Page ARTICLE 1. LEASE 3 1.01 Lease 3 1.02 Appurtenant Rights 3 ARTICLE 2. TERM: RENT 3 2.01 Term 3 2.02 Use 3 2.03 Rent 3 2.04 Operating Cost 4 2.05 Impositions 6 2.06 Computation Of Operating Cost and Impositions Adjustment 7 2.07 Adjustment For...

Exhibit 10.3.1

LEASE

between

FIVE HUNDRED BOYLSTON WEST VENTURE, as LANDLORD

and

NEWSTAR FINANCIAL, INC., as TENANT

Dated as of August 18, 2004

TABLE OF CONTENTS

		Page
ARTICLE 1. LEASE		3
1.01 Lease		3
1.02 Appurtenant Rights		3
ARTICLE 2. TERM: RENT		3
2.01 Term		3
2.02 Use		3
2.03 Rent		3
2.04 Operating Cost		4
2.05 Impositions		6
2.06 Computation Of Operating Cost and Impositions Adjustment		7
2.07 Adjustment For Variation Between Estimated And Actual		7
ARTICLE 3. LANDLORD’S COVENANTS		7
3.01 Basic Services		7
3.02 Extra Services		9
3.03 Window Covering		10
3.04 Graphics And Signage		11
3.05 Initial Tenant Improvements		11
3.06 Repair Obligation		12
3.07 Quiet Enjoyment		12
ARTICLE 4. TENANT’S COVENANTS		12
4.01 Obligations Of Tenant To Furnish Floor Plans		12
4.02 Construction Of Tenant Improvements		12
4.03 Taxes On Personal Property		13
4.04 Repairs By Tenant		13
4.05 Waste		13
4.06 Assignment Or Sublease		13
4.07 Alterations And Surrender		16
4.08 Compliance With Laws And Insurance Standards		18
4.09 Entry For Repairs And Leasing		18
4.10 No Nuisance		19
4.11 Subordination		19
4.12 Estoppel Certificate		20
4.13 Tenant’s Remedies		20
4.14 Rules and Regulations		20
4.15 Personal Property At Tenant’s Risk		21
4.16 Payment Of Landlord’s Expenses		21
4.17 Security Deposit, Letter of Credit		21
4.18 Tenant’s Financial Condition		21
4.19 Energy Conservation		22

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ARTICLE 5. CASUALTY, EMINENT DOMAIN		22
5.01 Casualty Insurance		22
5.02 Liability Insurance		22
5.03 Tenant’s Insurance		23
5.04 Indemnity And Exoneration		23
5.05 Waiver Of Subrogation Rights		24
5.06 Condemnation And Loss or Damage		24
5.07 Damage Due to Fire And Casualty		25
ARTICLE 6. DEFAULT		26
6.01 Events of Default		26
6.02 Remedies Upon Default		28
6.03 Damages Upon Termination		28
6.04 Computation Of Rent For Purposes Of Default		29
6.05 Liquidated Damages		30
6.06 Rights of Landlord In Bankruptcy		30
6.07 Late Charge		30
ARTICLE 7. APPRAISAL		30
7.01 Appraisal Of Fair Market Rent		30
ARTICLE 8. MISCELLANEOUS		32
8.01 No Waiver		32
8.02 Holding Over		32
8.03 Amendments And Modifications		32
8.04 Transfers By Landlord		33
8.05 Severability		33
8.06 Notices		33
8.07 No Joint Venture		33
8.08 Successors And Assigns		33
8.09 Applicable Law		33
8.10 Time Of The Essence		33
8.11 Submission Not An Option		33
8.12 Brokerage		34
8.13 Waiver Of Jury Trial		34
8.14 All Agreements Contained		34

