The Expense Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord in good faith and communicated by written notice to Tenant, which estimate may be revised to reflect, without limitation, increases in Taxes during any period. Landlord shall cause to be kept books and records showing Operating Expenses in accordance with an appropriate system of accounts and accounting practices consistently maintained. Within twelve (12) months after the close of each Calendar Year, Landlord shall cause the amount of the Expense Adjustment Amount for such Calendar Year to be computed based on Operating Expenses for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceed the actual Expense Adjustment Amount due from Tenant for such Calendar Year, such amount shall be refunded by Landlord within thirty (30) days of the delivery of the statement to Tenant, provided Tenant is not then in monetary default hereunder or in other than monetary default beyond applicable periods of notice and cure. Tenant shall have the right to audit Landlord’s books and records relating to Operating Expenses incurred during the Term provided such audit shall be conducted by professional auditors; may occur not more often than once in a year; shall be conducted within twelve months (plus any period for which Landlord defers the audit as provided in this sentence) of receipt of a statement of Operating Expense Adjustment for the Calendar Year being audited; shall be conducted during regular business hours of Landlord on not less than fifteen (15) business days’ notice and may be deferred by Landlord by notice given at least ten (10) business days before the date

proposed by Tenant, for up to three (3) months to a date convenient to Landlord. In the event the results of such audit disclose an overcharge of Tenant, Landlord shall promptly refund the amount of such overcharge to Tenant. In addition, if as a result of such audit, Operating Expenses are found to be overstated by more than ten percent (10%), Landlord shall pay to Tenant, Tenant’s reasonable cost of conducting such audit. Delay in computation of the Expense Adjustment Amount or failure to deliver a statement of such amount shall not be deemed a default hereunder or a waiver of Landlord’s right to collect the Expense Adjustment Amount. In computing the Expense Adjustment Amount, the following provisions relating to Taxes shall be applicable: The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the Calendar Year in which such refund is received; provided, however, that in the event Landlord receives a refund of Taxes after the Termination Date (as the same may be accelerated or extended as provided elsewhere in this Lease) which refund relates to a Calendar Year during the Term hereof, the amount of such refund fairly allocable to Tenant shall be refunded to Tenant by Landlord within ninety (90) days of Landlord’s receipt of same (net of Tenant’s allocated share of the cost of obtaining such refund and the cost, if any, of making such refund); and further provided that if Tenant expands into space formerly occupied by other tenants, which expansion space becomes subject to this Lease, Tenant shall not be entitled to any refund or credit with respect to such expansion space in connection with a refund or abatement of Taxes for periods prior to Tenant’s occupancy of such expansion space. All references to Taxes “for” a particular Calendar Year shall be deemed to refer to Taxes due and payable during such Calendar Year without regard to when such Taxes are assessed or levied.

C. Adjustment For Services Not Rendered by Landlord . Tenant acknowledges that if after the Base Year Landlord is not furnishing any particular work or service the cost of which was included in Base Year Operating Expenses and if performed by Landlord would be included in Operating Expenses, to any tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed for the purpose of determining the

Expense Adjustment Amount to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant.

6. USE OF PREMISES .

Tenant shall use and occupy the Premises in accordance with law; and solely as an office and for no other purpose or purposes.

7. CONDITION OF PREMISES .

The Premises are demised to Tenant and Tenant accepts the same “as-is” and all work necessary to prepare the Premises for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Notwithstanding the foregoing, (i) Landlord agrees that all systems serving the Premises shall be in good and operational condition on the applicable Commencement Date, (ii) the Premises will be delivered in compliance with all applicable code requirements, laws, regulations and ordinances applicable to the delivery of unfinished, undemolished space except as to compliance with ADA bathroom and fire requirements which are Tenant’s responsibility in full floor usage and except for the wallboard adjacent to the atrium area of the Building which is not in compliance with the fire code; provided, however, that the reasonable cost of bringing the wallboard to code shall be reimbursed by Landlord (separate from and outside of the Landlord Base Allowance) to Tenant promptly after Tenant submits its bill for such work to Landlord together with reasonable evidence of the completion thereof, and (iii) the Landlord represents, warrants and covenants that the Common Areas and portions of the Property which are not leased or leaseable will at all times on and after the Area A Commencement Date as to Area A and the Area B Commencement Date as to Area B be in compliance with all code requirements, laws, regulations and ordinances including without limitation ADA, OSHA and the Clean Air Act which must be complied with for general office uses so as to assure

Tenant uninterrupted use of the Premises without the imposition of fees or penalties or incurrence of liability by reason of such noncompliance. In no event shall Landlord be obligated to cause compliance of the Premises with ADA requirements noted above. No promise of Landlord to alter, remodel or improve the Premises, the Office Section or the Building and no representation by Landlord or its agents respecting the condition of the Premises, the Office Section or the Building have been made to Tenant or relied upon by Tenant other than as may be contained in this Lease or in any written amendment hereto signed by Landlord and Tenant. Tenant shall have the right, upon reasonable notice and during hours as will minimally interfere with the business of the current occupant of Area B (and consistent with reasonable security policies of the current occupant), to cause the Landlord to arrange with the current occupant of Area B for access to Area B prior to the Area B Commencement Date to permit cabling within Area B so as to coordinate cabling work with the installation of cabling in Area A. All costs of such cabling shall be the responsibility of Tenant under the Work Letter.

