Common use of Tenant’s Default Clause in Contracts

Tenant’s Default. (a) If at any time any one or more of the following events (herein referred to as a “Default of Tenant”) shall occur: (i) Tenant shall fail to make payment of rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenant; or (ii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of charges for which provision is made herein on or before the date when on which the same become due but makes such payment within five and payable, and the same continues for ten (510) business days after receipt (as set forth in Section 9.11) of written notice of such failure by Tenant from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any period of twelve (12) consecutive calendar months, Tenant shall thereafter in the same twelve (12) month period fail to perform pay the fixed rent, Additional Rent or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest other charges within five (such as, but without limitation, failure to maintain general liability insurance, or 5) business days after the employment of labor date on which the same become due and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofpayable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or (iv) Tenant shall employ labor or contractors within the Premises that lead to disharmonious labor relations, and such failure continues for five (5) business days after receipt (as set forth in Section 9.11) of written notice by Tenant from Landlord thereof; or (v) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after written notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, in any manner permitted by law, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1(a), Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses incurred in good faith, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would have fallen due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated or Landlord re-enters the Premises based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building, or (iv) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial resources or operating experience to operate the Premises in a first-class manner. (i) In the alternative, Landlord may elect, by notice given to Tenant at the election of Landlord, Tenant will upon any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as liquidated final damages and in lieu of all other damages beyond the date of such notice, to require Tenant to pay to Landlord, as damages, such a sum as at the time of the giving of such termination notice represents (x) the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of six percent (6%), of the total Rent rent and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above (b) the then cash rental discounted present value, at a discount rate of six percent (6%), of the total rent and other charges that would be received by Landlord if the Premises were relet at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in advancerent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus (y) all reasonable out-of-pocket expenses which Landlord may have incurred in good faith with respect to the Premises for what would be collection of such damages. (ii) For the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share share of Taxes excess taxes, Tenant’s share of excess operating costs and Tenant’s Proportionate Share share of Operating Costs excess electrical costs would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions concessions, abatements or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgmentsole, but good faith, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and . Tenant hereby waives, to the extent permitted expressly waives any and all rights of redemption granted by applicable law, or under any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control present or future laws in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall of Tenant being evicted or dispossessed, or in the event of Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete obtaining possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use by reason of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable violation by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) covenants and conditions of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunderLease. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a an “Event of Default” or “Default of Tenant”") shall occurhappen: (i) Tenant shall fail to make payment pay an installment of Base Rent, additional rent or any other monetary amount charges hereunder when due under this Lease; provided that not more than twice per calendar yeardue, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within continue for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure to Tenant from Landlord to TenantLandlord; or (ii) Landlord rightfully having given the notice specified in Section 8.1 (a)(i) above twice in any Lease Year, Tenant shall thereafter in the same Lease Year as the first notice was given fail to pay the Base Rent, additional rent or other charges on or before the date on which the same becomes due and payable; or (iii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s 's interest in the Property (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises insurance in violation accordance with applicable requirements of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofis not cured within any applicable cure period specified in this Lease; or (iiiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed observed, and Tenant shall fail to remedy the same within thirty ten (3010) business days after written notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty ten (3010) business day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of lawlaw directed against Tenant; or (vi) The Premises shall remain vacant for a period of thirty (30) consecutive days (other than for a vacancy resulting from damage or destruction by fire or other casualty or taking by eminent domain), or if Tenant vacates or abandons the Premises; or (vii) Tenant shall be judicially declared bankrupt make an assignment or insolvent according to lawtrust mortgage arrangement, or if any assignment shall be made so called, of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other statute, law or regulation for the relief of debtors, or if a receivershall seek or consent to or acquiesce in the appointment of any trustee, guardian, conservator, trustee in involuntary bankruptcy receiver or other similar officer shall be appointed to take charge liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, (whether or not consecutive); or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun, (whether or if Tenant shall file a petition for such reorganization, not consecutive); or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtsInitials: Landlord ; orInitials Tenant: (vix) Tenant shall abandon fails to maintain the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment policies of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, insurance set forth in Section 6.8 hereof; then in any such case, Landlord maymay exercise any remedies it may have at law or in equity, including, without limitation, any one or more of the following: (1) Declare immediately due and payable the amount of rent due under the Lease from the date of Tenant’s default to the date the applicable initial term of the Lease or any Extension Period is scheduled to terminate. If Tenant receives any concessions from Landlord at the commencement of the Lease Term, whether such concessions are in the form of free or reduced rent from any time after the Beginning Date and/or construction contributions in the form of cash or rent credits, then in the event of an uncured Event of Default by Tenant in addition to any and all other remedies available to Landlord, such concessions shall be deemed as Additional Rent immediately due and payable to Landlord. (2) Terminate this Lease and any right of renewal thereof, and retake possession of the Premises; or (3) Without terminating this Lease, re-enter and re-let the Premises, or any part thereof, with or without legal process, as the agent and for the account of Tenant upon such terms and conditions as Landlord may deem advisable or satisfactory, in which event the rents received on such re-letting shall be applied first to the expenses of such re-letting and collection including but not limited to, renovation and alterations of the Premises, reasonable attorney's fees, any real estate commissions paid, and thereafter toward payment of all sums due or to become due Landlord hereunder, less the sums received by Landlord from re-letting the Premises and if a sufficient sum shall not be thus realized or secured to pay such sums and other charges, Tenant shall pay Landlord any deficiency immediately upon demand therefor, and Landlord may bring an action therefor as such deficiency shall arise, Landlord shall not be required to pay Tenant any surplus of any sums received by Landlord on a re-letting of said Premises in excess of the rent provided in this Lease. (4) If any Event of Default occurs, the Landlord, in addition to any other rights and remedies otherwise available to Landlordit may have, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store all or any part of the Tenant’s property from the Premises and that of persons claiming by, through any property removed may be stored in any public warehouse or under Tenant elsewhere at the sole risk cost of, and expense for the account of Tenant andand the Landlord shall not be responsible for the care or safekeeping thereof whether in transport, if storage or otherwise, and the Tenant hereby waives any and all claim against Landlord so electsfor loss, destruction and/or damage or injury which may be occasioned by any of the aforesaid acts. (x5) No such re-entry or taking possession of the Premises by Landlord shall be construed as an election on Landlord’s part to sell terminate this Lease unless a written notice of such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, intention is given to Tenant. Notwithstanding any such re-letting without termination, Landlord may at all times thereafter elect to terminate this Lease for such previous default. Any such re-entry shall be allowed by Tenant without hindrance, and Landlord shall not be liable in damages for any such reentry, or (y) to dispose guilty of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title trespass or interest in any property remaining in the Premises after such termination, entry or re-forcible entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e6) The specified remedies to which Landlord may resort hereunder are cumulative and are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performanceperformance or other injunctive relief) allowed at law or in equity as if specific remedies were not herein provided for. The failure or forbearance of Landlord to enforce any right or remedy in connection with any Event of Default shall not be deemed a waiver of such default nor a consent to a continuation thereof, or waiver of the same default at any subsequent date. (f7) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket reasonable attorneys’ fees and expensesexpenses including such fees and expenses on appeal of any decision) in enforcing its rights hereunder or occasioned by any Event of Default of Tenant shall be paid by ▇▇▇▇▇▇Tenant. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. 8) Tenant and Landlord each hereby waives any and all rights of redemption granted by or under any present or future laws (it being intended that the laws of any state to the right, if any, to trial by jury. Nothing contained notice and cure periods set forth in this Lease shall limit or prejudice control). Tenant hereby waives the right to plead noncompulsory counterclaims in any action to terminate this Lease or Tenant’s right of possession as a result of nonpayment of rent. Initials: Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.; Initials Tenant:

Tenant’s Default. (a) If at Ifat any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “Default sometimes called an "Event of Tenant”Default") shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the written notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to perform pay the fixed rent, Additional Rent or observe some term other charges on or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or before the employment of labor date on which the same become due and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofpayable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease and the same continues for fifteen (15) business days after written notice from Landlord thereof; or (iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vi) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganizatio·n, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (vii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it (whether or not consecutive) (or if such petition is begunof such a nature that Tenant cannot reasonably dismiss or stay the same within such sixty (60) day period, Tenant shall fail to commence promptly to dismiss or stay the same and to prosecute such remedy to completion with diligence and continuity), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun, (whether or not consecutive) (or if such appointment is of such a nature that Tenant cannot reasonably vacate or stay the same within such sixty (60) day period, Tenant shall file a petition for fail to commence promptly to vacate or stay the same and to prosecute such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor remedy to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises completion with diligence and performs its other obligations under this Leasecontinuity), then, and in any such caseof said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date-flot less than ten ( 10) days after the giving of such notice on which this Lease snall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then, to the extent permitted by applicable law, Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) I n the event that this Lease is terminated under any of the provisions contained in Section 7. I (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at in the election of following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord's expenses, until the same are recovered, and until such recovery, Tenant will upon such termination pay to Landlordshall pay, as damages, such of each day when a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which payment would have accrued to Landlord fall due under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired termLease, the amount thereof respectively for which Tenant is obligated to pay under the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. terms of this Lease (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal 's liability prior to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable reletting and such recovery not in any way whatsoever to be diminished as a result of the fact that such reletting might be for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant's obligations as of each day when a payment would fall due under such re-lettingthis Lease, and only the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant hereby waivesallocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after -the date when the extent permitted by applicable law, any obligation Term of this Lease is scheduled to expire according to - its terms. Landlord may have agrees to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s 's control in within the Building shall be deemed to have satisfied Landlord’s Landlord 's obligation to use “"reasonable efforts.” " hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants tenant for the Premises unless and until Landlord obtains full and complete possession of the PremisesPremises (including, including without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to before leasing any other vacant space in the BuildingCityPoi nt Project, suitable for the use of the prospective tenant, or (iviii) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar office space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by LandlordCityPoint Project. (d) If there is (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time a guarantor after such termination and whether or assignee of this Lease or not Landlord shall have collected any interest of Tenant herein or any sublesseedamages as aforesaid, franchisee, concessionee, or licensee as liquidated final damages and in lieu of all other damages beyond the date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such guarantordamages, assignee, sublessee, franchisee, concessionee, or licensee shall constitute such a Default sum as at the time of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive the giving of any remedies or means such notice represents the amount of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the rightexcess, if any, of the total rent and other benefits which would have accrued to trial by jury. Nothing contained in Landlord under this Lease shall limit or prejudice from the right date of Landlord to prove such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and obtain above the then fair market cash rental value (in proceedings for bankruptcy, insolvency, or like proceedings by reason advance) of the termination of this Lease, an amount equal to Premises for the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount balance of the loss or damages referred Lease Term, both discounted to above. Except present value using six percent (6%) as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Leasediscount rate.

Tenant’s Default. (a) If at any time subsequent to the date of this Least any one or more of the following events (herein referred to as each a “"Default of Tenant”") shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent or any other monetary amount Additional Rent hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within continue for five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure to Tenant from Landlord to TenantLandlord; or (ii) Tenant shall fail to perform timely bond off or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises discharge a lien in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3accordance with Section 6.2(d) Business Days after notice from Landlord to Tenant thereofherein; or (iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 17.4 herein and such failure shall continue for more than five (5) Business Days after written notice to Tenant; or (iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, or, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall fail have an additional period, not to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than exceed ninety (90) days after the notice described in this subparagraph (iv), to Tenantremedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vi) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make a general assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant’s property ; or (viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (ix) If: (x) Tenant shall fail to pay the Basic Rent or Additional Rent hereunder when due or shall fail to perform or observe any other covenant herein contained on Tenant's part to be performed or observed and Tenant shall cure any such failure within the applicable grace period set forth in clauses (i) or (iv) above; or (y) a Default of Tenant of the kind set forth in clauses (i) or (iv) above shall occur and Landlord shall, in its sole discretion, permit Tenant to cure such Default of Tenant after the applicable grace period has expired; and the same or a similar --- failure shall occur twice more within the next 365 days (whether or not such similar failure is cured within the applicable grace period); then in any such case Landlord may terminate this Lease as hereinafter provided. (b) For purposes of clause (a)(v) above, an "Event of Bankruptcy" means the filing of a voluntary petition by a court Tenant, or the entry of competent jurisdictionan order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and such proceeding is not dismissed the term "Bankruptcy Code" means 11 U.S.C (S)101, et seq. If an Event of -- --- Bankruptcy occurs, then the trustee of Tenant's bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration filing of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenantvoluntary petition, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason entry of the termination order for relief (or such additional time as a court of this Leasecompetent jurisdiction may grant, an amount equal to for cause, upon a motion made within the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.original sixty- day period):