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8.15 Cumulative Remedies		34
8.16 Failure To Enforce; Accord and Satisfaction		34
8.17 Substitution		35
8.18 Notice Of Lease		35
8.19 Consents		36
8.20 Intentionally omitted		36
8.21 Tenant’s Authorized Representative		36
8.22 Assignment of Rents		36
ARTICLE 9. OPTIONS		36
9.01 Extension Option		36
ARTICLE 10. DEFINITIONS		37
10.01 Definitions		37
EXHIBIT A – Floor Plan		43
EXHIBIT A-l – Description of Land		44
EXHIBIT B - INITIAL IMPROVEMENT OF THE LEASED PREMISES		46
EXHIBIT X-x – MINIMUM INFORMATION REQUIRED		48
EXHIBIT B-2 – BUILDING STANDARD IMPROVEMENTS		49
EXHIBIT C - Building Rules and Regulations for Five Hundred Boylston (the “Building”)		51
EXHIBIT D Letter of Credit Requirements		54
EXHIBIT E Cleaning Specifications		55
PARKING ADDENDUM		57

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FIVE HUNDRED BOYLSTON

Basic Lease Information

This “Basic Information Sheet” is made a part of, and incorporated in, that certain lease dated as set forth below by and between Five Hundred Boylston West Venture (as “Landlord”) and NewStar Financial, Inc. (as “Tenant”).

Lease Effective Date:		August 18, 2004
Tenant:		NewStar Financial, Inc., a Delaware corporation
Address:		Prior to Term Commencement:
		000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000 Attn: R. Xxxxx Xxxxxxx
		After Term Commencement:
		000 Xxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attn: R. Xxxxx Xxxxxxx
Landlord:		Five Hundred Boylston West Venture, a Massachusetts joint venture
Address:		c/o Hines Interests Limited Partnership 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, XX 00000
Leased Premises:		A portion of Floor 16 of the Building located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, as depicted in Exhibit A
Net Rentable Area of Leased Premises:		10,954 square feet
Net Rentable Area of the Building as of Date of Lease:
Office Section:		641,505 square feet
Retail Section:		65,359 square feet
Total:		706,864 square feet
Scheduled Term Commencement Date:		December 1, 2004

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Term Expiration Date:		The last day of the sixty-third (63rd) full calendar month following the Term Commencement Date, subject to extension under Section 9.01
Net Rent:		Lease Year 1:		$23.00 per square foot of Net Rentable Area per annum
		Lease Year 2:		$24.00 per square foot of Net Rentable Area per annum
		Lease Year 3:		$25.00 per square foot of Net Rentable Area per annum
		Lease Year 4:		$26.00 per square foot of Net Rentable Area per annum
		Lease Year 5:		$27.00 per square foot of Net Rentable Area per annum
		The term “Lease Year” shall mean the twelve-month period beginning on the Term Commencement Date and each anniversary thereof, except that the last Lease Year shall be the approximately 15-month period ending on the Term Expiration Date.
Tenant’s Plan Delivery Date:		Not applicable
Tenant Work Allowance:		$46.50 per square foot of Net Rentable Area of Leased Premises
Tenant’s Proportionate Share:		1.80%, subject to Section 10.01
Tenant’s Authorized Representative:		R. Xxxxx Xxxxxxx
Security Deposit/Letter of Credit:		$125,000, subject to Section 4. 17. and Exhibit D
Guarantor:		None
Brokers:		CBRE/Whittier Partners and Xxxxxxxx & Grew, Inc.
Parking Spaces:		Four (4) monthly spaces in the garage and ten (10) additional spaces on a month-to-month basis, all as more particularly set forth in the Parking Addendum to the Lease attached hereto.

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THIS LEASE is entered into as of the date hereof between Landlord and Tenant.

ARTICLE 1. LEASE

1.01 Lease. Landlord leases to Tenant and Tenant leases from Landlord the Leased Premises (excluding all Common Areas, and all pipes, ducts, conduits, wires, and appurtenant fixtures located therein serving other parts of the Building) upon all of the terms, covenants and conditions set forth herein.