8. SERVICES .

A. List of Services .

Landlord shall provide the following services, the costs of which are included within Operating Expenses, on all days during the Term except Sundays and holidays (but for purposes hereof, “holidays” shall not include days on which the New York Stock Exchange is operating), unless otherwise stated, and subject to all governmental rules, regulations and guidelines applicable thereto:

(i) Heating and air conditioning in the Premises during the normal heating and air-conditioning seasons, from Monday through Friday, during the period from 8 a.m. to 6 p.m. and on Saturday during the period from 8 a.m. to 1 p.m. in accordance with the following standards: In all areas of the Premises, an indoor temperature of 70° to 74°F dry bulb and 30% relative humidity on a year

round basis regardless of outdoor temperature with fresh air of not less than 0.25 cubic feet per minute for each square foot of useable area in the Premises provided Tenant does not exceed a heat load of six (6) watts per rentable square foot and an occupancy level of not more than one person for each 125 rentable square feet in the Premises, but subject to Tenant’s failure to properly design its heating and air-conditioning system distribution within the Premises. Tenant will pay for all heating and air-conditioning requested and furnished prior to or following such hours at rates to be established from time to time by Landlord. Currently, after-hours HVAC is available at a rate of $45.00 per hour per floor. Requests for any additional services shall be in writing and delivered to Landlord not later than 2 p.m. of the previous day.

(ii) Adequate electrical wiring and facilities for standard building lighting fixtures provided by Landlord and for Tenant’s incidental uses (it being understood that Tenant is to bear the cost of replacement of all lamps, tubes, ballasts and starters for lighting fixtures in the Premises); provided that (a) the connected electrical load for lighting and incidental use equipment does not exceed an average of three watts per square foot of the Premises; (b) the electricity so furnished for incidental uses will be at a nominal 120 volts and no electrical circuit for the supply of such incidental use will have a current capacity exceeding 20 amperes; and (c) such electricity will be used only for equipment and accessories normal to office usage. If Tenant’s requirements for electricity for lighting and incidental uses are in excess of those set forth in the preceding sentence, Landlord reserves the right to require Tenant to install the conduit, wiring and other equipment necessary to supply electricity for such excess incidental use requirements at Tenant’s expense.

(iii) City water from the regular Building outlets for drinking, lavatory and toilet purposes.

(iv) Janitorial services as delineated in Exhibit D attached hereto.

(v) Window washing of the inside and outside of windows in the Building’s perimeter walls as may be situated in the Premises as delineated in Exhibit D attached hereto.

(vi) Non-exclusive automatic passenger elevator service at all times.

(vii) Non-exclusive freight elevator service subject to scheduling by Landlord. Landlord will schedule reasonable use of the freight elevator for Tenant’s move into and out of the Premises, which use shall provide Tenant with sufficient periods of uninterrupted use to permit its reasonably orderly construction and move into the Premises, subject to reasonable limitations and interruptions for use by other tenants.

B. Billing for Electricity .

Landlord shall submeter Tenant’s use of all electrical service to the Premises (other than the electrical service necessary for Landlord to fulfill its obligation to provide heating and air conditioning as provided in Paragraph 8A(i) hereof) or shall determine such usage through an intellimeter or similar device. Tenant shall pay Landlord as further Additional Rent, in monthly installments at the time prescribed for monthly installments, the cost of such electrical usage. Tenant’s obligation for electricity usage by Tenant during the Term shall survive the termination of this Lease and/or Tenant’s right to occupancy of all or any part of the Premises.

C. Interruption of Services .

Tenant agrees that except as provided in this Subparagraph C, Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in

furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord’s reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease. Notwithstanding anything in this Lease to the contrary, if as a result of a cessation limited to utilities or interruption of utilities or access which Landlord is required to provide hereunder for any other reason other than (i) reasons arising as a result of negligence, willful misconduct on the part of Tenant or any of Tenant’s contractors, agents or employees or breach of this Lease by Tenant, (ii) reasons arising out of Tenant’s use and occupancy of the Premises, (iii) any other reason within the reasonable control of Tenant, Tenant is unable to use all or a portion of the Premises for its business purposes for a period of seven (7) consecutive days, the Base Rent and Additional Rent relating to periods subsequent to such seven (7) day period and thereafter due hereunder shall abate until Tenant is again able to use such portion of the Premises for its business purposes. In the event such interruption or cessation continues for more than thirty (30) consecutive days and materially affects Tenant’s use and occupancy of the Premises, Tenant shall have the right to terminate this Lease by notice to Landlord within ten (10) days of the expiration of such thirty (30) day period.

D. Charges for Services .

Charges for any service for which Tenant is required to pay, from time to time hereunder, including but not limited to hoisting services or after hours lighting, heating or air conditioning shall be due and payable at the same time as the installment of Rent with which they are billed, or if billed separately, shall be due and payable as further Additional Rent within thirty (30) days after such billing. If Tenant shall fail to make

payment for any such services within applicable periods of notice and cure, Landlord may, without notice to Tenant, in addition to any and all other remedies available under this Lease or otherwise, discontinue any or all of such services and such discontinuance shall not be deemed to constitute an eviction or disturbance of Tenant’s use and possession of the Premises or relieve Tenant from paying Rent or performing any of its other obligations under this Lease.

E. Energy Conservation .

Notwithstanding anything to the contrary in this Paragraph 8 or elsewhere in this Lease, Landlord shall have the right to institute such policies, programs and measures as may be necessary or desirable, in Landlord’s reasonable discretion, for the conservation and/or preservation of energy or energy related services if consistent with similar programs instituted generally in first-class office buildings in Boston (to the extent the systems of such office buildings are not otherwise compliant with conservation and preservation goals generally accepted), or as may be required to comply with any applicable codes, rules and regulations, whether mandatory or (but only if instituted by first-lass Boston office buildings whose systems are not otherwise compliant) voluntary.

9. REPAIRS; HAZARDOUS MATERIALS .

Tenant will, at Tenant’s own expense, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Term, reasonable wear and tear excepted (and Tenant shall not be obligated hereunder for damage to the Premises arising from Building damage arising from fire or other casualty), and Tenant shall promptly and adequately repair all damage to the Premises and replace or repair all damaged or broken glass, fixtures and appurtenances. If Tenant does not do so after notice and expiration of applicable cure periods, Landlord may, but shall not be obligated to, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof

(to be uniformly established for the Office Section) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord’s involvement with such repairs and replacements forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises at all reasonable times upon reasonable advance notice (and at any time in emergency situations) to make such repairs, alterations, improvements and additions to the Premises, to the Office Section or the Building or to any equipment located in the Office Section or the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental authority or court order or decree. Nothing contained herein shall impose any obligation on Tenant to maintain, repair or replace any systems serving or passing through the Premises (including without limitation the HVAC, electrical, plumbing, life safety and security systems). Landlord shall be responsible for the same, subject to reimbursement of the cost thereof as a component of Operating Expenses.

Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or hazardous substances, or materials (collectively the “Hazardous Materials”). Tenant shall not allow the storage or use of Hazardous Materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such Hazardous Materials, not allow to be brought into the Building any Hazardous Materials except to use in the ordinary course of Tenant’s business. Without limitation, Hazardous Materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq ., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq ., any applicable state or local laws and the regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials by Tenant, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Premises. In addition, Tenant shall execute affidavits, representations and the like from time to time at Landlord’s request concerning Tenant’s

best knowledge and belief regarding the presence of Hazardous Materials on the Premises provided such are in form and substance reasonably acceptable to Tenant. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease from any release of Hazardous Materials on the Premises occurring while Tenant is in possession (unless caused by Landlord, its agents, employees, contractors or other tenants of the Property) or elsewhere if caused by Tenant or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Term.

10. ADDITIONS AND ALTERATIONS .

A. Tenant shall not, without the prior written consent of Landlord, make any alterations, improvements or additions to the Premises subsequent to initial construction, the approval conditions for which are set forth in the Work Letter; provided, however, Landlord’s consent shall not be required with respect to nonstructural alterations, improvements or additions below finished ceilings costing less than $12,000 to implement and Landlord shall not unreasonably withhold its consent to other nonstructural alterations which do not materially adversely affect Building Systems. Tenant shall in all events provide at least five (5) business days’ notice to Landlord of any alterations, improvements or additions (with a summary description of the work to be done and a statement, pursuant to Paragraph 9, describing any Hazardous Materials to be brought into the Building in connection with the work) whether or not consent is required. Landlord shall respond to requests for consents (a) within two (2) business days, as to requests for decorative alterations and (b) within five (5) business days, as to requests for other nonstructural alterations. If Landlord consents to said alterations, improvements or additions after initial construction, it may impose such reasonable conditions with respect thereto as Landlord reasonably deems appropriate (but in no event shall Landlord be entitled to ask Tenant to remove at the end of the term any nonstructural alterations that are Customary Office Improvements, as defined below). Tenant shall have the right to tie into the Building security system, at Tenant’s sole cost and expense, its HVAC alarm provided that plans for such tie-in shall be submitted to

Landlord for approval and that Landlord, its employees, agents and contractors shall be held harmless against any and all damages, liabilities, claims and expenses which may be incurred by Tenant arising from any failure of the Building security system to provide any notice of failure of the Tenant’s system or any other level of security or alarm which might otherwise be anticipated to be provided by the Landlord’s security system. The work necessary to make any alterations, improvements or additions to the Premises, whether prior to or subsequent to an applicable Commencement Date, shall be done at Tenant’s expense by employees of or contractors hired by Landlord except to the extent Landlord gives its prior written consent to Tenant’s hiring its own contractors, which consent shall not be unreasonably withheld or delayed. Initial construction of the Premises shall be accomplished by Tenant’s contractor using plans and specifications prepared by Tenant’s architect in accordance with the Work Letter. It is understood that Landlord’s consent to the hiring by Tenant of Tenant’s own contractors for any work subsequent to initial construction (the contractor for which has been approved by Landlord as provided in the Work Letter) may be withheld if Landlord’s permitting such hiring might reasonably be expected to result in an interruption of services provided to tenants of the Building by reason of labor difficulties. Tenant shall promptly pay to Tenant’s contractors, or to Landlord if Landlord has hired the contractor, when due, the actual cost of all such work and of all decorating. In connection with seeking Landlord’s approval hereunder, Tenant shall provide to Landlord plans and specifications regarding proposed alterations, additions or improvements, as Landlord shall reasonably require, and Tenant shall, in addition to all other expenses which Tenant is obligated to pay to Landlord hereunder, pay to Landlord the actual reasonable out-of-pocket expense incurred by Landlord in connection with the review of such information. Upon completion of such work Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials, all in form reasonably satisfactory to Landlord. Tenant shall defend and hold Landlord, Landlord’s lessor, any mortgagee of Landlord, the MTA (hereinafter defined), the Property and the Building harmless from all costs, damages, liens and expenses related to such work. All work done by Tenant or its

contractors pursuant to Paragraphs 9 or 10 shall be done in a first-class workmanlike manner using only good grades of materials and shall comply with all insurance requirements and all applicable laws and ordinances and rules and regulations of governmental departments or agencies.

B. All alterations, improvements and additions to the Premises, whether temporary or permanent in character, made or paid for by Landlord or Tenant, which are not removed by Tenant (to the extent permitted and as provided in Paragraph 18) prior to the end of the Term shall without compensation to Tenant become Landlord’s property at the termination of this Lease by lapse of time or otherwise and shall, unless Landlord has requited their removal as a condition of its consent to installation (in which case Tenant shall remove the same as provided in Paragraph 18), be relinquished to Landlord in good condition, ordinary wear and damage or condition resulting from the effects of casualty and eminent domain excepted. Notwithstanding the foregoing, Tenant shall not be obligated to remove any partitions, floor or wall coverings, or other normal office layout construction (“Customary Office Improvements”), or any improvements made pursuant to the Work Letter unless otherwise specified by Landlord in connection with Landlord’s approval of Tenant’s plans for initial construction of the Premises. Nothing contained herein shall be deemed to grant Landlord an ownership interest in Tenant’s trade fixtures, equipment or personal property (including, without limitation, the work stations and anti-static floor in the communications room) which shall remain Tenant’s property and may be removed during or at the end of the term of the Lease provided that Tenant shall repair any and all damage to the Premises caused by such removal.