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent or pay any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days installment of the Annual Fixed Rent, Additional Rent or other charges for which provision is made herein on or before the date when on which the same become due but makes such payment within and payable, and the same continues for five (5) days after written notice of such failure from Landlord to Tenant; thereof, or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same become due and payable, or, (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease, or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit ▇-▇), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 7.1(a) specifically referred to) on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such neglect or failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “Default of Tenant”) shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent, Escalation Charges, additional charges or any other monetary amount charges hereunder when due and such failure shall continue for five (5) full Business Days after written notice from Landlord, provided, however, if, in any twelve-month period, Landlord has given to Tenant two (2) notices of a monetary default under this Lease; provided clause (i), then, with respect to any subsequent failure to pay that occurs during such twelve (12) month period after the giving of the second (2nd) notice, Landlord shall not more than twice per calendar yearbe obligated to give, and Tenant shall not be entitled to receive, a notice, and a Default of Tenant shall not exist if Tenant fails be deemed to make have occurred immediately upon such payment within five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenantsubsequent failure; or (ii) Tenant shall fail to perform neglect or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (iviii) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (iv) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or (vi) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall abandon the Premises remain undismissed or unstayed for an aggregate of sixty (provided that ▇▇▇▇▇▇’s vacating the Premises shall 60) days (whether or not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Leaseconsecutive), thenor if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); then in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or case Landlord may terminate this Lease by notice to Tenant, specifying a date not less than five (5) days after the giving of such notice on which this Lease shall terminate, Landlord being under no obligation to accept any cure of such Default of Tenant and this offered by Tenant during such period prior to the effective date of such termination, such period being provided solely to accommodate Tenant’s vacating of the Premises. This Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Term of this Lease Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agreesFor purposes of clause (a)(v) above, notwithstanding any termination an “Event of this Lease as aforesaid or any entry or re entry Bankruptcy” means the filing of a voluntary petition by Landlord, whether by summary proceedings, terminationTenant, or otherwisethe entry of an order for relief against Tenant, to pay and be liable for on under Chapter 7, 11, or 13 of the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaidBankruptcy Code, and whether the Premises be relet term “Bankruptcy Code” means 11 ▇.▇.▇ §▇▇▇, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or remain vacant, in whole or in part, or for a period less than the remainder Tenant as debtor-in-possession may (subject to final approval of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like)court) assume this Lease, and in collecting may subsequently assign it, only if it does the rent in connection therewith. As an alternative, at following within 60 days after the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount date of the excess, if any, filing of the then value voluntary petition, the entry of the total Rent order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original 60-day period): (i) file a motion to assume the Lease with the appropriate court; (ii) satisfy all of the following conditions, which Landlord and other benefits which would have accrued Tenant acknowledge to Landlord be commercially reasonable: (A) cure all Defaults of Tenant under this Lease for or provide Landlord with Adequate Assurance (as defined below) that it will (x) cure all monetary Defaults of Tenant hereunder within 10 Business Days from the remainder date of the Lease Term if assumption; and (y) cure all nonmonetary Defaults of Tenant hereunder within the lease terms had been fully complied with by Tenant over and time periods set forth above in Section 13.1(a) from the then cash rental value (in advance) date of the Premises for what would be assumption; (B) compensate Landlord and any other person or entity, or provide Landlord with Adequate Assurance that within a reasonable period of time after the then unexpired Lease Term if date of the same remained in effect. For purposes of this Articleassumption, if it will compensate Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would besuch other person or entity, for the balance of any actual pecuniary loss that Landlord and such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry other person or re-entry shall occur. (c) In case entity incurred as a result of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Buildingtrustee, or the debtor-in-possession; and (vC) enter into a lease provide Landlord with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting Adequate Assurance of the Premises Future Performance (as defined below) of all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of charges for which provision is made herein on or before the date when on which the same become due but makes such payment within and payable, and the same continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re-enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (d) (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the election date of Landlordsuch notice. Upon such notice, Tenant will upon such termination shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of the then value of the total Rent rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable effortsTerm.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at A material breach of this Lease by Tenant shall exist if any time any one or more of the following events (herein referred to as a severally, “Default Event of TenantDefault”; collectively, “Events of Default”) shall occur: : (i) if Tenant shall fail have failed to make payment pay Base Rent, Tenant’s Percentage Share of rent increased Operating Expenses, or any other monetary amount sum required to be paid hereunder when due, including any interest due under this Lease; provided that not more than twice per calendar yearSection 3, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five (5) days of the date when due but makes such payment within continue for five (5) days after written notice of thereof from Landlord, except that Landlord shall only be required to give two (2) such notices in any calendar year, and thereafter any such failure by Tenant shall constitute an Event of Default without the requirement of notice from Landlord to TenantLandlord; or (ii) if Tenant shall fail have failed to perform or observe some term any term, covenant or condition of this Lease whichexcept those requiring the payment of money, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail have failed to remedy cure the same breach within thirty (30) days after written notice to Tenant specifying such neglect or failurefrom Landlord if the breach could reasonably be cured within the thirty (30) day period; provided, orhowever, if such the failure is of such a nature that Tenant cancould not reasonably remedy be cured within the same within such thirty (30) day period, then Tenant shall fail not be in default unless it has failed to promptly commence promptly and thereafter continue to remedy make diligent and reasonable efforts to cure the same and diligently to prosecute such remedy to completion within not more than ninety failure as soon as practicable as reasonably determined by Landlord; (90iii) days after notice to Tenantif Tenant shall have assigned its assets for the benefit of its creditors; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of lawsequestration of, attachment of, or if Tenant shall be judicially declared bankrupt or insolvent according to lawexecution on, or if any assignment shall be made material part of the property of Tenant for or on any property essential to the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part conduct of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord business shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-lettingoccurred, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, failed to obtain a return or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.release of

Tenant’s Default. (a) If at any time The occurrence of any one or more of the following events shall, at Landlord’s option, constitute a material default by Tenant of the provisions of this Lease (herein referred to as each a “Default Default”): 19.1 Tenant’s failure to occupy the Premises within sixty (60) days after receipt of a Certificate of Occupancy for the applicable Phase, or the abandonment of all or a substantial portion of any Phase of the Premises by Tenant during the term of this Lease, after the receipt of a Certificate of Occupancy for the applicable Phase; 19.2 The failure by Tenant to make any payment of Rent, Additional Rent or any other payment required hereunder within three (3) business days after the same is due provided that for the first two (2) such failures in any twelve (12) month period, Landlord shall provide written notice to Tenant and the same shall not be a default by Tenant unless such failure continues for more than three (3) business days after Landlord’s delivery of such notice to Tenant”; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or successor law; 19.3 The failure by Tenant to observe, perform or comply with any of the conditions, covenants or provisions of this Lease (except failure to make any payment of Rent and/or Additional Rent) shall occur: and such failure is not cured within (i) Tenant shall fail to make payment of rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five thirty (530) days of from the date when due but makes such payment within five (5) days after that Landlord delivers written notice of such failure from Landlord to Tenant; or Tenant for all failures other than with respect to the timely delivery by Tenant of any documents required by Section 16, a counterpart of a fully executed Transfer document and a consent thereto (collectively, the “Transfer Documents”), an estoppel certificate or insurance certificates, and (ii) Tenant shall fail to perform or observe some term or condition the time period, if any, specified in the applicable sections of this Lease whichwith respect to subordination, because assignment and sublease, estoppel certificates and insurance. However, a Default shall not be considered to have occurred if such failure (other than any failure of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver any documents required by Section 16, the Letter of CreditTransfer Documents, and such failure continues an estoppel certificate or insurance certificates, for three (3which no additional cure period shall be given to Tenant) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same be cured within such thirty (30) day or shorter applicable period, and Tenant promptly commences, and thereafter diligently proceeds with same to completion, all actions necessary to cure such failure as soon as is reasonably possible, but in no event shall fail to commence promptly to remedy the same and diligently to prosecute completion of such remedy to completion within not more cure be later than ninety (90) days after the date on which Landlord delivers to Tenant written notice of such failure, unless Landlord, acting reasonably and in good faith, otherwise expressly agrees in writing to Tenanta longer period of time based upon the circumstances relating to such failure as well as the nature of the failure and the nature of the actions necessary to cure such failure; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process 19.4 Any Transfer in violation of law, or if Section 14; 19.5 Tenant shall be judicially declared bankrupt fail to discharge, bond over in a manner reasonably acceptable to Landlord or insolvent according to law, or if otherwise obtain the release of any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and lien placed upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease required by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time time, any one or more of the following events (herein referred to as called an “Event of Default”, a “Default default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due payable to Landlord under this Lease; provided that not more than twice per calendar yearLease on or before the date on which the same becomes due and payable, a Default of Tenant shall not exist if Tenant fails to make and such payment within failure continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter during such twelve-(12)-month period to pay the Annual Fixed Rent, Additional Rent or any other monetary amount payable to Landlord under this Lease on or before the date on which the same becomes due and payable; or (c) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (d) Tenant shall fail to perform or observe some term or condition the following obligations of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of Tenant under this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof: (i) failure to maintain general liability insurance, (ii) the employment of labor and contractors within the Premises which interfere with Landlord’s Work, in violation of Sections 9.3 or 11.13 or Exhibit 2.1, (iii) a failure to observe the requirements of Section 11.2, and (iv) the failure to observe the requirements of Section 11.12; or (iiie) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day periodto completion with due diligence, Tenant shall fail to commence promptly to remedy provided in all events the same and diligently to prosecute such remedy to completion is completed within not more than ninety one hundred twenty (90120) days after notice to Tenantdays; or (ivf) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if ; or (g) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (h) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (i) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (j) any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceeding is proceedings shall not be fully and finally dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization institution of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vk) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, file any petition in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provedcourt, whether or not the amount be greater than, equal to, or less than the amount pursuant to any statute of the loss United States or damages referred to above. Except as set forth in Section 17.11any State, in no event shall any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (l) Any default by Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions which is expressly defined in this Lease as an “Event of this LeaseDefault”.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “"Default of Tenant”") shall occurhappen: (i) Tenant shall fail to make payment of rent or any other monetary amount pay the Base Rent when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five continue for fifteen (5) days of the date when due but makes such payment within five (515) days after written notice of such failure from Landlord to Tenant; ordue date; (ii) Tenant shall fail to perform pay Tenant's Operating and Tax Expenses or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, other charges hereunder when due and such failure continues shall continue for three thirty (330) Business Days days after notice from Landlord to Tenant thereofthe same shall be due and payable; or (iii) Tenant Tenant, shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after of the expiration of the thirty (30) days from the date written notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day periodperiod following the expiration of the thirty (30) days from the date written notice is given by Landlord, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (iv) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of law directed against Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon make an assignment for the Premises benefit of creditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or, future Federal, State or other statute, law or regulation for the relief of debtors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or substantially all of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (provided that ▇▇▇▇▇▇’s vacating vi) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of ninety (90) days (whether or not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Leaseconsecutive), then, ; then in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant Lease, and this Lease shall come to an end on the date of specified in such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Term of this Lease Lease., and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of If this Lease shall have been terminated as aforesaid provided in this Article, or if any execution or attachment shall be issued against Tenant or any entry of Tenant's property whereupon the Premises shall be taken or re entry occupied by Landlordsomeone other than Tenant, whether by then Landlord may re-enter the Premises in conformance with any final judgment order in a summary proceedingsprocess action and remove and dispossess Tenant and all other persons and any and all property from the same, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaidmade, and whether Landlord shall use commercially reasonable efforts to relet the Premises be relet or remain vacant, in whole or in part, any portion or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) portions of the Premises for what would be the then unexpired Lease Term if the same remained in effectfrom time to. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereoftime, either in the name of Landlord or otherwise, to such tenant or tenants, for a such term or terms ending before, on or after the expiration date of this Lease, at such rental or rentals and upon such other conditions, which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term include concessions and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterationsperiods, repairs and decorations in the Premises as Landlord, in its sole judgmentdiscretion, considers advisable or necessary for the purpose of reletting the Premisesmay determine; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed provided, however, that provided that Landlord shall be entitled has complied with its obligations pursuant to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premisesthis paragraph, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let relet the PremisesPremises or any part thereof, or, in the event that the Premises are re-letof any such reletting, for failure to collect the any rent under due upon any such re-lettingreletting, and no such failure shall operate to relieve Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, liability under this Lease or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with otherwise affect any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mixliability, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s 's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent , without relieving Tenant of Tenant’s obligations any liability under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or otherwise affecting any interest of Tenant herein or any sublesseesuch liability. Tenant, franchisee, concessionee, or licensee on its own behalf and on behalf of all persons claiming through or under Tenant, including all creditors, does further hereby waive any portion of and all rights which Tenant and all such persons might otherwise have under any present or future law to redeem the Premises, or to reenter or repossess the happening Premises, or to restore the operation of this Lease, after (a) Tenant has been dispossessed by a judgment or by warrant of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessioneecourt or judge, or licensee shall constitute a Default of Tenant hereunder. (eb) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred reentry by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of TenantLandlord, or the (c) any expiration or termination of this LeaseLease and the Term, Landlord whether such dispossess, reentry, expiration or termination shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted be by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule operation of law in effect at the time when, and governing the proceedings in which, the damages are or pursuant to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.. The words "reenter,"