1.02 Appurtenant Rights. Tenant shall have, as appurtenant to the Leased Premises, rights to use in common (subject to rules and regulations made by Landlord pursuant to Section 4.14): (a) the common lobbies, corridors, stairways, elevators of the Building serving the Leased Premises in common with others; (b) common walkways providing access to the Building; (c) if the Leased Premises include less than the entire rentable area of any floor, the common toilets, corridors and elevator lobby on such floor and serving the Leased Premises; and (d) all other General Common Areas from time to time intended for general use by Tenant, other Building tenants, and Landlord.

ARTICLE 2. TERM; RENT

2.01 Term. The Term of the Lease shall commence at 12:01 A.M. on the date (the “Term Commencement Date”) that is the earlier of (i) the Scheduled Term Commencement Date or (ii) the date on which Tenant occupies all or any portion of the Leased Premises for the conduct of business (which shall not be deemed to have occurred by virtue of its performance of tenant improvement work, the installation of its wiring, furniture, equipment, or personal property, or the testing of computer and other equipment prior to the conduct of business, all pursuant to Exhibit B). The initial Term shall end at 11:59 P.M. on the Term Expiration Date set forth in the Basic Lease Information sheet, unless sooner terminated in accordance with the provisions hereof. Tenant’s obligation to pay Rent and its other obligations under this Lease shall commence upon the Term Commencement Date (except as expressly otherwise provided herein).

2.02 Use. Tenant shall not use the Leased Premises for any use or purpose other than the Permitted Use, except as permitted by Landlord pursuant to Landlord’s written consent.

2.03 Rent. All obligations of Tenant to make payments to Landlord under this Lease shall constitute Rent. Tenant shall pay the Rent at the times and in the manner hereinafter set forth.

During the Term, Tenant shall pay the Gross Rent, consisting of Net Rent and Tenant’s Proportionate Share of Estimated Operating Cost and Estimated Impositions, in twelve (12) equal installments on the first day of each calendar month during each year of the Term and any extensions thereof. Such payments shall be made in lawful money of the United States, in advance without demand, and (except as expressly provided herein) without any reduction, abatement, counterclaim or set off, at the address for Landlord specified on the Basic Lease Information sheet or at such other address as may be designated by Landlord from time to time.

Notwithstanding the foregoing, Gross Rent shall be abated for the first three (3) months immediately following the Term Commencement Date; provided,

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however, that, in the event of an Event of Default, Tenant shall pay to Landlord a fractional portion of the amount of such abated Gross Rent, in the ratio that (x) the number of full or partial months from the date of default through the originally scheduled Term Expiration Date (without regard to extension under Section 9.01 and not to exceed sixty months) bears to (y) sixty (60) months. (Payment of Additional Rent shall commence on the Term Commencement Date.) If such rent abatement period expires on a day that is not the last day of a calendar month, the Gross Rent due for the portion of such month following such expiration of the rent abatement period shall be prorated on a per diem basis and paid on the first day of such month. If the Term terminates on other than the last day of a calendar month, then Gross Rent provided for such partial month shall be equitably prorated on such date of termination.

2.04 Operating Cost.

(a) Except as expressly otherwise provided herein, Operating Cost shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the management, maintenance, preservation or operation of the Building (determined in accordance with generally accepted accounting principles, consistently applied) including, but not limited to the following:

(1) Expenses of the operation, maintenance and security of the Building, including compensation in the form of wages, salaries, and other compensation and benefits (including payroll taxes, federal, state and local unemployment taxes and social security taxes, insurance, welfare and retirement benefits, and related expenses and benefits of all on-site and off-site employees, reasonably pro-rated to reflect services provided for the Building and other building(s)).

(2) Cost for Landlord’s office and management office operation for the Building, including the actual cost (or, if not paid, the imputed fair market rent) of any space occupied by entities providing management or building services for the Building, which shall be reasonably allocated between the Building and any other buildings served by the personnel occupying such space;

(3) All tools, supplies, materials and equipment used in the operation and maintenance of the Building, including rental fees for the same, if such items are not purchased and amortized pursuant to (10) below;

(4) Utilities, including electricity, water, sewer, gas, communication, heating, lighting, air conditioning and ventilating, for the entire Building (subject to the exclusions set forth below for separately reimbursable tenant charges);