Tenant may install, maintain, replace, remove or use any communications or computer wires, cables and related devices (collectively the “Lines”) at the Property in or serving the Premises, provided: (a) Tenant shall obtain Landlord’s prior written consent to any such action (which consent shall not be unreasonably withheld or delayed), use an experienced and qualified contractor approved in writing by Landlord (which approval shall not be unreasonably withheld or delayed), and comply with all of the other

provisions of Paragraph 10A, (b) any such installation, maintenance, replacement, removal or use shall not interfere with the use of any then existing Lines at the Building, (c) as to Lines installed after the initial buildout, an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Building, as determined in Landlord’s reasonable opinion, (d) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings or ordinary twisted pair riser cable or cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, (e) as a condition to permitting the installation of new Lines, Landlord may require that Tenant remove existing Lines located in or serving the Premises (other than Lines installed or used by Tenant), (f) Tenant’s rights shall be subject to the rights of any regulated telephone company, and (g) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines installed by Tenant located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws, ordinances, rules or regulations or causing a dangerous or potentially dangerous condition within thirty (30) days after written notice.

Landlord may (but shall not have the obligation to): (i) install new Lines at the Building, (ii) create additional space for Lines at the Property, and (iii) reasonably monitor and/or supervise the installation, maintenance, replacement and removal of, the allocation and periodic re-allocation of available space (if any) for, and (solely as to Lines installed by Landlord) the allocation of excess capacity (if any) on, any Lines now or hereafter installed at the Building by Landlord, Tenant or any other party (but Landlord shall have no right to monitor or control the information transmitted through such Lines). Such rights shall not be in limitation of other rights that may be available to Landlord by law or otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for the costs attributable to Tenant, or may include those costs and all other costs in Operating Expenses under Paragraph 5A(vi) (including without limitation, costs for acquiring and installing Lines and risers to accommodate new Lines and spare Lines, any

associated computerized system and software for maintaining records of Line connections, and the fees of any consulting engineers and other experts); provided, the cost of any capital improvements shall be included in Operating Expenses hereunder and shall be amortized (together with reasonable finance charges) as provided in Paragraph 5A(vi) and shall not be included in Operating Expenses if attributable to any particular tenant or tenants of the Property or would otherwise not be includable in Operating Expenses pursuant to exclusions under Paragraph 5A(vi).

Tenant shall remove currently existing Lines in the Premises, including, without limitation, those above the existing finished ceiling in connection with Tenant’s construction, but Tenant shall have no obligation to remove any Lines installed by or for Tenant within or serving the Premises upon termination of this Lease. Any Lines not removed prior to the end of the Term shall, at Landlord’s option, become the property of Landlord (without payment by Landlord). Tenant shall not, without the prior written consent of Landlord in each instance, grant to any third party a security interest or lien in or on the Lines, and any such security interest or lien granted without Landlord’s written consent shall be null and void. Subject to Paragraph 8C and except to the extent arising from the intentional or negligent acts of Landlord or Landlord’s agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant’s use of any Lines will be free from the following (collectively called “Line Problems”): (x) any eavesdropping or wire-tapping by unauthorized parties, (y) any failure of any Lines to satisfy Tenant’s requirements, or (z) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the Building, by any failure of the environmental conditions or the power supply for the Building to conform to any requirements for the Lines or any associated equipment, or any other problems associated with any Lines by any other cause; provided, however, that Landlord shall use its best efforts to enforce the leases of other tenants in respect of matters relating to Line Problems. Subject to Paragraph 8C, under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant or relieve

Tenant from performance of Tenant’s obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

11. COVENANT AGAINST LIENS .

Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Property, the Building or the Premises, or to affect any estate or interest of Landlord, Landlord’s lessor, any mortgagee or the MTA. Tenant covenants and agrees not to suffer or permit any lien of mechanics, materialmen or others to the placed against the Property, the Building or the Premises, or to affect any estate or interest of Landlord, Landlord’s lessor, any mortgagee or the MTA, with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of any lien, or claim therefor being asserted, Tenant covenants and agrees to cause same to the immediately released and removed of record or bonded over. In the event that such lien is not released and removed or bonded over within twenty (20) days of the date Tenant receives notice of the same, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and Tenant shall promptly upon notice reimburse Landlord for all sums, costs and expenses (including reasonable attorneys’ fees) incurred by Landlord in connection therewith.

12. INSURANCE .

A. Waiver of Subrogation .

Landlord and Tenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to the Property, the Building or the Premises or to

the contents thereof, which loss or damage is (i) covered by valid and collectible physical damage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies or (ii) required to be covered under this Lease but the party required to maintain such insurance failed to maintain the same in which event such party shall be deemed to have received the total insurance proceeds required to be carried hereunder. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give to each insurance company which has issued, or in the future may issue, to it policies of physical damage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver. Tenant’s waiver of subrogation as hereinabove set forth shall also run to the benefit of and extend to Landlord’s lessor and the MTA.

B. Coverage .

Tenant shall purchase and maintain insurance during the entire Term for the benefit of Tenant, with Landlord, Landlord’s lessor, any mortgagee and the MTA named as additional insureds (as their respective interests may appear) in companies reasonably satisfactory to Landlord, and with such increases in limits as Landlord may from time to time request (provided such increases are consistent with that required of similar tenants in the Greater Boston area), but initially Tenant shall maintain the following coverages in the following amounts:

(i) Commercial General Liability Insurance covering Tenant, with Landlord, Landlord’s lessor, the MTA and Landlord’s management agent named as additional insureds for claims of bodily injury, personal injury and property damage arising out of Tenant’s operations, assumed liabilities or use of the Premises, for limits of liability not less than:

Bodily Injury and Property		$3,000,000 each occurrence

Damage Liability		$3,000,000 annual aggregate

Personal Injury Liability		$3,000,000 annual aggregate
		0% Insured’s participation

(ii) Comprehensive Automobile Insurance covering all owned, non-owned and hired automobiles of Tenant including the loading and unloading of any automobile with limits of liability not less than:

Bodily Injury and Property		$3,000,000 each person

Damage Liability		$3,000,000 each accident

(iii) Physical Damage Insurance covering all additions, improvements and alterations to the Premises which are beyond the building standard tenant improvements provided by Landlord and all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant’s property on the Premises. Such insurance shall be written on an “all risks” of physical loss or damage basis, for the full replacement cost value of the covered items and in amounts that meet any coinsurance clauses of the policies of insurance.