Tenant’s Default. (a) If at any time any one or more of the following events (herein referred to as a “Default of Tenant”) shall occur: (i) Tenant shall fail to make payment of rent Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default including the Tenant’s Share of Tenant shall not exist if Tenant fails to make such payment the Landlord’s Work Costs, within five (5) days of the date when due but makes such payment within five (5) business days after Landlord has sent to Tenant written notice of such failure from Landlord to Tenant; ordefault; (ii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within with diligence and continuity, except to the extent that Tenant is delayed by cause of Force Majeure as defined in Article 14.2 of this Lease (and this Lease and the obligations of Landlord hereunder shall not more than ninety (90) days after notice be affected or impaired because Tenant is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Tenant; or’s performance shall be extended for the period of any such delay); (iviii) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or noticein accordance with all applicable Laws, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, covenant and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of 5th day after such notice as fully and completely as if such date 5th day were on the date herein originally fixed for the expiration of the term of this Lease (Tenant hereby waiving any rights of redemption, if any, under M.G.L. c.186, §11 to extent that such rights may be lawfully waived), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to the extent permitted under applicable law to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if the Tenant does not make arrangements to collect such property within thirty (30) days of termination, entry or re-entry and if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises thirty (30) days after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry re‑entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re enteredre‑entered, as aforesaid, and whether the Premises be relet re-let or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet re-let by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in relettingre-letting, after deduction of all reasonable out-of-pocket expenses incurred in reletting re- letting the Premises (including, without limitation, remodeling costs, reasonable preparation of the space for reletting; brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, discounted to present value, of the then fair market value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For the purposes of this Section, the "remainder of the Lease Term" shall not include the Extension Term available to Tenant under Section 3.2 of this Lease except to the extent that the extension option for such Extension Term has already been exercised by Tenant in accordance with the provisions of Section 3.2. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, years in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant reasonable concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting re-letting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting re-letting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, The Landlord will use reasonable efforts agrees to relet list the Premises after Tenant vacates with a broker in the Premises; howeverevent of a termination, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within entry or re-entry under this ARTICLE XIV, provided that Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off set-off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. Notwithstanding anything to the contrary herein, Landlord agrees that it shall use reasonable efforts to mitigate its damages as a result of Tenant’s default. It is agreed and understood that Landlord’s obligation to mitigate damages shall be deemed satisfied by its providing adequate information to a commercial broker as to the availability of such space (based on a customary brokerage fee being earned by such broker), having the Premises available for inspection by prospective tenants during reasonable business hours, and by acceptance of a commercially reasonable offer for the Premises (or reasonable portion thereof) from a creditworthy person or entity based on a form of lease agreement which is substantially the same as the form utilized for other space tenants in the Building, without material change therefrom (and Landlord shall be under no obligation to accept any offer other than a commercially reasonable offer from a creditworthy person or entity at then going rental rates for the Building). (d) If there is at any time a guarantor or an assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premisesherein, the happening of any of the events described in paragraph (a)(iva)(iii) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee assignee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All Subject to Section 17.16 hereunder which provisions shall control as to the allocation of such liabilities as between Landlord and Tenant, all costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket reasonable attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇Tenant provided Landlord is the prevailing party or a settlement is made in favor of Landlord in connection therewith. (g) Upon any Default of Tenant, Tenant or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. Chapter 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to ---------------- the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an "Event of Default" a “Default "default of Tenant”" or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within five failure continues for ten (510) days after written notice of such failure from Landlord to Tenant; thereof, or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail, to pay, on any occasion within the twelve months following the giving of such second notice by Landlord, the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable, or (c) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s 's interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord's work, in violation of this LeaseSection 4.4 or Section 9.3), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; , or (iiid) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after receipt of notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ive) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) a. If at any time any one or more of the following events (herein referred to as a “Default of Tenant”) shall occur: (i) Tenant shall fail to make payment of rent Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment Lease within five ten (5) days of the date when due but makes such payment within five (510) days after written Landlord has sent to Tenant notice of such failure from Landlord to Tenant; ordefault; (ii) Tenant shall fail to perform timely deliver Indemnity Agreements as provided in Section 7 more than one time during any twenty-four (24) month period; (iii) Tenant violates any Rule or observe some term or condition Regulation and fails to cease such violation within 48 hours of this Lease which, because of its character, would immediately jeopardize notice from Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver violates the Letter of Creditsame Rule and Regulation on more than one occasion, and such failure continues for three (3) Business Days after in which event no notice from Landlord to Tenant thereof; orshall be required; (iiiiv) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed required under this Lease and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or; (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not either records, or allows to be deemed an abandonment recorded, a Notice of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease)Lease or a mortgage, then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately security instrument or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof lien in the name Barnstable County Registry of the whole Deeds or Land Court and repossess Tenant shall fail to discharge the same as of within two (2) business days after notice from Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects ; or (forcibly if necessaryvi) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of use the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Articleany purpose not permitted under Section 5.1, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, including but not limited to, the first class quality of the Building and the financial responsibility of to any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord.illegal activities; (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) b. All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ attorney fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord . This provision shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of survive the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an “Event of Default” a “Default default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within failure continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease, any of which occurs on a regularly recurring basis without change in the amount due, on or before the date on which the same becomes due and payable; or (c) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (d) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseSections 9.3, 11.2 or 11.10 or Exhibit B or a failure to observe the requirements of Section 11.2), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three five (35) Business Days days after notice from Landlord to Tenant thereof; or (iiie) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is prosecute with continuing diligence the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ivf) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if ; or (g) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (h) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (i) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty ; or (60j) days after it is begun, or if a any petition shall be filed for against Tenant in any court, whether or not pursuant to any statute of the reorganization United States or of Tenant under any provisions of law now State, in any bankruptcy, reorganization, composition, extension, arrangement or hereafter enactedinsolvency proceeding, and such proceeding is proceedings shall not be fully and finally dismissed within sixty one hundred twenty (60120) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions the institution of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vk) Tenant shall abandon file any petition in any court, whether or not pursuant to any statute of the United States or any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (l) Tenant otherwise abandons or vacates the Premises (provided that ▇▇▇▇▇▇’s vacating without notice to Landlord in advance and the Premises shall not be deemed an abandonment completion of arrangements reasonably satisfactory to Landlord for the security of the Premises if Premises. However, no such notice (or lack of notice) shall relieve Tenant maintains the Premises and performs of its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. Each of the following shall constitute an Event of Default: (a) If at any time any one or more of Failure on the following events (herein referred to as a “Default of Tenant”) shall occur: (i) Tenant shall fail to make payment of rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default part of Tenant shall not exist if Tenant fails to make such payment within five (5) days of pay the Annual Fixed Rent, Additional Rent or other charges for which provision is made herein on or before the date when on which the same become due but makes and payable, if such payment within five condition continues for ten (510) days after written notice of notice, provided, however, that only two (2) such notices shall be required in any consecutive twelve-month period for failure from Landlord to Tenantpay the Fixed Annual Rent; or (iib) Failure on the part of Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant term or provision herein condition contained on Tenant’s part to be performed or observed and in this Lease if Tenant 'shall fail to remedy the same not cure such failure within thirty (30) days after notice from Landlord to Tenant specifying such neglect or failurethereof, or, if such failure is provided that in the case of such a nature that Tenant breaches of obligations under this Lease which are susceptible to cure but cannot reasonably remedy the same be cured within such thirty (30) day perioddays through the exercise of due diligence, so long as Tenant shall fail commences such cure within thirty (30) days, such breach remains susceptible to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdictioncure, and Tenant diligently pursues such proceeding is not dismissed within sixty (60) days after it is beguncure, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises breach shall not be deemed to create an abandonment Event of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease)Default. If an Event of Default shall occur, then, in any such case, whether or not the Term shall have begun, Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by give notice to Tenant specifying the Event of Default and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease Term, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the written notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to perform pay the fixed rent, Additional Rent or observe some term other charges on or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or before the employment of labor date on which the same become due and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofpayable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease and the same continues for fifteen (15) business days after written notice from Landlord thereof; or (iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vi) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (vii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it (whether or not consecutive) (or if such petition is begunof such a nature that Tenant cannot reasonably dismiss or stay the same within such sixty (60) day period, Tenant shall fail to commence promptly to dismiss or stay the same and to prosecute such remedy to completion with diligence and continuity), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun, (whether or not consecutive) (or if such appointment is of such a nature that Tenant cannot reasonably vacate or stay the same within such sixty (60) day period, Tenant shall file a petition for fail to commence promptly to vacate or stay the same and to prosecute such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor remedy to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises completion with diligence and performs its other obligations under this Leasecontinuity), then, and in any such caseof said cases (notwithstanding any license of a former breach of covenant or waiver of the benefit hereof or consent in a former instance), Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then, to the extent permitted by applicable law, Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at in the election of following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant will upon such termination pay to Landlordshall pay, as damages, such of each day when a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which payment would have accrued to Landlord fall due under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired termLease, the amount thereof respectively for which Tenant is obligated to pay under the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. terms of this Lease (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal liability prior to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable reletting and such recovery not in any way whatsoever to be diminished as a result of the fact that such reletting might be for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under such re-lettingthis Lease, and only the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant hereby waivesallocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the extent permitted by applicable law, any obligation date when the Term of this Lease is scheduled to expire according to its terms. Landlord may have agrees to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants tenant for the Premises unless and until Landlord obtains full and complete possession of the PremisesPremises (including, including without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to before leasing any other vacant space in the BuildingCityPoint Project, suitable for the use of the prospective tenant, or (iviii) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar office space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by LandlordCityPoint Project. (d) If there is (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time a guarantor after such termination and whether or assignee of this Lease or not Landlord shall have collected any interest of Tenant herein or any sublesseedamages as aforesaid, franchisee, concessionee, or licensee as liquidated final damages and in lieu of all other damages beyond the date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such guarantordamages, assignee, sublessee, franchisee, concessionee, or licensee shall constitute such a Default sum as at the time of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive the giving of any remedies or means such notice represents the amount of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the rightexcess, if any, of the total rent and other benefits which would have accrued to trial by jury. Nothing contained in Landlord under this Lease shall limit or prejudice from the right date of Landlord to prove such notice for what would be the then unexpired Lease Term if the Lease terms had been fully complied with by Tenant over and obtain above the then fair market cash rental value (in proceedings for bankruptcy, insolvency, or like proceedings by reason advance) of the termination of this Lease, an amount equal to Premises for the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount balance of the loss or damages referred Lease Term, both discounted to above. Except present value using six percent (6%) as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Leasediscount rate.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “Default of Tenant”"DEFAULT OF TENANT") shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent or any other monetary amount Additional Rent hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within continue for five (5) days of the date when due but makes such payment within five (5) days Business Days after written notice of such failure to Tenant from Landlord to TenantLandlord; or (ii) Tenant shall fail to perform neglect or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and diligently to prosecute such remedy to completion with diligence and continuity (and in any event, within not more than ninety (90) days after the notice to Tenantdescribed in this SUBPARAGRAPH (ii)); or (iviii) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (iv) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a any petition for such or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or itself under any present or future laws Federal, State or other statute, law or regulation for the relief of debtors (including M.G.L. c.186other than the Bankruptcy Code, §11as hereinafter defined), or shall seek or consent to or acquiesce in the event appointment of any trustee, receiver or liquidator of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above three times in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Section 5.6 through 5.6.6 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three five (35) Business Days business days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or relet for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (i) In the alternative, Landlord may elect, by notice given to Tenant at the election of Landlord, Tenant will upon any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as final damages and in lieu of all other damages beyond the date of such notice to require Tenant to pay to Landlord, as damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of 6%, of the total Rent rent and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above (b) the then cash rental discounted present value, at a discount rate of 6%, of the total rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in advancerent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenses which Landlord may have incurred with respect to the Premises for what would be collection of such damages. (ii) For the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share share of Taxes excess taxes, Tenant’s share of excess operating costs and Tenant’s Proportionate Share share of Operating Costs excess electrical costs would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and . Tenant hereby waives, to the extent permitted expressly waives any and all rights of redemption granted by applicable law, or under any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control present or future laws in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall of Tenant being evicted or dispossessed, or in the event of Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete obtaining possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use by reason of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable violation by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) covenants and conditions of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunderLease. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except as set forth . (g) In lieu of any other damages or indemnity and in Section 17.11, in no event shall Tenant ever be liable to lieu of the recovery by Landlord for any indirect, special or consequential damages of all sums payable under all the foregoing provisions of this LeaseSection 7.1, Landlord may elect to collect from Tenant, by notice to Tenant, given to Tenant at the time of termination and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for the twelve (12) months ended next prior to the such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such termination plus any and all expenses which the Landlord may have incurred for and with respect of the collection to any of such rent.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “"Default of Tenant”") shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent, Escalation Charges, additional charges or any other monetary amount charges hereunder when due and such failure shall continue for five (5) full Business Days after written notice from Landlord, provided, however, if, in any twelve-month period, Landlord has given to Tenant two (2) notices of a monetary default under this Lease; provided clause (i), then, with respect to any subsequent failure to pay that occurs during such twelve (12) month period after the giving of the second (2nd) notice, Landlord shall not more than twice per calendar yearbe obligated to give, and Tenant shall not be entitled to receive, a notice, and a Default of Tenant shall not exist if Tenant fails be deemed to make have occurred immediately upon such payment within five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenantsubsequent failure; or (ii) Tenant shall fail to perform neglect or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same as soon as practicable and in any event within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (iviii) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (iv) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or (vi) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall abandon the Premises remain undismissed or unstayed for an aggregate of sixty (provided that ▇▇▇▇▇▇’s vacating the Premises shall 60) days (whether or not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Leaseconsecutive), thenor if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); then in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or case Landlord may terminate this Lease by notice to Tenant, specifying a date not less than five (5) days after the giving of such notice on which this Lease shall terminate, Landlord being under no obligation to accept any cure of such Default of Tenant and this offered by Tenant during such period prior to the effective date of such termination, such period being provided solely to accommodate Tenant's vacating of the Premises. This Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Term of this Lease Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agreesFor purposes of clause (a)(v) above, notwithstanding any termination an "Event of this Lease as aforesaid or any entry or re entry Bankruptcy" means the filing of a voluntary petition by Landlord, whether by summary proceedings, terminationTenant, or otherwisethe entry of an order for relief against Tenant, to pay and be liable for on under Chapter 7, 11, or 13 of the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaidBankruptcy Code, and whether the Premises be relet term "Bankruptcy Code" means 11 ▇.▇.▇ §▇▇▇, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant's bankruptcy estate or remain vacant, in whole or in part, or for a period less than the remainder Tenant as debtor-in-possession may (subject to final approval of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like)court) assume this Lease, and in collecting may subsequently assign it, only if it does the rent in connection therewith. As an alternative, at following within 60 days after the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount date of the excess, if any, filing of the then value voluntary petition, the entry of the total Rent order for relief (or such additional time as a court of competent jurisdiction may grant, for cause, upon a motion made within the original 60-day period): (i) file a motion to assume the Lease with the appropriate court; (ii) satisfy all of the following conditions, which Landlord and other benefits which would have accrued Tenant acknowledge to Landlord be commercially reasonable: (A) cure all Defaults of Tenant under this Lease for or provide Landlord with Adequate Assurance (as defined below) that it will (x) cure all monetary Defaults of Tenant hereunder within 10 Business Days from the remainder date of the Lease Term if assumption; and (y) cure all nonmonetary Defaults of Tenant hereunder within the lease terms had been fully complied with by Tenant over and time periods set forth above in Section 13.1(a) from the then cash rental value (in advance) date of the Premises for what would be assumption; (B) compensate Landlord and any other person or entity, or provide Landlord with Adequate Assurance that within a reasonable period of time after the then unexpired Lease Term if date of the same remained in effect. For purposes of this Articleassumption, if it will compensate Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would besuch other person or entity, for the balance of any actual pecuniary loss that Landlord and such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry other person or re-entry shall occur. (c) In case entity incurred as a result of any Default of Tenant, rethe trustee, or the debtor-entry, entry, expiration and dispossession by summary proceedings or otherwise, in-possession; and (C) provide Landlord may with Adequate Assurance of Future Performance (ias defined below) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s 's obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “"Default of Tenant”") shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent, Escalation Charges or any other monetary amount sums payable as additional charges hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five continue for ten (5) days of the date when due but makes such payment within five (510) days after written notice of such failure from Landlord to Tenant; or (ii) Tenant shall fail to perform neglect or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed observed, or Tenant shall desert or abandon the Premises or the Premises shall become, or appear to have become vacant (regardless whether the keys shall have been surrendered or the rent and all other sums due shall have been paid), and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (iviii) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (iv) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall abandon the Premises remain undismissed or unstayed for an aggregate of sixty (provided that ▇▇▇▇▇▇’s vacating 60) days (whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Leaseconsecutive), then, ; then in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant Tenant, and thereupon this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Term of this Lease Lease, and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of If this Lease shall be terminated as aforesaid provided in this Article, or if any execution or attachment shall be issued against Tenant or any entry of Tenant's property whereupon the Premises shall be taken or re entry occupied by Landlordsomeone other than Tenant, whether then Landlord may, upon notice to Tenant, re-enter the Premises, either by summary proceedings, termination, ejectment or otherwise, to pay and be liable for on remove and dispossess Tenant and all other persons and any and all property from the days originally fixed herein for the payment thereofsame, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated made, and Tenant hereby waives the service of notice of intention to re-enter or if Landlord had not entered or re enteredto institute legal proceedings to that end. (c) In the event of any termination, as aforesaidTenant shall pay the Basic Rent, Escalation Charges and other sums payable hereunder up to the time of such termination, and thereafter Tenant, until the end of what would have been the Term of this Lease in the absence of such termination, and whether or not the Premises shall have been relet, shall be relet or remain vacantliable to Landlord for, in whole or in partand shall pay to Landlord, or for a period as liquidated current damages, the Basic Rent, Escalation Charges and other sums which would be payable hereunder if such termination had not occurred, less than the remainder net proceeds, if any, of any reletting of the TermPremises, or for the whole thereof; but after deducting all expenses in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in connection with such reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling all repossession costs, brokerage commissions, legal expenses, attorneys' fees, reasonableadvertising, out-of-pocket attorneys’ fees expenses of employees, alteration costs and expenses of preparation for such reletting. Tenant shall pay such current damages to Landlord monthly on the like)days which the Basic Rent would have been payable hereunder if this Lease had not been terminated. (d) At any time after such termination, whether or not Landlord shall have collected any such current damages, as liquidated final damages and in collecting lieu of all such current damages beyond the rent in connection therewith. As an alternativedate of such demand, at the Landlord's election of Landlord, Tenant will upon such termination shall pay to Landlord, as damages, such a sum as at the time of such termination represents the Landlord an amount of equal to the excess, if any, of the then value of the total Rent Basic Rent, Escalation Charges and other benefits sums as hereinbefore provided which would have accrued to Landlord under this Lease be payable hereunder from the date of such demand (assuming that, for the remainder purposes of the Lease Term if the lease terms had been fully complied with this paragraph, annual payments by Tenant over on account of Taxes, Utility Expenses and above Operating Expenses would be the then cash rental value (in advancesame as the payments required for the immediately preceding Operating or Tax Year) of the Premises for what would be the then unexpired Term of this Lease Term if the same had remained in effect. For purposes , over the then fair net rental value of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, Premises for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occursame period. (ce) In the case of any Default of by Tenant, re-entry, entry, expiration and dispossession by summary proceedings proceeding or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s 's option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or and necessary to re-let the Premises same and (ii) may make such reasonable alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or and necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time The occurrence of any one or more of the following events (herein referred to as a “Default shall constitute an "Event of Tenant”) shall occurDefault" of Tenant under this Lease: (iI) Tenant shall fail to make payment of rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make pay Base Rent or any Additional Rent hereunder as and when such payment within five (5) days of the date when rent becomes due but makes and such payment within failure shall continue for more than five (5) days after Landlord gives written notice to Tenant of such failure from Landlord to Tenant; orfailure; (iiII) if Tenant shall fail fails to perform pay Base Rent or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for any Additional Rent on time more than three (3) Business Days after notice from Landlord to Tenant thereof; ortimes in any period of twelve (12) months, notwithstanding that such payments have been made within the applicable cure period; (iiiIII) if the Demised Premises become vacant, deserted, or abandoned for more than ten (10) consecutive days or if Tenant shall fail fails to perform take possession of the Demised Premises on the Lease Commencement Date or observe any other covenant or provision herein contained on Tenant’s part promptly thereafter; (IV) if Tenant permits to be performed done anything which creates a lien upon the Demised Premises and fails to discharge or observed and Tenant shall fail bond such lien, or post security with Landlord acceptable to remedy the same Landlord within thirty (30) days after receipt by Tenant of written notice thereof; (V) if Tenant fails to Tenant specifying such neglect or failure, or, if maintain in force all policies of insurance required by this Lease and such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not continue for more than ninety ten (9010) days after Landlord gives Tenant written notice to Tenant; orof such failure; (ivVI) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of petition is filed by or against Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term guarantor of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws section or chapter of the Bankruptcy Code, or under any similar law or statute of the United States or any state thereof (including M.G.L. c.186, §11)which, in the event case of Tenant being evicted or dispossessedan involuntary proceeding, is not permanently discharged, dismissed, stayed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re enteredvacated, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.case