(5) All maintenance, janitorial and service agreements and costs for the Building, including, without limitation, alarm service, landscaping, window cleaning, escalator and elevator maintenance, rubbish and snow removal, pest control, equipment maintenance or servicing or maintenance or cleaning for sidewalks, Building exterior, roof and service areas;

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(6) A management fee in connection with the operation of the Building; provided, however, that Tenant’s share of such Operating Cost shall be separately calculated and equal three percent (3%) of all Rent under this Lease, excluding such fee, and that such share shall be in lieu of Tenant’s Proportionate Share of the management fee for the entire Building;

(7) Legal and accounting services for the Building, including the costs of audits by certified public accountants, but excluding legal costs incurred in proceedings against any specific tenant or in connection with the development, financing, and leasing of the Building;

(8) All insurance premiums and costs applicable to the Building and Landlord’s personal property used in connection therewith, including but not limited to, the premiums and cost of fire, casualty and liability coverage and rental abatement and business interruption insurance and unreimbursable costs incurred by Landlord that are subject to an insurance deductible;

(9) Repairs, replacements and general maintenance (except for repairs covered by insurance or reimbursable by Tenant or other third parties, and alterations attributable solely to tenants of the Building other than Tenant);

(10) Amortization (together with reasonable actual or imputed financing charges) of capital improvements made to the Building that (i) are reasonably designed to improve the quality or operating efficiency of the Building (by an amount reasonably projected by Landlord to equal or exceed the amortized costs of such improvements with respect to capital expenditures for operating efficiency), (ii) may be required by governmental authorities (other than a failure of the Building to comply with any law in effect and interpreted to apply to the Property as of the date hereof) or any insurer of the Building, or (iii) constitute equipment of a capital nature contemplated in (3) above (such as, for example, snow blowers, vacuums and sweepers), which in Landlord’s reasonable judgment, is ultimately less costly to purchase then to rent.

(b) Notwithstanding any other provision herein to the contrary, in the event that the Building is not fully occupied during any year of the Term, an adjustment shall be made in computing Operating Cost for such year so that Operating Cost shall be computed as though the Building had been fully occupied during such year; provided, however, that in no event shall Landlord collect in total, from Tenant and all other tenants of the Building, an amount greater than one hundred percent (100%) of any item of the actual Operating Cost during any year of the Term.

(c) Notwithstanding the foregoing, Operating Cost shall not include (i) costs associated with the operation of the parking garage forming part of the Building (including the elevators serving the garage), or with the development, financing, or leasing (including the procurement of tenants) of the Building (including, without limitation, attorneys’ fees in connection therewith); (ii) costs for tenant electricity (of the type specified in Section 3.01(b)) or for extra services (of the type specified in Section 3.02) that are separately billable to and payable by other tenants leasing space in the

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Office Section of the Building, or those costs and expenses which are properly attributable to or separately payable by the tenants in the Commercial Section of the Building; (iii) that portion of the costs and expenses relating to the loading dock facilities and the General Common Areas which is paid by the tenants in the Commercial Section of the Building; (iv) compensation paid to any executives or principals of Landlord above the grade of senior property manager, except that such costs shall be included in Operating Cost to the extent such person actually performs services that are attributable to actual Building operations or that would have been performed by an outside consultant and included in Operating Cost hereunder; (v) taxes (other than Impositions) imposed on Landlord; (vi) depreciation; (vii) any rent paid on any ground or underlying lease of the Land; (viii) debt service payments, other costs of financing or refinancing of any Mortgage, or costs incurred in connection with any other financing, sale, or syndication of the Building or any interest therein; (ix) advertising costs, brokerage commissions, attorneys’ fees, and other expenses incurred in negotiating leases (or assignments, subleases or amendments thereof) with tenants of the Building or preparing such tenants’ spaces for occupancy; (x) costs of capital items, except as expressly included above in clause (10) in Operating Cost; (xi) costs for which Landlord is reimbursed under insurance policies or otherwise by third parties (including other tenants for separately reimbursable charges, such as overtime HVAC or special services); (xii) the incremental additional costs of any work or service performed for any other tenant to a materially greater extent or in a materially more favorable manner than that furnished to Tenant; (xiii) damages, penalties, fines, or interest which Landlord is obligated to pay by reason of failure by Landlord to comply with applicable law or its lease obligations; (xiv) charitable, civic and political contributions or similar donations, and (xv) costs of services provided to other tenants and not to Tenant.