Tenant shall, prior to the commencement of the Term, furnish to Landlord certificates evidencing such coverage, on ACORD Form 27, which certificates shall state that such insurance coverage may not be changed or canceled without at least thirty (30) days’ prior written notice to Landlord and Tenant and shall name Landlord and Landlord’s management agent as additional insureds.

During the Term of this Lease, Landlord shall secure and carry (a) a policy of commercial general liability insurance covering Landlord on an occurrence basis in an amount not less than $3,000,000 for claims based on bodily injury (including death), personal injury and property damage relating to the Property and the Land; and (b) a

policy of property insurance covering the Property and the other improvements on the Land for direct risk of physical loss, on an occurrence basis, in an amount equal to the full replacement cost of the Property and other improvements on the Land.

C. Avoid Action Increasing Rates .

Tenant shall comply with all applicable laws and ordinances, all orders and decrees of court and all requirements of other governmental authorities having jurisdiction over the Building and of the applicable rating bureau, and shall not, directly or indirectly, make any use of the Premises which may thereby be prohibited or be dangerous to person or property or which may jeopardize any insurance coverage or may increase the cost of insurance or require additional insurance coverage. If by reason of the failure of Tenant to comply with the provisions of this Paragraph 12C, (i) any insurance coverage is jeopardized Landlord may, in addition to all other remedies which may be available to Landlord, require Tenant to cease such use and if Tenant does not do so promptly, Landlord may terminate this Lease or (ii) if insurance premiums are increased, Landlord may require Tenant to make immediate payment of the increased insurance premium.

13. FIRE OR CASUALTY .

A. Paragraph 9 hereof notwithstanding, if the Premises or the access thereto (which term for purposes of this Paragraph 13 shall include Office Section corridors which provide access to the Premises, elevator or escalator service to the Premises and the garage, at least one pedestrian entrance to the Building which provides access to the elevators and such other access as shall be necessary to permit Tenant to conduct its business in the Premises) shall be damaged by fire or other casualty and if such damage is not of such a character or magnitude as would result in Landlord having a right to terminate under this Paragraph 13A, or if a right to terminate is available to either Landlord or Tenant but no termination is exercised, Landlord shall, subject to building

and zoning laws then applicable, repair and restore the Premises to substantially the condition (exclusive of tenant improvements thereto to the extent such tenants, including Tenant, are responsible therefor) thereof prior to the casualty, and shall restore access to the Premises and Building systems to the extent necessary to permit Tenant to operate its business in the Premises, with reasonable promptness and subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord’s reasonable control, but shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with respect thereto plus the deductible under Landlord’s insurance, provided that such limitations shall not apply to the extent Landlord has not maintained all insurance required to be carried hereunder and unless diligently pursued all claims against its insurer. Landlord shall have the right to terminate this Lease by giving notice of Landlord’s election so to do not later than “Landlord’s Restoration Notice Date” (as hereinafter defined) in the following circumstances:

(a) If damage from fire or other casualty to the Premises or access thereto is such that the same cannot, in the ordinary course, reasonably be expected to be repaired within two hundred seventy (270) days from the date of damage and Landlord terminates the leases of all other similarly situated tenants in space which is in the Tower in which the damaged space is located; or

(b) If damage from fire or other casualty to a “Tower” (the Office Section being comprised of four “Towers” known as One Copley Place, Two Copley Place, Three Copley Place and Four Copley Place) in which all or a portion of the Premises is located is such that the same cannot, in the ordinary course, reasonably be expected to be repaired within two hundred seventy (270) days from the date of damage and Landlord terminates the leases of all other similarly situated tenants in space which is in the Tower in which the damaged space is located (but Landlord’s right to terminate hereunder shall only apply to that portion of the Premises which is located within the Tower damaged by such fire or other casualty); or

(d) If damage to the Building from fire or other casualty is such that the same cannot, in the ordinary course, reasonably be expected to be repaired within one year from the date of damage and Landlord terminates the leases of all other similarly situated tenants in space which is in the Tower in which the damaged space is located.

Landlord shall notify Tenant no later than Landlord’s Restoration Notice Date of the date by which Landlord reasonably estimates such repairs will be substantially completed (the “Estimated Repair Completion Date”). Tenant shall have the right to terminate this Lease by giving notice to Landlord of Tenant’s election so to do in the following circumstances:

(1) If only the Premises and/or the access thereto have been damaged by fire-or-casualty and the Estimated Repair Construction Date is more than three hundred sixty (360) days after the date of damage,

(2) If the Premises and/or access thereto have not been damaged such that clause (1) is applicable, but a Tower in which all or a portion of the Premises is located has been damaged by fire or other casualty, the Estimated Repair Completion Date is more than three hundred sixty (360) days from the date of damage and such damage has a materially adverse effect on the business of Tenant in the Premises (but Tenant’s right to terminate hereunder shall only apply to that portion of the Premises which is located within the Tower damaged by such fire or other casualty),

(3) If the Premises and/or access thereto or a Tower in which all or a portion of the Premises is located have not been damaged such that clause (1) or (2) is applicable, but the Building has been damaged by fire or other casualty, the Estimated Repair Completion Date is more than three hundred sixty (360) days from the date of damage and such damage has a materially adverse effect on the business of Tenant in the Premises, or

(4) If substantial completion of repairs actually takes thirty (30) days longer than the Estimated Repair Completion Date and Tenant had the right to terminate or would have had the right if Landlord had correctly stipulated the Estimated Repair Completion Date (but Tenant’s right to terminate hereunder shall only apply to that portion of the Premises which would have been the subject of such a termination had Landlord correctly stipulated).