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment pay any installment of rent Annual Fixed Rent, Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of charges for which provision is made herein on or before the date when on which the same become due but makes such payment within and payable, and the same continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Section 5.6 through 5.6.6 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to comply with the requirements of Section 5.3 of this Lease or failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (i) In the alternative, Landlord may elect, by notice given to Tenant at the election of Landlord, Tenant will upon any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as liquidated final damages and in lieu of all other damages beyond the date of such notice, to require Tenant to pay to Landlord, as damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of 6%, of the total Rent Annual Fixed Rent, Additional Rent, and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease for from the remainder date of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises such notice for what would be the then unexpired Lease Term if the same remained Lease terms had been fully complied with by Tenant over and above, (b) the discounted present value, at a discount rate of 6%, of the Annual Fixed Rent, Additional Rent, and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in effect. Annual Fixed Rent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenses which Landlord may have incurred with respect to the collection of such damages. (ii) For the purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share of Taxes Tax Payment, and Tenant’s Proportionate Share of the Operating Costs Expenses Allocable to the Premises, would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and . Tenant hereby waives, to the extent permitted expressly waives any and all rights of redemption granted by applicable law, or under any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control present or future laws in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall of Tenant being evicted or dispossessed, or in the event of Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete obtaining possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use by reason of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable violation by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) covenants and conditions of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunderLease. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time any one or more of the The following events (herein referred to as shall constitute a “Default of Tenant”) shall occurdefault by Tenant hereunder: (i) If Tenant shall fail to make payment of rent or pay any other monetary amount sum to Landlord when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make and such payment within five failure continues for fifteen (5) days of the date when due but makes such payment within five (515) days after written receipt of notice of such failure from Landlord to Tenantthe monetary default; or (ii) If Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, any obligation hereunder and such failure continues for three thirty (330) Business Days days after receipt of notice from Landlord of the non-monetary default [however, if the non-monetary default is of a nature that it cannot reasonably be cured within a period of thirty (30) days, and provided that Tenant commences and proceeds with reasonable diligence and in good faith to cure the default, then Tenant thereofshall have such additional time as is reasonably necessary to cure the non-monetary default]; or (iii) If pursuant to an order, judgment or decree entered by any court of competent jurisdiction (a) a receiver, trustee or liquidator of Tenant, or of all or substantially all of the assets of Tenant, shall be appointed, or (b) Tenant shall fail be adjudicated bankrupt or insolvent, or (c) a petition seeking reorganization of Tenant or an arrangement with creditors or to perform take advantage of any insolvency law shall be approved, and as a result of the happening of any contingencies, the obligation of Tenant to pay any rent shall be modified or observe abrogated and any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant canactions in (a), (b) or (c) shall not reasonably remedy the same be dismissed within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entryfiling thereof. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as each a “Default of TenantDefault”) shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent or any other monetary amount Additional Rent hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five continue for ten (5) days of the date when due but makes such payment within five (510) days after written notice of such failure to Tenant from Landlord provided, however, Tenant shall not be entitled to Tenantnotice more than twice (2) in any calendar year; or (ii) Tenant shall fail to perform neglect or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other material covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and diligently to prosecute such remedy to completion with diligence and continuity (and in any event, within not more than ninety (90) days after the notice to Tenantdescribed in this subparagraph (ii)); or (iviii) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (iv) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make a general assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) The filing of a voluntary petition by Tenant, or the entry of an order for relief against Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment under Chapter 7, 11, or 13 of the Premises if Bankruptcy Code, U.S.C. §101, et. seq., shall occur with respect to Tenant; or (vi) A petition shall be filed against Tenant maintains under any law (other than the Premises and performs its other obligations under this Lease)Bankruptcy Code) seeking any reorganization, thenarrangement, in any such casecomposition, Landlord mayreadjustment, in addition to any remedies otherwise available to Landlordliquidation, immediately dissolution, or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or similar relief under any present or future laws Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (including M.G.L. c.186, §1160) days (whether or not consecutive), in the event or if any trustee, conservator, receiver or liquidator of Tenant being evicted or dispossessed, of all or in any substantial part of its properties shall be appointed without the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry consent or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense acquiescence of Tenant and, if Landlord so elects, and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (vii) If: (x) Tenant shall fail to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, Basic Rent or Additional Rent hereunder when due or shall fail to perform or observe any other covenant herein contained on Tenant, ’s part to be performed or observed and Tenant shall cure any such failure within the applicable grace period set forth in clauses (i) or (ii) above; or (y) to dispose a Default of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but kind set forth in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may clauses (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs above shall occur and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlordshall, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle permit Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of cure such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. after the applicable grace period has expired; and the same or a similar failure shall occur more than once within the next 365 days (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not such similar failure is cured within the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except applicable grace period); then in any such case Landlord may terminate this Lease as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Leasehereinafter provided.

Tenant’s Default. (a) If at any time any one or more of the following events (herein referred to as a ““ Default of TenantTenant ”) shall occur: (i) Tenant shall fail to make payment of rent Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default including the Tenant’s Share of Tenant shall not exist if Tenant fails to make such payment the Landlord’s Work Costs, within five (5) days of the date when due but makes such payment within five (5) business days after Landlord has sent to Tenant written notice of such failure from Landlord to Tenant; ordefault; (ii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within with diligence and continuity, except to the extent that Tenant is delayed by cause of Force Majeure as defined in Article 14.2 of this Lease (and this Lease and the obligations of Landlord hereunder shall not more than ninety (90) days after notice be affected or impaired because T▇▇▇▇▇ is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and the time for Tenant; or’s performance shall be extended for the period of any such delay); (iviii) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or noticein accordance with all applicable Laws, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, covenant and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of 5th day after such notice as fully and completely as if such date 5th day were on the date herein originally fixed for the expiration of the term of this Lease (Tenant hereby waiving any rights of redemption, if any, under M.G.L. c.186, §11 to extent that such rights may be lawfully waived), and Tenant T▇▇▇▇▇ will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to the extent permitted under applicable law to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if the Tenant does not make arrangements to collect such property within thirty (30) days of termination, entry or re-entry and if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises thirty (30) days after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry re‑entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re enteredre‑entered, as aforesaid, and whether the Premises be relet re-let or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet re-let by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in relettingre-letting, after deduction of all reasonable out-of-pocket expenses incurred in reletting re-letting the Premises (including, without limitation, remodeling costs, reasonable preparation of the space for reletting; brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, discounted to present value, of the then fair market value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For the purposes of this Section, the " remainder of the Lease Term " shall not include the Extension Term available to Tenant under Section 3.2 of this Lease except to the extent that the extension option for such Extension Term has already been exercised by Tenant in accordance with the provisions of Section 3.2. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, years in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant reasonable concessions or free rent to the extent that ▇L▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting re-letting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting re-letting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, The Landlord will use reasonable efforts agrees to relet list the Premises after Tenant vacates with a broker in the Premises; howeverevent of a termination, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within entry or re-entry under this ARTICLE XIV, provided that Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off set-off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of . Notwithstanding anything to the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Leasecontrary herein, Landlord agrees that it shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights use reasonable efforts to recover possession mitigate its damages as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.a result of