2.05 Impositions. Impositions shall mean all real estate or personal property taxes, possessory interest taxes, or similar charges, business or license taxes or fees, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, assessments, levies, fees or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind (including fees “in-lieu” of any such tax or assessment) which are assessed, levied, charged, or imposed by any public authority upon the Land, the Building, its operations or the Rent (or any portion or component thereof) including, in the year paid, all fees and costs incurred by Landlord in seeking to obtain an abatement or reduction of, or a limit on any increase, in any taxes, regardless of whether any abatement, reduction or limitation is obtained, but excluding (i) inheritance, estate, franchise, capital stock, or gift taxes imposed upon or assessed against the Building, or any part thereof or interest therein, (ii) taxes computed upon the basis of the net income derived from the Building by Landlord or the owner of any interest therein, and (iii) that portion of the items enumerated in this Section which is properly attributable to or separately payable by the tenants in the Commercial Section of the Building. Landlord shall refund or credit to Tenant its Proportionate Share of any abatement actually received by Landlord (net of fees and costs not previously included in Tenant’s share of Impositions) for Impositions for any year included in the Term for which Tenant previously paid such Impositions, provided that Tenant is not in default under the Lease continuing beyond any applicable notice and cure period. “Impositions” shall not include any of the enumerated items payable with respect to the parking garage forming part of the Building (including the elevators serving such garage) or any penalties, fines, or interest which

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Landlord is obligated to pay by reason of failure by Landlord to timely pay Impositions (except to the extent attributable to Tenant’s failure to comply with its obligations hereunder).

2.06 Computation Of Operating Cost and Impositions Adjustment. Landlord shall from time to time give Tenant written notice of the applicable Estimated Operating Cost and Estimated Impositions and any adjustments thereto. Landlord shall, after the end of each calendar year of the Term, give written notice to Tenant containing or accompanied by a statement of the Operating Cost and Impositions during such calendar year, and also accompanied by a computation of the Operating Cost Adjustment and the Impositions Adjustment, if any. Landlord shall use reasonable efforts to provide such statement within 120 days after the end of each calendar year for which an adjustment is due, but Landlord’s failure to give such statement within such period shall not release either party from the obligation to make the adjustment provided for in Section 2.07. Such statement shall be deemed accepted if not disputed, within six months after Tenant’s receipt thereof, by written notice to Landlord stating the items that Tenant disputes. If Tenant so requests and is not in default under the Lease continuing beyond any applicable notice and cure period, Landlord shall (a) provide a copy of its audited statement for the calendar year just ended (or, if not audited, the statement shall be certified by an officer or representative of Landlord) and (b) provide or permit Tenant to review reasonable backup information concerning specific line items in such annual statement that Tenant in good faith disputes, which request may be made within ninety days after receipt of the year-end statement and not more than once annually; provided that as a condition thereof Landlord may require Tenant to enter into a confidentiality agreement with respect to any such information. Tenant agrees that it shall not engage any person or entity on a contingency fee basis in connection with any such review.

2.07 Adjustment For Variation Between Estimated And Actual. If the Operating Cost and/or the Impositions for any calendar year exceed the Estimated Operating Cost and/or the Estimated Impositions, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess within thirty (30) days after presentation of Landlord’s statement pursuant to Section 2.06. If the Operating Cost and/or Impositions for any calendar year is less than the Estimated Operating Cost and/or the Estimated Impositions, then Landlord shall pay to Tenant Tenant’s Proportionate Share of such difference within thirty (30) days after the Operating Cost Adjustment and/or the Impositions Adjustment is finally determined. Should the Term commence or terminate at any time other than the first day of a calendar year, Tenant’s Proportionate Share of the Operating Cost Adjustment and/or Impositions Adjustment shall be prorated for the exact number of calendar days for which Tenant is obligated to pay Gross Rent, and in the case of any termination, the provisions of this Section 2.07 shall survive such termination.