(5) If substantial completion of repairs to the Premises and access thereto sufficient for Tenant to conduct its business in the Premises occurs more than three hundred sixty (360) days after the date of damage and Tenant notifies Landlord of its intent to terminate within thirty (30) days after the end of such 360 day period unless not later than the end of such thirty (30) day period Landlord shall have so substantially completed such repairs, such termination to be effective as of midnight on the thirtieth day after such 360 day period (but Tenant’s right to terminate hereunder shall only apply to that portion of the Premises which would have been the subject of such a termination had Landlord correctly stipulated).

In the event a party entitled to do so gives such termination notice, this Lease shall terminate (with appropriate proration(s) of Rent being made for Tenant’s use of any tenantable portion of the Premises after the date of such damage) as of the date specified in such notice (but in no event sooner than thirty (30) days after the date of such notice) with the same force and effect as if the date specified were the Termination Date. Landlord shall have no liability to Tenant, and except as specifically set forth above,

Tenant shall not be entitled to terminate this Lease by virtue of any delays in completion of such repairs and restoration. Further, in the event this Lease is not terminated, Landlord shall not be obligated to restore any portion of the Office Section or the Building outside of the Premises which is not necessary for reasonable access to and egress from the Premises provided such failure to restore does not interfere with Tenant’s ability legally to occupy the Premises or to reconstruct the alterations, additions and improvements for which it is responsible. Rent shall abate on those portions of the Premises as are, from time to time, untenantable (“untenantable” meaning “not suitable for the normal conduct of Tenant’s business”) as a result of such damage. For purposes hereof, Landlord’s Restoration Notice Date shall be the date which is the earlier of (i) thirty (30) days after Landlord has ascertained all information required by Landlord to determine whether or not to terminate this Lease, including without limitation the amount of insurance proceeds which are available to Landlord for restoration and (ii) ninety (90) days after the date of such damage.

B. Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Paragraph 13 to repair or restore any portion of the alterations, additions or improvements in the Premises or the decorations thereto except to the extent that such alterations, additions, improvements and decorations were provided by Landlord at the beginning of the Term. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant’s sole cost and expense subject to all of the provisions of Paragraph 9 hereof. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord either directly or through an allowance to Tenant.

14. WAIVER OF CLAIMS - INDEMNIFICATION .

To the extent not prohibited by law, Landlord, its partners, its managing agent, Landlord’s lessor, any mortgagee, the MTA and their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply without distinction as to the person whose act or neglect was responsible for the damage and whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defined, protect, indemnify and save harmless Landlord, Landlord’s lessor, any mortgagee and the MTA from and against all liability to third parties which arose (or which were claimed to have arisen) within the Premises. Nothing contained herein shall, however, excuse landlord from its obligations regarding maintenance of the Building, as contrasted with Landlord being released from liability for personal or property damage arising from Landlord’s failure to maintain; nor shall this Paragraph relieve Landlord from liability for its negligence except as provided in Paragraph 12A or, but only to the extent liability therefor cannot be released as a matter of law, the negligence of its agents, employees and contractors; nor shall this Paragraph modify Landlord’s obligations with respect to failure of services pursuant to Paragraph 8C of this Lease.

Landlord agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties which arose (or which is claimed to have arisen) outside of the Premises.

15. NONWAIVER .

No waiver of any provision of this Lease shall be implied by any failure of either party to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or of Tenant’s right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

16. CONDEMNATION .

If the Property, the Building or any portion thereof shall be taken or condemned by any competent authority for any public or quasi-public use or purpose (a “taking”), Landlord shall have the right, exercisable at its sole discretion within one hundred eighty (180) days of official notice of taking, to cancel this Lease upon not less than ninety (90) days’ notice prior to the date of cancellation designated in the notice provided Landlord terminates all other leases of the Tower in which the Premises are located which are similarly affected by such taking. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by such taking or change

in configuration except for Tenant’s relocation expenses and costs of improvements to the Premises.

17. ASSIGNMENT AND SUBLETTING .

A. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld) (i) assign, convey or mortgage this Lease or any interest hereunder, (ii) permit to occur or exist any assignment of this Lease, or any lien upon Tenant’s interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof; or (iv) permit the use of the Premises by any parties other than Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect. Landlord’s consent to any assignment, subletting or transfer or Landlord’s election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord’s consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord’s right to withhold its consent to any future assignment, subletting, or transfer. Notwithstanding any contrary provision of this Lease, Tenant shall have the right, without the prior consent of Landlord, to assign this Lease and to sublet all or any portion of the leased Premises to any person or entity (a) controlling, controlled by, or under common control with Tenant, (b) acquiring all or substantially all of the assets of Tenant, or (c) with or into which Tenant merges or consolidates and which succeeds in any case to the business conducted by Tenant originally named herein so long as (i) the principal purpose of such assignment or sublease is not the acquisition of Tenant’s interest in this Lease, (ii) the assignment or sublet is not made to circumvent the provisions of this Section 17A, and (iii) the assignee or sublessee succeeds to Tenant’s business conducted within the Premises immediately prior to such assignment or sublet.