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “Default sometimes called an "Event of Tenant”Default") shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or other charges for which provision is made herein on or before the date on which the same become due and payable, and the same continues for five (5) business days after notice from Landlord thereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant fails shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease, and shall fail to make cancel such payment assignment or sublease within five (5) days of the date when due but makes such payment within five (5) business days after receipt of written notice of such failure from Landlord to Tenantthereof; or (iiiv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately and materially jeopardize Landlord’s 's interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after written notice from Landlord to Tenant thereof; or (iiiv) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying in reasonable detail the nature of such neglect or failurefailure (and endeavoring to specify, orwhere possible, the measures which Landlord reasonably believes will cure the same, but the failure to so specify shall not render any such notice of default deficient or ineffective or relieve Tenant from the obligation to cure the same), or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly within thirty (30) days after written notice thereof to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice and with appropriate legal process, re- enter the Premises, either by summary proceedings or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all actual and reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at in the election of following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord's reasonable expenses, until the same are recovered, and until such recovery, Tenant will upon such termination pay to Landlordshall pay, as damages, such of each day when a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which payment would have accrued to Landlord fall due under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired termLease, the amount thereof respectively for which Tenant is obligated to pay under the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. terms of this Lease (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal 's liability prior to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable reletting and such recovery not in any way whatsoever to be diminished as a result of the fact that such reletting might be for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect a rent higher than the rent provided for in this Lease, except that Tenant shall be credited with the entire amount so received (after the foregoing expense recovery); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant's obligations as of each day when a payment would fall due under such re-lettingthis Lease, and only the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant hereby waivesallocable to such period, and shall not be credited against obligations of Tenant hereu nder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the extent permitted by applicable law, any obligation date when the term of this Lease is scheduled to expire according to its terms. Landlord may have agrees to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s 's control in within the Building shall be deemed to have satisfied Landlord’s 's obligation to use “"reasonable efforts.” " hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants tenant for the Premises unless and until Landlord obtains full and complete possession of the PremisesPremises (including, including without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to before leasing any other vacant space in the Building, suitable for the use of the prospective tenant, or (iviii) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar office space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations Building and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder similar buildings in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by LandlordRoute 128/Waltham rental market. (d) If there is (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time a guarantor after such termination and whether or assignee of this Lease or not Landlord shall have collected any interest of Tenant herein or any sublesseedamages (including without limitation, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events those described in paragraph (a)(ivc) above) as aforesaid, as liquidated final damages and in lieu of this Section with respect all other damages beyond the date of such notice. Upon such notice, Tenant shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any period prior to such guarantornotice, assignee, sublessee, franchisee, concessionee, or licensee shall constitute such a Default sum as at the time of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive the giving of any remedies or means such notice represents the amount of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the rightexcess, if any, to trial of (a) the discounted present value, at a discount rate of eight percent (8%) of the Annual Fixed Rent, Additional Rent and other charges which would have been payable by jury. Nothing contained in Tenant under this Lease shall limit or prejudice from the right date of Landlord to prove such notice for what would be the then unexpired Lease Term if the Lease had not been so terminated over and obtain in proceedings for bankruptcyabove, insolvency(b) the discounted present value, or like proceedings by reason at a discount rate of eight percent (8%), of the termination of this LeaseAnnual Fixed Rent, an amount equal to Additional Rent and other charges that would be received by Landlord if the maximum allowed by any statute or rule of law in effect Premises were re- leased at the time when, and governing of such notice for the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount remainder of the loss or damages referred to above. Except as set forth Lease Term at the fair market value (including provisions regarding periodic increases in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under Annual Fixed Rent if such are applicable) prevailing at the provisions time of this Leasesuch notice.

Tenant’s Default. (a) If at any time any one or more of the 22.1 The following events (herein referred shall be deemed to as a “Default be events of Tenant”) shall occurdefault by Tenant under this Agreement: (ia) Tenant shall fail to make payment pay any installment of rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar yearRent, and such failure shall continue for a Default period of Tenant shall not exist if Tenant fails to make such payment within five thirty (530) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord delinquency is delivered to Tenant; or. (iib) Tenant shall fail to perform or observe some term or condition of obtain and/or provide insurance in accordance with this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, Agreement and such failure continues shall continue for three a period of ten (310) Business Days business days after notice from Landlord of such is delivered to Tenant thereof; orTenant. (iiic) Tenant shall fail to perform comply with any term, provision, clause, sentence, covenant or observe any other covenant item of this Agreement, other than the payment of Rent or provision herein contained on Tenant’s part to be performed or observed of insurance, and Tenant shall fail to remedy the same not cure such failure within thirty (30) calendar days after written notice thereof to Tenant specifying such neglect or failureC-I Arlington; provided, orhowever, that if such failure is of such a nature that Tenant performance or observance cannot be reasonably remedy the same accomplished within such thirty (30) day period, then Tenant shall fail have up to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety an additional one hundred eighty (90180) days after notice so long as Tenant is diligently pursuing such performance or observance; provided further, that if Tenant is diligently pursuing the eviction of a subtenant due to Tenant; orthe failure of the subtenant to comply with the provisions of 10.1 hereof and the eviction process cannot be reasonably accomplished within such one hundred eighty (180) day period, then Tenant shall have such additional time as is needed for the eviction. (ivd) except as otherwise provided by applicable lawTenant shall desert or vacate any substantial portion of the premises. In the event that the City believes a substantial portion of the Leased Premises has been vacated or deserted, if the estate hereby created City shall be taken on execution or by other process notify Tenant of lawsuch. If Tenant fails to respond within thirty (30) calendar days to such notice, or if Tenant shall be judicially declared bankrupt deemed to have deserted or insolvent according to lawvacated a substantial portion of the Leased Premises under this Section. (e) It is recognized that if Tenant is adjudged a bankrupt, or if any makes a general assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be receiver is appointed to take charge for the benefit of all or any substantial part of Tenant’s property by a court of competent jurisdiction, its creditors (and such proceeding same is not dismissed discharged within sixty (60) 60 days after it is begunthereafter), or if a petition receiver is appointed on account of its insolvency (and same is not discharged within 60 days thereafter), such could impair or frustrate Tenant’s performance of this Agreement. Accordingly, it is agreed that upon the occurrence of any such event, City shall be filed entitled to request of Tenant or its successor in interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within ten (10) calendar days of delivery of the request shall be an event of default by Tenant hereunder. (f) Tenant has repeated defaults, whether cured or not. In order to be in default under this provision, Tenant must be given notice of default 3 times over a consecutive 12 month period for the reorganization same event of default. In that event, City shall have the right to pursue the remedies in Section 22.2. 22.2 Upon the occurrence of any event of default specified above in 22.1, City shall have the option to pursue any one or more of the following remedies without any notice or demand whatsoever: (a) Terminate this Agreement in which event Tenant under any provisions of law now or hereafter enacted, shall immediately surrender the Leased Premises to the City; and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition fails to do so, the City may, without prejudice to any other remedy which it may have for such reorganizationpossession or arrearages in rent, enter upon and take possession and expel or remove Tenant and any other person who may be occupying the Leased Premises or any part thereof, by force if necessary, without being liable for arrangements under prosecution or any provisions claim of damages therefor; and Tenant agrees to pay to the City on demand the amount of all loss and damages which the City may suffer by reason of such laws providing termination, whether through inability to relet the Leased Premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the Leased Premises and expel or remove Tenant and any other person who may be occupying the premises or any part thereof, by force if necessary, without being liable for prosecution or any claim of damages therefor; and if the City so elects, relet the Leased Premises on such terms as the City shall deem advisable and receive the rent thereof; and Tenant agrees to pay to the City on demand any deficiency that may arise by reason of such reletting. (c) Enter upon the Leased Premises, by force if necessary, without being liable for prosecution or any claim of damages therefor and do whatever Tenant is obligated to do under the terms of this Agreement; and Tenant agrees to reimburse the City on demand for any expenses which the City may incur, thus effecting compliance with Tenant’s obligations under this Agreement; and Tenant further agrees that the City shall not be liable for any damages resulting to Tenant from such action. 22.3 No reentry or taking possession of the premises by the City shall be construed as an election on its part to terminate this Agreement, unless a plan written notice of such intention shall be given to Tenant. Notwithstanding any such reletting or reentry or taking possession, the City may at any time thereafter elect to terminate this Agreement for a debtor previous default. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law, nor shall the pursuit of any remedy herein provided constitute a forfeiture or waiver of any payments due to settlethe City hereunder or of any damages accruing to the City by reason of the violation of any of the terms, satisfyprovisions and covenants herein contained. The City’s acceptance of payments following an event of default hereunder shall not be construed as the City’s waiver of such event of default. No waiver by the City of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or extend constitute a waiver of any other violation or breach of any of the time for terms, provisions and covenants herein contained. Forbearance by the payment City to enforce one or more of debts; or (v) Tenant shall abandon the Premises (remedies herein provided that ▇▇▇▇▇▇’s vacating the Premises upon an event of default shall not be deemed an abandonment or construed to constitute a waiver of such default. The loss or damage that the Premises if Tenant maintains City may suffer by reason of termination of this Agreement or the Premises deficiency from any reletting as provided for above shall include the expense of repossession and performs its other obligations under any repairs or remodeling undertaken following possession. Should the City at any time terminate this Lease), then, in Agreement for any such case, Landlord maydefault, in addition to any remedies otherwise available to Landlordother remedy the City may have, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in City may recover from Tenant all damages the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord City may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, incur by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premisesdefault, including cost of recovering the final premises and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlordreasonable attorney’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings expended by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Leasedefault.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed for the reorganization of against Tenant in bankruptcy or under any provisions other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of law now or hereafter enacted, and such proceeding is not dismissed within sixty ninety (6090) days after it is begun(whether or not consecutive), or if any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant shall file a petition for such reorganization, or for arrangements under of all or any provisions substantial part of such laws providing a plan for a debtor to settle, satisfy, its properties or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of ninety (90) days (whether or not be deemed an abandonment consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, in any manner permitted by law, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (d) (i) Landlord may elect, as an alternative, to have Tenant pay liquidated damages, which election may be made by notice given to Tenant at any time after such termination and whether or not Landlord shall have collected any damages as aforesaid, as liquidated final damages and in lieu of all other damages beyond the election date of Landlordsuch notice. Upon such notice, Tenant will upon such termination shall promptly pay to Landlord, as liquidated damages, in addition to any damages collected or due from Tenant for any period prior to such notice and all expenses which Landlord may have incurred with respect to the collection of such damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of the then value of the total Rent rent and other benefits which would have accrued to Landlord under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent Term, discounted to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable effortspresent value.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (i) In the alternative, Landlord may elect, by notice given to Tenant at the election of Landlord, Tenant will upon any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as final damages and in lieu of all other damages beyond the date of such notice, to require Tenant to pay to Landlord, as damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of 6%, of the total Rent rent and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above (b) the then cash rental discounted present value, at a discount rate of 6%, of the total rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in advancerent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenses which Landlord may have incurred with respect to the Premises for what would be collection of such damages. (ii) For the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share share of Taxes excess taxes, Tenant’s share of excess operating costs and Tenant’s Proportionate Share share of Operating Costs excess electrical costs would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions concessions, abatements or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and . Tenant hereby waives, to the extent permitted expressly waives any and all rights of redemption granted by applicable law, or under any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control present or future laws in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall of Tenant being evicted or dispossessed, or in the event of Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete obtaining possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use by reason of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable violation by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) covenants and conditions of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunderLease. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) a. If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “"Default of Tenant”") shall occurhappen: (i) i. Tenant shall fail to make payment of rent pay the Basic Rent, Escalation Charges or any other monetary amount charges hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenant; or (ii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues shall continue for three (3) full Business Days after notice from Landlord to Tenant thereoffrom Landlord; or (iii) ii. Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (iv) except as otherwise provided by applicable law, if iii. Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or iv. Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begunits properties, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor admit in writing its inability to settle, satisfy, or extend the time for the payment of debtspay its debts generally as they become due; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time any one or more of the 23.01. The following events or circumstances shall constitute a default (herein referred to as a “Default "DEFAULT") in the fulfillment of Tenant”) shall occur's obligations under this Lease: (A) Tenant shall: (i) breach its obligation to pay any Rent and such breach shall continue for ten days after the date Landlord gives Tenant shall fail notice payment is past due; or (ii) breach its obligation to make payment of rent or maintain any other monetary amount when due under insurance required by this Lease; provided that not more than twice per calendar yearor (iii) submit any report or other written statement to Landlord or its designee, which shall contain a Default of Tenant shall not exist if Tenant fails to make such payment within five wilfully false statement; or (5iv) days of abandon the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenant; or (ii) Tenant shall Office or fail to perform or observe some keep the Office open for business, fully stocked, fixtured and staffed for a period in excess of ten succeeding days for any reason except Force Majeure (as such term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises is defined in violation Section [37] of this Lease), or Tenant shall fail ongoing diligently pursued alterations authorized by this Lease or consented to timely deliver the Letter of Credit, and such failure continues for three by Landlord; or (3v) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any Lease and such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used breach shall continue for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on 30 days after the date Landlord gives Tenant notice performance is past due; provided, however, that if the breach is not reasonably susceptible of being cured within such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law30 day period, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in gives Landlord notice specifying the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any Force Majeure within such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting30 day period, and Tenant hereby waivespromptly commences the cure and diligently prosecutes the cure to completion, to the extent permitted by applicable law, any obligation Landlord then such 30 day period shall automatically be extended for such period of time as may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord reasonably be required to (i) solicit or entertain negotiations with any other prospective tenants for cure the Premises unless and until Landlord obtains full and complete possession of breach; provided, however, that in all circumstances the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and 30 day period shall not be construed extended to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlordlast longer than 90 days. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at At the option of Landlord, a material breach of this Lease by Tenant shall exist if any time any one or more of the following events (herein referred to as a “Default severally, "Event of Tenant”Default"; collectively, "Events of Default") shall occur: : (i) if Tenant shall fail have failed to make payment pay Rent, including Tenant's Percentage Share of rent increased Operating Costs, or any other monetary amount sum re▇▇▇▇▇▇ to be paid hereunder when due under this Lease; provided that not more than twice per calendar yeardue, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of together with interest at the Interest Rate, from the date when the amount became due but makes through the date of payment, inclusive, where such payment within five failure to pay continues for ten (510) days after written notice to Tenant of such failure from default, provided that Landlord shall not be required to Tenantprovide such notice and right to cure more than once in any twelve-month period during the Term; or (ii) if Tenant shall fail have failed to perform or observe some term any term, covenant or condition of this Lease whichexcept those requiring the payment of money, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail have failed to remedy cure the same breach within thirty (30) days after written notice to Tenant specifying such neglect or failurefrom Landlord if the breach could reasonably be cured within the thirty (30) day period; provided, orhowever, if such the failure is of such a nature that Tenant cancould not reasonably remedy be cured within the same within such thirty (30) day period, then Tenant shall fail not be in default unless it has failed to promptly commence promptly and thereafter continue to remedy make diligent and reasonable efforts to cure the same and diligently to prosecute such remedy to completion within not more than ninety failure as soon as practicable as reasonably determined by Landlord; (90iii) days after notice to Tenantif Tenant shall have assigned its assets for the benefit of its creditors; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of lawsequestration of, attachment of, or if Tenant shall be judicially declared bankrupt or insolvent according to lawexecution on, or if any assignment shall be made material part of the property of Tenant for or on any property essential to the benefit conduct of creditorsTenant's business shall have occurred, and Tenant shall have failed to obtain a return or release of the property within thirty (30) days thereafter, or if a receiverprior to sale pursuant to any sequestration, guardianattachment or levy, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding whichever is not dismissed within sixty earlier; (60v) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of have abandoned the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.;