ARTICLE 3. LANDLORD’S COVENANTS

3.01 Basic Services.

(a) Landlord shall furnish or cause to be furnished the following Basic Services to Tenant during Business Hours (unless otherwise stated herein) during Tenant’s occupancy of the Leased Premises:

(i) Hot and cold water used at all times by the building standard cooling, drinking and sanitation systems, and for maintenance and janitorial services.

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(ii) Central heat and air conditioning in season, at such temperatures and in such amounts as are from time to time furnished to tenants in comparable buildings in downtown Boston, or as may be permitted or controlled by applicable laws, ordinances, rules and regulations.

(iii) Maintenance, repairs, structural and exterior maintenance (including exterior glass and glazing) as set forth in Section 3.06, painting and electric lighting service for all Common Areas, Building Common Areas and General Common Areas in the manner and to the extent customarily provided by landlords in comparable buildings in downtown Boston.

(iv) Janitorial service after Business Hours on Business Days in accordance with the cleaning specifications attached as Exhibit E (or such other specifications as Landlord may from time to time adopt that are consistent with prevailing standards for comparable buildings in downtown Boston).

(v) Electricity at all times for (1) building standard light fixtures, (2) desktop personal computers, typewriters, telephones, fax machines, printers, copying machines, and other equipment of similar low electrical consumption in the Leased Premises, and (3) building standard air handling units and related HVAC equipment for the floor on which the Leased Premises are located (it being agreed that Tenant’s consumption for the items under clause (2) shall not exceed two (2) xxxxx per square foot of Usable Area per month at 120 volts).

(vi) Initial lamps, bulbs, starters and ballasts for building standard fixtures used within the Leased Premises.

(vii) A system of access control for the Building during hours when the Building is not generally open to the public and during such other hours as Landlord may from time to time designate. During such hours, Landlord will employ a system of monitoring and limiting access to the office floors in the Building based on reasonable systems of identification. Landlord may, from time to time throughout the Term, substitute reasonable equivalents for any of the foregoing specific components of the access control system. Access to the Leased Premises shall be available on a 24-hours-a-day, seven-days-a-week basis, subject to temporary interruptions for annual power testing (as to which Landlord shall use reasonable efforts to advise building tenants in advance in a manner consistent with the operation of comparable buildings in downtown Boston) and emergencies and the terms and conditions of the Lease.

(viii)  Public elevator service serving the floors on which the Leased Premises are situated, including a freight elevator. (At least one passenger elevator shall be available after regular Business Hours, subject to clause (vii) above.)

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(b) Tenant shall pay to Landlord, as Additional Rent, the cost of electricity provided under Section 3.01(a)(v). Such charges shall be based on the usage shown on the check meter installed for the floor on which the Leased Premises are located, with the cost equitably apportioned among tenants on the floor. Landlord shall make periodic meter readings and make appropriate adjustments among the tenants on the floor based on the actual amount of electricity consumed and then applicable utility company rates. If Tenant’s electricity usage exceeds the standard level set forth in Section 3.01(a)(v), charges for such additional usage shall be payable under Section 3.02.

(c) To the maximum extent permitted by law, Landlord shall not be liable for injuries to persons or damage to property, nor shall Landlord be deemed to have evicted Tenant, nor shall there be any abatement of Rent, nor shall Tenant be relieved from performance of any covenant on its part to be performed hereunder or have any right to terminate the Lease by reason of any (i) deficiency in the provision of Landlord services under this Article 3, (ii) breakdown of equipment or machinery utilized in supplying services, or (iii) curtailment or cessation of services or any other failure by Landlord to perform any obligation under the Lease, except as expressly provided in this Lease. Landlord shall use reasonable diligence to make such repairs as may be required to machinery or equipment within the Building to provide restoration of services and, where the cessation or interruption of service has occurred due to circumstances or conditions beyond Building boundaries, to cause the same to be restored, by diligent application or request to the provider thereof. In no event shall any mortgagee referred to in Section 4.11 be or become liable for any default of Landlord under this Section 3.01(c).