B. If Tenant requests or was obligated to request Landlord’s consent to assign this Lease or sublet all or any portion of the Premises in addition to withholding its

consent, Landlord shall have the option, exercisable by written notice to Tenant given within thirty (30) days after receipt of such request, to terminate this Lease for the entire Premises, in the case of an assignment or subletting of the whole, and for the portion of the Premises, in the case of a subletting of a portion. If Landlord exercises its right to terminate, Tenant shall have the right to rescind its request for consent and agree not to assign or sublet by written notice of such rescission and agreement given to Landlord within five (5) business days of the date on which Landlord notifies Tenant of Landlord’s intent to terminate this Lease by reason of such request and in such event Tenant shall be deemed not to have requested consent, no assignment or sublet which would otherwise require consent shall occur and Landlord’s termination notice shall be void and of no further force or effect. In the event that Landlord exercises such right to terminate and Tenant does not timely exercise its right to rescind, Landlord shall be entitled to recover possession of and Tenant shall surrender the whole or such portion of the Premises on the later of (i) the proposed date for possession by such assignee or subtenant, or (ii) ninety (90) days after the date of Landlord’s notice of termination to Tenant. In the event of termination in respect of a portion of the Premises, the portion so eliminated shall be delivered to Landlord in good order and condition and thereafter, to the extent necessary in landlord’s judgment, Landlord, at its own cost and expense, may have access to and may make modification to the Premises so as to make such portion a self-contained rental unit with access to common areas, elevators and the like. Base Rent and Tenant’s Proportionate Share shall be adjusted according to the extent of the Premises for which the Lease is terminated. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant or a subletting of the whole of the Premises by Tenant at a rent which, in either case, exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion’s pro rata share of the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant’s receipt of each installment of any such excess rent, 50% of the full amount of any such excess rent after deduction of Tenant’s costs in connection with such assignment or sublet including, without limitation, attorneys’ fees, brokerage commissions and modifications to the

Premises. The provisions of this Paragraph shall apply to each and every assignment of the Lease and each and every subletting of all or a portion of the Premises with respect to which the consent of the Landlord is required. Each request by Tenant for permission to assign this Lease or to sublet the whole or any part of the Premises shall be accompanied by a warranty by Tenant as to the amount of rent to be paid to Tenant by the proposed assignee or sublessee. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any consideration received in connection with such an assignment or subletting, and shall have the right to make copies thereof. If the excess rent being paid shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and Landlord’s cost of such audit if understated by more than five percent (5%) and if the amount paid is so understated more than once during the Term by more than five percent (5%), Landlord shall have the right to terminate this Lease upon thirty (30) days’ notice. For the purposes of this Paragraph 17B, the term “rent” shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to another related to the use and occupancy of all or a portion of the Premises.

18. SURRENDER OF POSSESSION .

Upon the expiration of the Term or upon the termination of Tenant’s right of possession to all or a portion of the Premises, whether by lapse of time or at the option of Landlord as herein provided, Tenant shall forthwith quietly and peaceably surrender the Premises or portion thereof to Landlord in good order, repair and condition, ordinary wear, damage by fire or other casualty, taking by eminent domain or caused by Landlord, its agents, employees or contractors excepted. Except as otherwise provided in this Lease, any interest of Tenant in the alterations, improvements and additions to the Premises made or paid for by Landlord or Tenant shall, without compensation to Tenant, become Landlord’s property at the termination of this Lease by lapse of time or otherwise and such alterations, improvements and additions shall be relinquished to Landlord in good condition, ordinary wear, damage by fire or other casualty, taking by eminent

domain or caused by Landlord, its agents, employees or contractors excepted. Not later than the termination of the Term or of Tenant’s right of possession Tenant shall remove office furniture, trade fixtures, office equipment and all other items of Tenant’s property on the Premises. Subject to Paragraph 12A above, Tenant shall pay to Landlord upon demand the cost of repairing any damage to the Premises and to the Building caused by any removal required hereunder. If Tenant shall fail or refuse to remove any such property from the Premises, Landlord shall, at Tenant’s expense, (i) remove the same or any part in any manner that Landlord shall choose, repairing any damage to the Premises caused by such removal, and (ii) store the same without incurring liability to Tenant or any other person. If Tenant fails to pay Landlord’s cost relating to such removal, storage and repair and claim such property within thirty (30) days of termination, Tenant shall be conclusively presumed to have abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise and Landlord may destroy or otherwise dispose of the same, but such abandonment shall not affect Tenant’s obligations with respect to the costs of removal, storage, repair, destruction and/or disposition.

19. HOLDING OVER .

In addition to performing all of Tenant’s other obligations hereunder, Tenant shall pay to Landlord an amount as Rent equal to the greater of (i) the monthly market rental rate for a term of not less than one (1) year for similar premises in the Building without regard to concessions such as tenant improvement allowance and free rent, if any, or (ii) the sum of one hundred fifty percent (150%) of one-twelfth the Base Rent and one hundred fifty percent (150%) of one-twelfth the Additional Rent paid by Tenant during the previous Calendar Year herein provided, such amount to be paid monthly during each month or portion thereof for which Tenant shall retain possession of the Premises or any part thereof after the termination of the Term or of Tenant’s right of possession, whether by lapse of time or otherwise, and also shall pay all damages sustained by Landlord, whether direct or consequential, on account thereof. At the option of Landlord, expressed

in a written notice to Tenant and not otherwise, if such holding over continues for more than thirty (30) days, such holding over shall constitute a renewal of this Lease for a period of one year at such Base Rent and Additional Rent as would be applicable for such year, and if Landlord does not so notify Tenant, such holding over shall constitute the Tenant a tenant-at-will from month to month. The provisions of this Paragraph 19 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

20. ESTOPPEL CERTIFICATE .

Tenant agrees that, from time to time upon not less than twenty (20) days’ prior request by Landlord, Landlord’s lessor or any mortgagee, Tenant or Tenant’s duly authorized representative having knowledge of the following facts will deliver to Landlord a statement in writing certifying (i) that to Tenant’s knowledge this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that the Lease as modified is in full force and effect); (ii) the dates to which Rent and other charges have been paid; (iii) that Landlord is not in default under any provision of this Lease, or, if in default, the nature thereof in detail; (iv) that the Premises have been-delivered to Tenant by Landlord and accepted by Tenant (or if not, the reason therefor); (v) that there are no proceedings pending against Tenant which have been adversely decided and which would affect Tenant’s obligations under this Lease (and if not correct, detail regarding such proceeding); (vi) that Tenant has not made a claim against Landlord which has not been resolved or satisfied (and if not, correct details regarding the same); and (vii) such further matters as may be reasonably requested by Landlord, it being intended that any such statement may be relied upon by any prospective assignee of Landlord, any mortgagee or prospective mortgagee of the Building, any prospective assignee of any such mortgagee, or any prospective and/or subsequent purchaser or transferee of all or a part of Landlord’s interest in the Property, the Office Section or the Building, or any other person having an interest therein. Tenant shall execute and deliver whatever instruments may be reasonably required for such

purposes, and in the event Tenant fails so to do within twenty (20) days after demand in writing, Tenant shall be considered in default under this Lease.

