EXHIBIT 99.3
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx
"the Buildings"
FIFTH AMENDMENT TO LEASE
Execution Date: As of June 23, 1998
LANDLORD: Technology Square LLC, successor-in-interest to CC&F
Cambridge Trust
TENANT: The Xxxxxxx Xxxxx Xxxxxx Laboratory, Inc.
LEASE EXECUTION DATE:
August 16, 1974
TERMINATION DATE:
October 19, 2001
PREVIOUS LEASE AMENDMENTS:
First Amendment of Lease dated as of March 11, 1975
Second Amendment and Restatement of Lease dated
December 17, 1975
Third Amendment of Lease dated February 2, 1977
Fourth Amendment and Restatement of Lease dated
July 1, 1981
WHEREAS, Section 4.4 of the above-referenced lease requires that
Landlord maintain insurance on the Buildings against loss by fire and hazards
covered by extended coverage endorsement and requires that Tenant reimburse
Landlord for the premiums for such insurance;
WHEREAS, Tenant desires to maintain such casualty insurance on the
Buildings rather than Landlord;
WHEREAS, Xxxxxxxx is willing to allow Tenant to maintain casualty
insurance on the Buildings on the terms and conditions hereinafter set forth;
NOW THEREFORE, the above-referenced lease, as previously amended ("the
Lease") is hereby further amended as follows:
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1. TENANT'S RIGHT TO MAINTAIN CASUALTY INSURANCE ON THE
BUILDINGS
A. Effective as of June 23, 1998, Section 4.4 of the Lease shall,
subject to Subparagraph B of this Paragraph 1, be deleted in its entirety and
the following shall be substituted in its place:
"Throughout the term of the Lease, Tenant shall, at Tenant's sole cost
and expense, keep the Buildings insured against loss or damage caused by any
peril covered under fire, extended coverage and all risk insurance (including,
without limitation, coverage for flood, earthquake, demolition, increased cost
of construction, extra expense, and boiler and machinery coverage) in an amount
equal to one hundred percent (100%) replacement cost value, exclusive of
foundations, with an agreed amount endorsement (including insurance against loss
in case of monthly installments of fixed rent and any additional rent which may
become due under Section 2.6 and this Section 4.4 for a period of at least one
year after any casualty). In addition, Tenant shall obtain, at Landlord's
request, such coverage for such additional perils as Landlord's mortgagee(s) may
reasonably require. Such insurance shall insure the interests of both Landlord
and Tenant as their respective interests may appear from time to time and shall
name Landlord and Landlord's mortgagees as named insured parties.
Such insurance shall be effected with insurers approved by Landlord and
Xxxxxxxx's mortgagees (which approval shall not be unreasonably withheld),
authorized to do business in the Commonwealth of Massachusetts under valid and
enforceable policies wherein Tenant names Landlord and Xxxxxxxx's mortgagees as
named insured parties. Such insurance shall provide that it shall not be
canceled or modified without at least thirty (30) days' prior written notice to
each insured named therein. At the time of execution and delivery of this Fifth
Amendment by Xxxxxx, and thereafter not less than thirty (30) days prior to the
expiration date of each expiring policy, original copies of the policies
provided for in this Section 4.4, issued by the insurer, or certificates of such
policy setting forth in full the provisions thereof and issued by such insurer
together with evidence reasonably satisfactory to Landlord of the payment of all
premiums for such policies, shall be delivered by Tenant to Landlord and
certificates as aforesaid of such policies shall upon request of Landlord, be
delivered by Tenant to the holder of any mortgage affecting the Buildings."
B. Landlord shall have the right at any time, upon thirty (30) days
written notice ("Casualty Insurance Change Notice") to Tenant, to revert to the
original obligations of the parties with respect to casualty insurance. If
Landlord gives Tenant the Casualty Insurance Change Notice, then, effective as
of the date thirty (30) days after Landlord gives Tenant the Casualty Insurance
Change Notice, Subparagraph A of this Paragraph 1 shall be deleted in its
entirety, and for the remainder of the term of the Lease, Section 4.4 of the
Lease shall be reinstated and shall be in full force and effect.
2. As hereby amended, the Lease is ratified, confirmed and approved in
all respects.
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EXECUTED UNDER SEAL as of the date first above written.
LANDLORD:
TECHNOLOGY SQUARE LLC, a Delaware limited liability company
By: Beacon Capital Partners, L.P.,
a Delaware limited partnership
d/b/a Beacon Capital Partners
Limited Partnership, its manager
By: Beacon Capital Partners, Inc.,
a Maryland corporation,
its general partner
By: [SIGNATURE]
Name:
Title:
Hereunto Duly Authorized
Date Signed: 1/24/98
TENANT:
THE XXXXXXX XXXXX XXXXXX LABORATORY, INC.
By: [SIGNATURE]
Name:
Title:
Hereunto Duly Authorized
Date Signed: 1/21/99
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