Notwithstanding the foregoing, in the case of fire or other casualty, Tenant shall have the abatement and termination rights set forth in Section 5.07. With respect to matters not covered by Section 5.07, if Tenant is prevented, on account of Landlord’s failure to perform any of its service obligations under this Lease where the failure is caused by matters within Landlord’s reasonable control, from using all or a substantial portion (meaning at least twenty five percent) of the Leased Premises for more than five (5) Business Days following notice to Landlord, then from and after the end of such five-(5)-Business-Day period until the Leased Premises (or such portion) is rendered usable, Net Rent and other charges allocable to the Leased Premises, or a just and proportionate part thereof, shall be abated until such time as the service is restored. If such failure renders the Leased Premises untenantable for more than five (5) months following notice to Landlord (and any mortgagee of which Landlord has given Tenant notice), then Tenant may, by thirty (30) days’ prior notice to Landlord (and such mortgagee), terminate this Lease; provided, however, that such termination shall be effective only if the Leased Premises are not made tenantable within such thirty-day period.

3.02 Extra Services. Landlord shall provide to Tenant at Tenant’s sole cost and expense at standard Building charges in effect from time to time (and subject to the limitations hereinafter set forth) the following:

(a) Heating, ventilation, air conditioning or extra service (i) during hours other than Business Hours, and (ii) on days other than Business Days, said heating,

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ventilation and air conditioning or extra service to be furnished solely upon the prior written request of Tenant given with such advance notice as Landlord may reasonably require;

(b) Additional air conditioning and ventilating capacity or chilled and/or condenser water required by reason of any electrical, data processing or other equipment or facilities or services required to support the same, to the extent in excess of that which would be required for Building Standard Improvements;

(c) Repair and maintenance which is the obligation of Tenant hereunder, if so requested by Tenant;

(d) Additional cleaning and janitorial services to the extent the quality, quantity or use of Tenant Improvements are not consistent with Building Standard Improvements and require materially more service;

(e) Additional electricity above the standards specified in the parenthetical in Section 3.01(a)(v), in which case Tenant shall pay to Landlord, as Additional Rent, the costs of such additional electricity usage (at then applicable utility company rates) based either on a separate meter or meters measuring such electrical consumption or on a reasonable determination by Landlord’s engineer as to the level of electrical consumption in the Leased Premises, which determination shall be conclusive and binding on the parties. Tenant shall be responsible for the costs of installing such meters and all electrical equipment reasonably required for such additional electricity usage. All work necessary for such installation shall be done in accordance with the requirements of Section 4.02 (regarding Tenant Improvements).

(f) Maintenance and replacement of initial lamps, bulbs, starters and ballasts;

(g) Any Basic Service in amounts reasonably determined by Landlord to exceed the amounts required to be provided under Section 3.01(a).

The cost chargeable to Tenant for all extra services shall constitute Additional Rent. Building standard charges are designed to recover, from Tenant and other tenants using such services, the costs reasonably estimated by Landlord to provide such services. If the same extra service is provided to Tenant and other tenants (such as regularly scheduled, above-standard cleaning services), Tenant’s share shall equal the total cost thereof multiplied by the quotient of the Net Rentable Area of the Leased Premises over the total Net Rentable Areas of all areas to which such extra service is provided. Landlord may include the estimated monthly amount of any regularly provided extra service in the Estimated Operating Cost for the Leased Premises, subject to adjustment under Section 2.06 and 2.07. Unless otherwise provided herein, all payments of Additional Rent shall be due with the payment of Gross Rent next due at least thirty (30) days after billing.