21. SUBORDINATION .

This Lease and all rights of Tenant hereunder are subject and subordinate to the mortgage which now encumbers the Property and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground lease or similar instrument now against the Building. It is the intention of the parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of this Lease other than the non-disturbance agreements described below. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant hereunder to such mortgage or ground lease or to any mortgage or ground lease which may hereafter encumber the Property or the Building or to confirm or evidence such subordination and to confirm or evidence Tenant’s agreement to attorn to the holder of any such mortgage or the ground lessor under such ground lease, on condition with respect to mortgages other than the mortgage which now encumbers the Property, that such holder or ground lessor shall agree in such instrument (a “Non-Disturbance Agreement”) that such holder or ground lessor for so long as Tenant is not in default of those terms, covenants and conditions of this Lease, beyond applicable periods of notice and grace, which are to be performed by Tenant (i) will not disturb Tenant’s possession of the Premises or other rights under this Lease and (ii) will not join in any foreclosure action or action to terminate the ground and (iii) will recognize the Tenant as its tenant on the terms and conditions of this Lease in the event of a foreclosure, deed in lieu of foreclosure or termination of a ground lease, as applicable. Such Non-Disturbance Agreement shall further provide, at the option of the mortgagee or ground lessor, that in the event any proceedings are brought for the foreclosure of any mortgage with respect to which a Non-Disturbance Agreement in Tenant’s favor is in effect or for the termination of a ground lease with respect to which a Non-Disturbance

Agreement in Tenant’s favor is in effect, Tenant will attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale or to such ground lessor if so requested to do by such purchaser or ground lessor, and to recognize such purchaser or ground lessor as the Landlord under this Lease. Landlord agrees to use reasonable efforts to cause the holder of the existing mortgage on the Property to enter into such a Non-Disturbance Agreement with Tenant, in such holder’s standard form, as promptly as reasonably possible. For purposes of the foregoing, “reasonable efforts” shall mean: (a) Landlord shall, not later than the date hereof, submit the then most current draft of this Lease (or the execution copy of this Lease, as the case may be) to Metropolitan Life Insurance Company (“Met”) with the request that Met promptly review the Lease and enter into a Non-Disturbance Agreement in the form of Non-Disturbance Agreement which Met has previously issued to tenants of the Office Section with such modifications as Tenant may request, (b) at regular intervals, Landlord shall renew its request to Met in the event a Non-Disturbance Agreement has not then been issued and (c) in the event Met indicates its unwillingness to issue a Non-Disturbance Agreement or that it is unwilling to issue Non-Disturbance Agreement in the form requested by Tenant, Landlord shall request that Met discuss any issues directly with Tenant and/or its counsel. In all event, in attempting to obtain a Non-Disturbance Agreement for the benefit of Tenant, Landlord will proceed with diligence and in good faith. Tenant agrees to execute and deliver at any time and from time to time, upon the request and at the expense of Landlord or of any holder of such mortgage or of such purchaser and ground lessor, any instrument which, in the sole reasonable judgment of such requesting party, may be necessary or appropriate in any such foreclosure proceeding or termination or otherwise to evidence such attornment by Tenant as described herein, on condition that such party shall agree in such instrument that for so long as Tenant is not in default of those terms, covenants and conditions of this Lease, beyond applicable periods of notice and grace, which are to be performed by Tenant it (x) will not disturb Tenant’s possession of the Premises or other rights under this Lease and (y) will not join in any foreclosure action or action to terminate the ground lease and (z) will recognize the Tenant as its tenant on the terms and conditions of this Lease in the event of a foreclosure, deed in lieu of

foreclosure or termination of a ground lease, as applicable. Tenant further waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the event any such foreclosure proceeding or termination is brought, prosecuted or completed. Tenant and Landlord further agree that if so requested by any mortgagee or ground lessor of Landlord, this Lease shall be made superior to any such mortgage or ground lease and that they will execute such documents as may be reasonably required by such mortgagee or ground lessor to effect the superiority of this Lease to such mortgage or ground lease, provided such is in form and substance-reasonably acceptable to Tenant.

22. CERTAIN RIGHTS RESERVED BY LANDLORD .

Landlord shall have the following rights (but not obligations), each of which Landlord may exercise without notice to Tenant and, except as provided in Paragraph 14, without liability to Tenant for damage or injury to property, person or business on account of the exercise thereof, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of Tenant’s use or possession of the Premises and shall not give rise to any claim for set-off or abatement of Rent:

(i) To change the Building’s name or street address.

(ii) To install, affix and maintain any and all signs on the exterior and on the interior of the Building (including, but only if mandated by law, within the Premises).

(iii) To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance of any of said work, to temporarily close doors, entryways, public

space and corridors in the Building and, upon not less than forty-eight (48) hours’ advance notice (except in case of emergency), to interrupt or temporarily suspend services or use of facilities, all without affecting any of Tenant’s obligations hereunder, so long as the Premises are reasonably accessible and usable. Landlord’s exercise of its rights hereunder shall be conducted at such times and in such manner as to avoid unreasonable interference with Tenant’s use and occupancy of the Premises. Any exercise of such rights within the Premises (except for repairs) shall be subject to Tenant’s consent, which shall not be unreasonably withheld, conditioned or delayed.

(iv) To furnish door keys for the entry door(s) in the Premises at the commencement of this Lease and to retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. Tenant agrees to purchase only from Landlord

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