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an “Event of Default” a “Default default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within failure continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (b) Tenant shall, in accordance with Section 16.24, fail to (i) pay the Balance of the Cash Security Deposit, or (ii) deliver the Balance of the Letter of Credit, on or before the date on which the same becomes due, and, in either case, such failure continues for five (5) business days after written notice from Landlord thereof; or (c) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or (d) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (e) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s Work, in violation of this LeaseSections 9.3 or 11.15 or Exhibit 2.1 or a failure to observe the requirements of Section 11.2), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof; or (iiif) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ivg) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if ; or (h) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (i) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (j) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (k) any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceeding is proceedings shall not be dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization institution of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vl) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, file any petition in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provedcourt, whether or not the amount be greater than, equal to, or less than the amount pursuant to any statute of the loss United States or damages referred to above. Except as set forth in Section 17.11any State, in no event shall any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (m) Any default by Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions which is expressly defined in this Lease as an “Event of this LeaseDefault”.

Tenant’s Default. (a) If at A material breach of this Lease by Tenant shall exist if any time any one or more of the following events (herein referred to as a “Default severally, "Event of Tenant”Default"; collectively, "Events of Default") shall occur: : (i) if Tenant shall fail have failed to make payment pay Base Rent, Tenant's Percentage Share of rent increased Operating Expenses, or any other monetary amount sum required to be paid hereunder when due, including any interest due under this Lease; provided that not more than twice per calendar yearSection 3, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five continue for three (5) days of the date when due but makes such payment within five (53) days after written notice of thereof from Landlord, except that Landlord shall only be required to give two (2) such notices in any calendar year, and thereafter any such failure by Tenant shall constitute an Event of Default without the requirement of notice from Landlord to TenantLandlord; or (ii) if Tenant shall fail have failed to perform or observe some term any term, covenant or condition of this Lease whichexcept those requiring the payment of money, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail have failed to timely deliver cure the Letter of Credit, and such failure continues for three breach within fifteen (315) Business Days days after written notice from Landlord if the breach could reasonably be cured within fifteen (15) day period; provided, however, if the failure could not reasonably be cured within the fifteen (15) day period, then Tenant shall not be in default unless it has failed to Tenant thereofpromptly commence and thereafter continue to make diligent and reasonable efforts to cure the failure as soon as practicable as reasonably determined by Landlord; or (iii) if Tenant shall fail have assigned its assets for the benefit of its creditors; (iv) if the sequestration of, attachment of, or execution on, any material part of the property of Tenant or on any property essential to perform or observe any other covenant or provision herein contained on the conduct of Tenant’s part to be performed or observed 's business shall have occurred, and Tenant shall fail have failed to remedy obtain a return or release of the same property within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of lawthereafter, or prior to sale pursuant to any sequestration, attachment or levy, whichever is earlier; (v) if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of have abandoned the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.;

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an “Event of Default” a “Default default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within five failure continues for ten (510) days after written notice of such failure from Landlord to Tenantthereof; or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter within a twelve (12) month period following the second such notice to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or (c) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (d) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of shall employ labor and contractors within the Premises which interfere with Landlord’s work, in violation of this Lease)Sections 9.3, 11.2 or 11.10 or Exhibit B, or Tenant shall fail to timely deliver observe the Letter requirements of CreditSection 11.2, and such failure continues any of the foregoing for three five (35) Business Days days after notice from Landlord to Tenant thereof; or (iiie) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ivf) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if ; or (g) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (h) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (i) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (j) any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceeding is not dismissed within proceedings shall be undismissed or unstayed for an aggregate of sixty (60) days after it is begun, or if a petition shall be filed for the reorganization institution of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vk) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, file any petition in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provedcourt, whether or not the amount be greater than, equal to, or less than the amount pursuant to any statute of the loss United States or damages referred to above. Except as set forth in Section 17.11any State, in no event shall any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (l) Tenant ever be liable otherwise abandons the Premises and leaves the same in an unsafe or unhygienic condition or in such a manner as to Landlord for any indirect, special or consequential damages under adversely impact the provisions conduct by other occupants of this Leasebusiness operations in the Building .

Tenant’s Default. (a) If at any time any one or more The following shall constitute an “Event of the following events (herein referred to as a “Default of Tenant”) shall occur: (i) Tenant shall fail to make payment of rent or any other monetary amount when due Default” under this Lease; provided that not more than twice per calendar year, a Default : 1. failure of Tenant shall not exist if Tenant fails to make such payment within five (5) days of the date when due but makes such payment pay in full, within five (5) days after receipt of written notice from the Landlord that the same is due and owing, any and all installments of Minimum Rent provided that written notice of such failure from Landlord the same shall not be required to be given more than twice in any calendar twelve (12) month period. Additional Rent and/or other charge or payment herein reserved, included, or agreed to be treated or collected as rent and/or any other charge, expense, or cost herein agreed to be paid by the Tenant; or (ii) 2. if Tenant shall fail violates or fails to perform or observe some term otherwise breaks any material non-monetary covenant or condition agreement of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, Agreement or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Creditagreements incorporated herein by reference, and such failure continues for three or violation is not cured within fifteen (315) Business Days days (or such other period if specifically provided in this Lease) after written notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if of such failure is or violation, or in the case of a failure or violation which cannot be cured within the notice period, the Tenant has not commenced to cure such failure or violation within the notice period or has not diligently pursued the completion of such a nature that cure; or /s/ DM 11/30/21 ‌ /s/ JSM 11/30/21 Landlord Initials ‌ Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or Initials 3. if Tenant shall be judicially declared bankrupt or insolvent according to lawvacates the Leased Premises without first having paid and satisfied the Landlord in full for all Minimum Rent, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or Additional Rent and all other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided charges then due that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for thereafter become due until the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired current term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premisesabove mentioned; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time The occurrence of any one or more of the ----------------- following events (herein referred to as a “Default each, an "Event of Tenant”Default") shall occurconstitute a breach of this ---------------- Lease by Tenant: (a) Tenant fails to pay any Rent when due and such failure continues for five (5) days or more following Landlord's notice of such failure. (b) Tenant fails to perform its obligations under Section 17 (Assignment and Sublease), or Section 28 (Hazardous Substances). (c) Tenant abandons the Premises. (d) Tenant fails to perform any obligation to Landlord under this Lease other than those described in Sections 12.1(a), 12.1(b) or 12.1(c) above, and such failure continues for thirty (30) days after written notice from Landlord or Landlord's agent, except that if Tenant begins to cure its failure within the thirty (30) day period but cannot reasonably complete its cure within such period, then, so long as Tenant continues to diligently attempt to cure its failure, the thirty (30) day period shall be extended to one hundred twenty (120) days, or such lesser period as is reasonably necessary to complete the cure. (e) One of the following credit defaults occurs: (i) Tenant shall fail to make payment of rent (or any guarantor of Tenant's obligations hereunder) commences any proceeding under any law relating to bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment of a receiver, trustee, custodian or other monetary amount when due under this Lease; provided that not more than twice per calendar yearsimilar official for the Tenant (or the guarantor) or for any substantial part of its property, or any such proceeding is commenced against Tenant (or the guarantor) and either remains undismissed for a Default period of Tenant shall not exist if Tenant fails to make such payment within five sixty (560) days or results in the entry of an order for relief against Tenant (or the date when due but makes such payment guarantor) which is not fully stayed within five seven (57) days after written notice of such failure from Landlord to Tenant; orentry; (ii) Tenant shall fail to perform (or observe some term or condition any guarantor of this Lease whichTenant's obligations hereunder) becomes bankrupt, because of does not generally pay its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurancedebts as they become due, or the employment of labor and contractors within the Premises admits in violation of this Lease)writing its inability to pay its debts, or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereof; or (iii) Tenant shall fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, if such failure is of such makes a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant; or (iv) except as otherwise provided by applicable law, if the estate hereby created shall be taken on execution or by other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any general assignment shall be made of the property of Tenant for the benefit of creditors; (iii) Any third party obtains a levy or attachment under process of law against Tenant's leasehold interest. Tenant acknowledges and agrees that, or if a receivernotwithstanding the foregoing provisions of this Section 12, guardianthat any notices required to be given by Landlord under this Section 12 shall, conservatorin each case, trustee be in involuntary bankruptcy or other similar officer lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure, and shall be appointed deemed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for satisfy the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balancerequirement, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and notice be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect given pursuant to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereundersection. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a “Default sometimes called an "Event of Tenant”Default") shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when charges for which provision is made herein on or before the date on which the same become due under this Lease; provided that not more than twice per calendar yearand payable, a Default of Tenant shall not exist if Tenant fails to make such payment within and the same continues for five (5) days of the date when due but makes such payment within five (5) business days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subsection (a)(i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to perform pay the fixed rent, Additional Rent or observe some term other charges on or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or before the employment of labor date on which the same become due and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofpayable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Sections 5.6 through 5.6.5 of this Lease and the same continues for fifteen (15) business days after written notice from Landlord thereof; or (iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s 's part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant's leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vi) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court of competent jurisdictionits properties, and such proceeding or shall admit in writing its inability to pay its debts generally as they become due, in all cases which is not dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtsfiling; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an “Event of Default” a “Default default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within failure continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or (c) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (d) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseSections 9.3, 11.2 or 11.10 or Exhibit B or a failure to observe the requirements of Section 11.2), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof; or (iiie) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ivf) except as otherwise provided by applicable law, if the The estate hereby created shall be taken on execution or by other process of law, or if ; or (g) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (h) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (i) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (j) any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceeding is proceedings shall not be fully and finally dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization institution of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vk) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, file any petition in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provedcourt, whether or not the amount be greater than, equal to, or less than the amount pursuant to any statute of the loss United States or damages referred to above. Except as set forth in Section 17.11any State, in no event shall any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (l) Tenant ever be liable to Landlord for any indirect, special or consequential damages under otherwise abandons the provisions of this LeasePremises.

Tenant’s Default. (a) If This Lease and the term of this Lease are subject to the limitation that Tenant shall be in default if, at any time during the Lease Term, any one or more of the following events (herein referred to as called an “Event of Default” a “Default of Tenant”” or similar reference) shall occuroccur and not be cured prior to the expiration of the grace period (if any) herein provided, as follows: (ia) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, or any Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of Lease on or before the date when on which the same becomes due but makes and payable, and such payment within failure continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (iib) Landlord having rightfully given the notice specified in (a) above to Tenant twice in any twelve (12) month period, Tenant shall fail thereafter to pay the Annual Fixed Rent, Additional Rent or any other monetary amount due under this Lease on or before the date on which the same becomes due and payable; or (c) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Article XII of this Lease; or (d) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this Lease)Sections 9.3, 11.2 or 11.10 or Exhibit B-1, or Tenant shall fail a failure to timely deliver observe the Letter requirements of CreditSection 11.2), and such failure continues for three (3) Business Days days after notice from Landlord to Tenant thereof; or (iiie) Tenant shall fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 15.1 specifically referred to) on Tenant’s the part of Tenant to be performed or observed and such failure shall continue for thirty (30) days after notice thereof from Landlord to Tenant, or if said default shall reasonably require longer than thirty (30) days to cure, if Tenant shall fail to remedy the same commence to cure said default within thirty (30) days after notice thereof and/or fail to Tenant specifying such neglect or failure, or, if such failure is continuously prosecute the curing of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith due diligence; or (ivf) except as otherwise provided by applicable law, if the ▇▇▇▇▇▇’s estate hereby created shall be taken on execution or by other process of law, or if ; or (g) Tenant shall make an assignment or trust mortgage arrangement, so-called, for the benefit of its creditors; or (h) Tenant shall judicially be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made of the property of Tenant for the benefit of creditors, or if ; or (i) a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be is appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction; or (j) any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding, and such proceeding is proceedings shall not be fully and finally dismissed within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization institution of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debtssame; or (vk) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, file any petition in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be provedcourt, whether or not the amount be greater than, equal to, or less than the amount pursuant to any statute of the loss United States or damages referred to above. Except as set forth in Section 17.11any State, in no event shall any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceeding; or (l) Tenant ever be liable to Landlord for any indirect, special otherwise abandons or consequential damages under vacates the provisions of this LeasePremises (other than as required by law).

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as each a “Default of Tenant”) shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent or any other monetary amount Additional Rent hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five (5) days of the date when due but makes such payment within continue for five (5) days after written notice of such failure to Tenant from Landlord to TenantLandlord; or (ii) Tenant shall fail to perform timely bond off or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises discharge a lien in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofaccordance with Section 7.4 herein; or (iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein; or (iv) Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or be reduced or materially changed (or any failure of Tenant to provide notice of amendment or cancellation in accordance with Section 13.2(e) herein); or (v) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after written notice to Tenant specifying such neglect or failure; provided, or, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall fail have an additional period, not to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than exceed ninety (90) days after the notice described in this subsection (v), to Tenantremedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or (ix) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (x) If on two separate occasions occurring in any consecutive 365-day period: (x) Tenant shall fail to pay the Basic Rent or Additional Rent hereunder when due or shall fail to perform or observe any other covenant herein contained on Tenant’s property part to be performed or observed and Tenant shall cure any such failure within the applicable grace or notice and cure period set forth in clauses (i) or (ii) above; or (y) a Default of Tenant of the kind set forth in clauses (i) or (ii) above shall occur and Landlord shall, in its sole discretion, permit Tenant to cure such Default of Tenant after the applicable grace or notice and cure period has expired; and the same or a similar failure shall occur again within the next 365 days (whether or not such similar failure is cured within any applicable grace or notice and cure period); or (xi) The occurrence of any of the events described in subsections (a) (vii)-(a)(ix) with respect to any guarantor of all or any portions of Tenant’s obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided. (b) For purposes of subsection (a)(viii) above, an “Event of Bankruptcy” means the filing of a voluntary petition by a court Tenant, or the entry of competent jurisdictionan order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and such proceeding is not dismissed the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration filing of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenantvoluntary petition, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason entry of the termination order for relief (or such additional time as a court of this Leasecompetent jurisdiction may grant, an amount equal to for cause, upon a motion made within the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.original sixty-day period):

Tenant’s Default. (a) If at any time The occurrence of any one or more of the following events (herein referred to as shall constitute a “Default default and breach of this Lease by Tenant”) shall occur: (ia) Tenant shall fail abandoning the Premises for more than two (2) days; (b) the failure to make payment pay any installment of rent Minimum Rent or any other monetary amount Additional Lease Charges when due and payable under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment the Lease and within five (5) days of the date when due but makes such payment within five (5) days after written notice of such failure from Landlord to Tenant; or (ii) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days days after receiving a written notice from Landlord to Tenant thereof; oror its representatives stating or estimating the amounts due; (iiic) Tenant shall fail to perform permitting ▇▇▇▇▇▇'s interest in the Premises or observe any other covenant or provision herein contained on of Tenant’s part 's Property to be performed or observed and Tenant shall fail placed in the hands of a receiver for a period in excess of thirty (30) days, making an assignment for the benefit of creditors, instituting voluntary proceedings under any bankruptcy act, failing to remedy the same have dismissed within thirty (30) days after notice any involuntary proceeding filed against Tenant under any bankruptcy act, or failing to Tenant specifying such neglect or failure, or, if such failure is of such a nature that Tenant cannot reasonably remedy the same have dismissed within such thirty (30) day perioddays any proceedings seeking to execute or levy against or attach Tenant's interest in the Premises or any of Tenant's Property; (d) any breach of Sections 13.1, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenant16.3; or (ive) except as otherwise provided by applicable lawfailing to promptly and fully perform any covenant, if the estate hereby created shall be taken on execution condition or by agreement contained in this Lease (other process of law, or if Tenant shall be judicially declared bankrupt or insolvent according to law, or if any assignment shall be made than breaches of the property provisions set forth in subsections (a) through (d) of Tenant this Section) if this failure continues for the benefit of creditors, or if a receiver, guardian, conservator, trustee in involuntary bankruptcy or other similar officer shall be appointed to take charge of all or any substantial part of Tenant’s property by a court of competent jurisdiction, and such proceeding is not dismissed within sixty twenty (6020) days after it is begunwritten notice thereof from Landlord to Tenant; provided, or however, if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises 's default cannot reasonably be cured within twenty (20) days, Tenant shall not be deemed an abandonment of the Premises in default hereunder if Tenant maintains the Premises commences to cure its default within twenty (20) days and performs its other obligations under this Lease), then, in any diligently prosecutes such case, Landlord may, in addition cure to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entrycompletion. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.

Tenant’s Default. (a) If Subject to any and all applicable notice and cure periods specifically set forth herein, if at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as each a “Default of Tenant”) shall occurhappen: (i) Tenant shall fail to make payment of rent pay the Basic Rent or any other monetary amount Additional Rent hereunder when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant and such failure shall not exist if Tenant fails to make such payment within five continue for seven (5) days of the date when due but makes such payment within five (57) days after written notice of such failure to Tenant from Landlord to TenantLandlord; or (ii) Tenant shall fail to perform timely bond off or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises discharge a lien in violation of this Lease), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days after notice from Landlord to Tenant thereofaccordance with Section 7.4. herein; or (iii) Tenant shall fail to timely deliver an estoppel certificate in accordance with Section 15.1(a) herein and such failure shall continue for ten (10) days after written notice to Tenant from Landlord; or (iv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure; provided, or, however that if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, then Tenant shall fail have an additional period, not to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than exceed ninety (90) days after the notice described in this subsection (iv), to Tenantremedy same, so long as Tenant promptly commences (and in any event within such thirty (30) day period) and prosecutes such remedy to completion with diligence and continuity; or (ivv) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vi) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall be adjudicated insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future Federal, State or other similar officer statute, law or regulation for the relief of debtors (other than the Bankruptcy Code, as hereinafter defined), or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (vii) An Event of Bankruptcy (as hereinafter defined) shall occur with respect to Tenant; or (viii) A petition shall be filed against Tenant under any law (other than the Bankruptcy Code) seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of sixty (60) days (whether or not consecutive), or if any trustee, conservator, receiver or liquidator of Tenant or of all or any substantial part of its properties shall be appointed without the consent or acquiescence of Tenant and such appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days (whether or not consecutive); or (ix) The occurrence of any of the events described in subsections (a)(vi)-(a)(viii) with respect to any guarantor of all or any portions of Tenant’s property obligations under this Lease; then in any such case Landlord may terminate this Lease as hereinafter provided. (b) For purposes of subsection (a)(vii) above, an “Event of Bankruptcy” means the filing of a voluntary petition by a court Tenant, or the entry of competent jurisdictionan order for relief against Tenant, under Chapter 7, 11, or 13 of the Bankruptcy Code, and such proceeding is not dismissed the term “Bankruptcy Code” means 11 U.S.C. §101, et seq. If an Event of Bankruptcy occurs, then the trustee of Tenant’s bankruptcy estate or Tenant as debtor-in-possession may (subject to final approval of the court) assume this Lease, and may subsequently assign it, only if it does the following within sixty (60) days after it is begun, or if a petition shall be filed for the reorganization of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within sixty (60) days after it is begun, or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment of the Premises if Tenant maintains the Premises and performs its other obligations under this Lease), then, in any such case, Landlord may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may terminate this Lease by notice to Tenant and this Lease shall come to an end on the date of such notice as fully and completely as if such date were on the date herein originally fixed for the expiration filing of the term of this Lease and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, to pay and be liable for on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent and other charges reserved as they would become due under the terms of this Lease if this Lease had not been terminated or if Landlord had not entered or re entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or for the whole thereof; but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith. As an alternative, at the election of Landlord, Tenant will upon such termination pay to Landlord, as damages, such a sum as at the time of such termination represents the amount of the excess, if any, of the then value of the total Rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease Term if the lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Premises for what would be the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentence, the total amount due shall be computed by assuming that Tenant’s Proportionate Share of Taxes and Tenant’s Proportionate Share of Operating Costs would be, for the balance of such unexpired term, the amount thereof respectively for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occur. (c) In case of any Default of Tenant, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ considers advisable or necessary to re-let the Premises and (ii) make such alterations, repairs and decorations in the Premises as Landlord, in its sole judgment, considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing shall operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and Tenant hereby waives, to the extent permitted by applicable law, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (e) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, at any time, be entitled lawfully and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenantvoluntary petition, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, or like proceedings by reason entry of the termination order for relief (or such additional time as a court of this Leasecompetent jurisdiction may grant, an amount equal to for cause, upon a motion made within the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater than, equal to, or less than the amount of the loss or damages referred to above. Except as set forth in Section 17.11, in no event shall Tenant ever be liable to Landlord for any indirect, special or consequential damages under the provisions of this Lease.original sixty-day period):

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment of rent pay the fixed rent, Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar year, a Default of Tenant shall not exist if Tenant fails to make such payment within five (5) days of charges for which provision is made herein on or before the date when on which the same become due but makes such payment within and payable, and the same continues for five (5) days after written notice of such failure from Landlord to Tenantthereof; or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the fixed rent, Additional Rent or other charges on or before the date on which the same become due and payable; or (iii) Tenant shall assign its interest in this Lease or sublet any portion of the Premises in violation of the requirements of Section 5.6 through 5.6.6 of this Lease; or (iv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other covenant or provision herein contained on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than ten (10) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re- enter the Premises, either by force, summary proceedings, ejectment or otherwise, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1 (a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or relet for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in good faith in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s reasonable expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (i) In the alternative, Landlord may elect, by notice given to Tenant at the election of Landlord, Tenant will upon any time after such termination and whether or not Landlord shall have collected any damages under subsection (c) above, but as final damages and in lieu of all other damages beyond the date of such notice to require Tenant to pay to Landlord, as damages, such a sum as at the time of the giving of such termination notice represents the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of 6%, of the total Rent rent and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease from the date of such notice for what would be the remainder of the then unexpired Lease Term if the lease Lease terms had been fully complied with by Tenant over and above (b) the then cash rental discounted present value, at a discount rate of 6%, of the total rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in advancerent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenses which Landlord may have incurred with respect to the Premises for what would be collection of such damages. (ii) For the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share share of Taxes excess taxes, Tenant’s share of excess operating costs and Tenant’s Proportionate Share share of Operating Costs excess electrical costs would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting, and . Tenant hereby waives, to the extent permitted expressly waives any and all rights of redemption granted by applicable law, or under any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding the foregoing, Landlord will use reasonable efforts to relet the Premises after Tenant vacates the Premises; however, the marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control present or future laws in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall of Tenant being evicted or dispossessed, or in the event of Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants for the Premises unless and until Landlord obtains full and complete obtaining possession of the Premises, including the final and unappealable legal right to relet the Premises free of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use by reason of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Building, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable violation by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlord. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) covenants and conditions of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunderLease. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except as set forth . (g) In lieu of any other damages or indemnity and in Section 17.11, in no event shall Tenant ever be liable to lieu of the recovery by Landlord for any indirect, special or consequential damages of all sums payable under all the foregoing provisions of this LeaseSection 7.1, Landlord may elect to collect from tenant, by notice to Tenant, given to Tenant at the time of termination and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for the twelve (12) months ended next prior to the such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such termination plus any and all expenses which the Landlord may have incurred for and with respect of the collection to any of such rent.

Tenant’s Default. (a) If at any time subsequent to the date of this Lease any one or more of the following events (herein referred to as a sometimes called an “Default Event of TenantDefault”) shall occur: (i) Tenant shall fail to make payment pay any installment of rent the Annual Fixed Rent, Additional Rent or other charges for which provision is made herein on or before the date on which the same become due and payable, and the same continues for five (5) business days after notice from Landlord thereof, or (ii) Landlord having rightfully given the notice specified in subdivision (i) above twice in any calendar year, Tenant shall thereafter in the same calendar year fail to pay the Annual Fixed Rent, Additional Rent or any other monetary amount when due under this Lease; provided that not more than twice per calendar yearLease on or before the date on which the same become due and payable, a Default of or, (iii) Tenant shall not exist if Tenant fails to make such payment within five (5) days assign its interest in this Lease or sublet any portion of the date when due but makes such payment within five (5) days after written notice Premises in violation of such failure from Landlord to Tenant; the requirements of Sections 5.6 through 5.6.6 of this Lease, or (iiiv) Tenant shall fail to perform or observe some term or condition of this Lease which, because of its character, would immediately jeopardize Landlord’s interest (such as, but without limitation, failure to maintain general liability insurance, or the employment of labor and contractors within the Premises which interfere with Landlord’s work, in violation of this LeaseExhibit B-1), or Tenant shall fail to timely deliver the Letter of Credit, and such failure continues for three (3) Business Days business days after notice from Landlord to Tenant thereof; or (iiiv) Tenant shall neglect or fail to perform or observe any other requirement, term, covenant or provision herein contained condition of this Lease (not hereinabove in this Section 7.1(a) specifically referred to) on Tenant’s part to be performed or observed and Tenant shall fail to remedy the same within thirty (30) days after notice to Tenant specifying such neglect or failure, or, or if such neglect or failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly to remedy the same and diligently to prosecute such remedy to completion within not more than ninety (90) days after notice to Tenantwith diligence and continuity; or (ivvi) except as otherwise provided by applicable law, if Tenant’s leasehold interest in the estate hereby created Premises shall be taken on execution or by other process of law, or if law directed against Tenant; or (vii) Tenant shall be judicially declared bankrupt or insolvent according to law, or if any make an assignment shall be made of the property of Tenant for the benefit of creditorscreditors or shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or if a receivershall file any petition or answer seeking any reorganization, guardianarrangement, conservatorcomposition, trustee in involuntary bankruptcy readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, state or other similar officer statute, law or regulation for the relief of debtors, or shall be appointed seek or consent to take charge or acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or of all or any substantial part of Tenant’s property by a court its properties, or shall admit in writing its inability to pay its debts generally as they become due; or (viii) A petition shall be filed against Tenant in bankruptcy or under any other law seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future Federal, State or other statute, law or regulation and shall remain undismissed or unstayed for an aggregate of competent jurisdiction, and such proceeding is not dismissed within sixty (60) days after it is begun(whether or not consecutive), or if a petition any debtor in possession (whether or not Tenant) trustee, receiver or liquidator of Tenant or of all or any substantial part of its properties or of the Premises shall be filed for appointed without the reorganization consent or acquiescence of Tenant under any provisions of law now or hereafter enacted, and such proceeding is not dismissed within appointment shall remain unvacated or unstayed for an aggregate of sixty (60) days after it is begun(whether or not consecutive) then, and in any of said cases (notwithstanding any license of a former breach of covenant or if Tenant shall file a petition for such reorganization, or for arrangements under any provisions of such laws providing a plan for a debtor to settle, satisfy, or extend the time for the payment of debts; or (v) Tenant shall abandon the Premises (provided that ▇▇▇▇▇▇’s vacating the Premises shall not be deemed an abandonment waiver of the Premises if Tenant maintains the Premises and performs its other obligations under this Leasebenefit hereof or consent in a former instance), then, in any such case, . Landlord lawfully may, in addition to any remedies otherwise available to Landlord, immediately or at any time thereafter, and without demand or notice, enter into and upon the Premises or any part thereof in the name of the whole and repossess the same as of Landlord’s former estate, and expel Tenant and those claiming by, through or under it and remove its or their effects (forcibly if necessary) without being deemed guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant, and/or Landlord may further notice terminate this Lease by notice to Tenant Tenant, specifying a date not less than five (5) days after the giving of such notice on which this Lease shall terminate, and this Lease shall come to an end on the date of such notice specified therein as fully and completely as if such date were on the date herein originally fixed for the expiration of the term Lease Term (Tenant hereby waiving any rights of this Lease redemption), and Tenant will then quit and surrender the Premises to Landlord, but Tenant shall remain liable as herein hereinafter provided. To the extent permitted by law, Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws (including M.G.L. c.186, §11), in the event of Tenant being evicted or dispossessed, or in the event of Landlord obtaining possession of the Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease. In the event of any such termination, entry or re-entry, Landlord shall have the right to remove and store Tenant’s property and that of persons claiming by, through or under Tenant at the sole risk and expense of Tenant and, if Landlord so elects, (x) to sell such property at public auction or private sale and apply the net proceeds to the payment of all sums due to Landlord from Tenant and pay the balance, if any, to Tenant, or (y) to dispose of such property in any manner in which Landlord shall elect, Tenant hereby agreeing to the fullest extent permitted by law that it shall have no right, title or interest in any property remaining in the Premises after such termination, entry or re-entry. (b) If this Lease shall have been terminated as provided in this Article, then Landlord may, without notice, re-enter the Premises, in any manner permitted by law, and remove and dispossess Tenant and all other persons and any and all property from the same, as if this Lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. (c) In the event that this Lease is terminated under any of the provisions contained in Section 7.1(a) or shall be otherwise terminated by breach of any obligation of Tenant, Tenant covenants and agrees, notwithstanding any termination of this Lease as aforesaid or any entry or re entry by Landlord, whether by summary proceedings, termination, or otherwise, agrees forthwith to pay and be liable for for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Rent rent and other charges reserved as they would become due would, under the terms of this Lease Lease, become due if this Lease had not been terminated or if Landlord had not entered or re re-entered, as aforesaid, and whether the Premises be relet or remain vacant, in whole or in part, or for a period less than the remainder of the Term, or and for the whole thereof; , but in the event the Premises be relet by Landlord, Tenant shall be entitled to a credit in the net amount of rent and other charges received by Landlord in reletting, after deduction of all reasonable out-of-pocket expenses incurred in reletting the Premises (including, without limitation, remodeling costs, brokerage fees, reasonable, out-of-pocket attorneys’ fees and the like), and in collecting the rent in connection therewith, in the following manner: Amounts received by Landlord after reletting shall first be applied against such Landlord’s expenses, until the same are recovered, and until such recovery, Tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is obligated to pay under the terms of this Lease (Tenant’s liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have not previously been applied shall be credited against Tenant’s obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. As Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, and shall not be credited against obligations of Tenant hereunder accruing subsequent or prior to such period; nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms. Landlord agrees to use reasonable efforts to relet the Premises after Tenant vacates the same in the event this Lease is terminated based upon an Event of Default by Tenant hereunder. The marketing of the Premises in a manner similar to the manner in which Landlord markets other premises within Landlord’s control within the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts” hereunder. In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenant for the Premises until Landlord obtains full and complete possession of the Premises (including, without limitation, the final and unappealable legal right to relet the Premises free of any claim of Tenant), (ii) relet the Premises before leasing other vacant space in the Building, or (iii) lease the Premises for a rental less than the current fair market rent then prevailing for similar office space in the Building. (i) In the alternative, Landlord may elect, by notice given to Tenant at any time after the election termination of Landlordthis Lease under this Section 7.1, above, and whether or not Landlord shall have collected any damages under subsection (c) above, but as final damages and in lieu of all other damages beyond the date of such notice, to require Tenant will upon such termination to pay to Landlord, as damages, such a sum as at the time of such termination notice represents the amount of the excess, if any, of (a) the then value discounted present value, at a discount rate of 6%, of the total Annual Fixed Rent, Additional Rent and other benefits charges which would have accrued to Landlord been payable by Tenant under this Lease for the remainder of the Lease Term if the lease Lease terms had been fully complied with by Tenant Tenant, over and above (b) the then cash rental discounted present value, at a discount rate of 6%, of the total rent and other charges that would be received by Landlord if the Premises were released at the time of such notice for the remainder of the Lease Term at the fair market value (including provisions regarding periodic increases in advancerent if such are applicable) prevailing at the time of such notice as reasonably determined by Landlord, plus all expenses which Landlord may have incurred with respect to the Premises for what would be collection of such damages. (ii) For the then unexpired Lease Term if the same remained in effect. For purposes of this Article, if Landlord elects to require Tenant to pay damages in accordance with the immediately preceding sentenceparagraph, the total amount due rent shall be computed by assuming that Tenant’s Proportionate Share share of Taxes excess taxes, Tenant’s share of excess operating costs and Tenant’s Proportionate Share share of Operating Costs excess electrical costs would be, for the balance of the unexpired Term from the date of such unexpired termnotice, the amount thereof respectively (if any) for the tax year and lease year, respectively, in which such termination, entry or re-entry shall occurimmediately preceding annual period payable by Tenant to Landlord. (ce) In case of any Default Event of TenantDefault, re-entry, entry, expiration and dispossession by summary proceedings or otherwise, Landlord may (i) re-let the Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms which may at Landlord’s option be equal to or less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease Term and may grant concessions or free rent to the extent that ▇▇▇▇▇▇▇▇ Landlord considers advisable or necessary to re-let the Premises same and (ii) may make such alterations, repairs and decorations in the Premises as Landlord, Landlord in its sole judgment, judgment considers advisable or necessary for the purpose of reletting the Premises; and no action by Landlord in accordance with the foregoing making of such alterations, repairs and decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. It is specifically understood and agreed that Landlord shall be entitled to take into account in connection with any reletting of the Premises all relevant factors which would be taken into account by a sophisticated developer in securing a replacement tenant for the Premises, such as, but not limited to, the first class quality of the Building and the financial responsibility of any such replacement tenant. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting. Tenant, for itself and Tenant hereby waivesany and all persons claiming through or under Tenant, to including its creditors, upon the extent permitted by applicable lawtermination of this Lease and of the term of this Lease in accordance with the terms hereof, any obligation Landlord may have to mitigate Tenant’s damages. Notwithstanding or in the foregoing, Landlord will use reasonable efforts to relet event of entry of judgment for the Premises after Tenant vacates recovery of the Premises; however, the marketing possession of the Premises in any action or proceeding, or if Landlord shall enter the Premises by process of law or otherwise, hereby waives any right of redemption provided or permitted by any statute, law or decision now or hereafter in force, and does hereby waive, surrender and give up all rights or privileges which it or they may or might have under and by reason of any present or future law or decision, to redeem the Premises or for a manner similar to the manner in which Landlord markets other premises within Landlord’s control in the Building shall be deemed to have satisfied Landlord’s obligation to use “reasonable efforts.” In no event shall Landlord be required to (i) solicit or entertain negotiations with any other prospective tenants continuation of this Lease for the Premises unless and until Landlord obtains full and complete possession term of the Premises, including the final and unappealable legal right to relet the Premises free this Lease hereby demised after having been dispossessed or ejected therefrom by process of any claim of Tenant, (ii) lease the Premises to a tenant whose proposed use, in Landlord’s reasonable judgment, will be unacceptable, (iii) relet the Premises prior to leasing any other vacant space in the Building, suitable for the use of the prospective tenant, (iv) lease the Premises for a rental rate less than the current fair market rent then prevailing for similar space in the Buildinglaw, or (v) enter into a lease with any proposed tenant that does not have, in Landlord’s reasonable opinion, sufficient financial wherewithal and resources to satisfy its financial obligations under the prospective lease. Landlord shall be entitled to take into account in connection with any such reletting of the Premises all relevant factors which would be taken into account by a sophisticated landlord in securing a replacement tenant for the Premises including the first class quality of the Building, matters of tenant mix, and the financial responsibility of any such replacement tenant. Landlord, at Landlord’s option, may make such alterations, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with such reletting or proposed reletting. The foregoing Landlord obligation to list the Premises as provided herein is independent of Tenant’s obligations under this ARTICLE XIV and shall not be construed to entitle Tenant to set -off against any amounts payable by Tenant hereunder in the event of a breach or alleged breach by Landlord of such obligation. In no event shall Landlord be obligated to give priority to the re-letting of the Premises over any other Premises in the Building or any other building owned by Landlordotherwise. (d) If there is at any time a guarantor or assignee of this Lease or any interest of Tenant herein or any sublessee, franchisee, concessionee, or licensee of all or any portion of the Premises, the happening of any of the events described in paragraph (a)(iv) of this Section with respect to such guarantor, assignee, sublessee, franchisee, concessionee, or licensee shall constitute a Default of Tenant hereunder. (ef) The specified remedies to which Landlord may resort hereunder are not intended to be exclusive of any remedies or means of redress to which Landlord may, may at any time, time be entitled lawfully lawfully, and Landlord may invoke any remedy (including the remedy of specific performance) allowed at law or in equity as if specific remedies were not herein provided for. (f) All costs and expenses incurred by or on behalf of Landlord (including. Further, without limitation, reasonable, out-of-pocket attorneys’ fees and expenses) in enforcing its rights hereunder or occasioned by any Default of Tenant shall be paid by ▇▇▇▇▇▇. (g) Upon any Default of Tenant, or the expiration or termination of this Lease, Landlord shall have the right of summary process under Massachusetts General Laws c. 239, or other applicable statutes, and such other rights to recover possession as permitted by law. Tenant and Landlord each hereby waives any and all rights under the laws of any state to the right, if any, to trial by jury. Nothing nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy, insolvency, bankruptcy or like proceedings insolvency by reason of the termination of this Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, the damages are to be proved, whether or not the amount be greater thangreater, equal to, or less than the amount of the loss or damages referred to above. Except Notwithstanding anything contained in this Lease to the contrary, except as otherwise set forth in Section 17.119.17, in no event Tenant shall Tenant ever not be liable to Landlord for any indirectof Landlord’s consequential, special special, punitive or consequential indirect damages. (g) In lieu of any other damages or indemnity and in lieu of the recovery by Landlord of all sums payable under all the foregoing provisions of this LeaseSection 7.1, Landlord may elect to collect from Tenant, by notice to Tenant, given to Tenant at the time of termination and Tenant shall thereupon pay, as liquidated damages, an amount equal to the sum of the Annual Fixed Rent and all Additional Rent payable for the twelve (12) months ended next prior to the such termination plus the amount of Annual Fixed Rent and Additional Rent of any kind accrued and unpaid at the time of such termination plus any and all expenses which Landlord may have incurred for and with respect to the collection of any of such rent.