3.03 Window Covering. Building standard window coverings have previously been installed in the Leased Premises. Tenant shall not place or maintain any window covering, blinds or drapes (other than those supplied by Landlord) on any exterior window without Landlord’s prior written approval which Landlord shall have the right to grant or withhold in its absolute and sole discretion. Tenant shall comply with Landlord’s Building-standard requirements for lighting all portions of the

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Leased Premises that are visible from the exterior. Tenant acknowledges that breach of this Section 3.03 will directly and adversely affect the exterior appearance of the Building.

3.04 Graphics And Signage. Landlord shall install, at Landlord’s expense, the initial listing for Tenant in the Building directory in the ground floor lobby and the initial Building standard directional signage for Tenant in the elevator lobby on any multi-tenant floor on which the Leased Premises are located; thereafter, any changes to such signage (not to exceed two additional listings, which may be used for assignees or subtenants of Tenant at the Leased Premises) shall be at Tenant’s expense. Tenant shall install, at Tenant’s expense, identification of Tenant’s name and suite numerals at the main door (or its adjacent window panel) at the entrance to the Leased Premises, with the size, materials, colors, and graphics approved in advance by Landlord, such approval not to be unreasonably withheld or delayed. Any other signs, notices and graphics of every kind or character, located on such entrance door (or adjacent window panel) shall be subject to Landlord’s prior written approval, which Landlord shall not unreasonably withhold or delay. Except as set forth above, Tenant shall not be permitted to maintain any signage in the public corridors, the Common Areas, the Building Common Areas, or the General Common Areas, on the exterior of the Leased Premises, or in a location otherwise visible from the exterior of the Leased Premises.

3.05 Initial Tenant Improvements. In connection with Tenant’s performance of the Tenant’s Initial Construction (as defined in Exhibit B), Landlord at its expense shall demolish the existing tenant improvements in the Leased Premises (“Demolition Work”). Landlord may, at its election, cause the Demolition Work to be performed by the contractor engaged by Tenant, pursuant to a separate contract with Landlord. Landlord shall complete the Demolition Work on or before the date ten (10) days after the execution and delivery of the Lease. If such work is not sufficiently completed by such date to permit the commencement of Tenant’s Initial Construction without interference (and such delay is not due to an act or request by Tenant and Tenant is otherwise ready to commence its work), then the Scheduled Term Commencement Date shall be delayed by one day for each day of delay in such completion of the Demolition Work.

Landlord at its expense shall also construct the common area corridors on the floor in building standard condition (the “Corridor Work”) and construct a new demising wall separating such corridor from the initial Leased Premises (studs and corridor-side sheetrock only to the point of turnover to Tenant for the commencement of Tenant’s Initial Construction) (the “Demising Wall Work”). The parties will reasonably cooperate with each other to coordinate the Corridor Work (such that such work is substantially completed by the date Tenant’s Initial Construction is substantially completed) and the Demising Wall Work by Landlord with Tenant’s Initial Construction. Notwithstanding the foregoing, Landlord may, at its election, cause the Corridor Work and/or the Demising Wall Work to be performed by the contractor engaged by Tenant, pursuant to a separate contract with Landlord, in which event such work shall be performed concurrently with Tenant’s Initial Construction. If Landlord’s contractor is performing the Demising Wall Work, Landlord shall substantially complete the Demising Wall Work on or before the date ten (10) days after the execution and delivery of the Lease. If the Demising Wall Work is performed by Landlord’s contractor and is not sufficiently completed on or before such date to permit the commencement of Tenant’s Initial Construction without interference (and such delay is not due to an act or request by Tenant and Tenant is otherwise ready to commence its work),

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then the Scheduled Term Commencement Date shall be delayed by one day for each day of delay in such completion of such work. All other preparation work in the initial Leased Premises shall be performed in accordance with Exhibit B.

3.06 Repair Obligation. Subject to the terms and conditions of this Lease, Landlord shall maintain in good operating repair (which may be effected by Landlord’s replacement of worn-out items) and condition, reasonable wear and tear excepted (so long as such elements continue to operate) and damage by fire or casualty excepted, (i) the structural portions of the Building, (ii) the exterior wall of the Building, including glass and glazing, (iii) the roof, (iv) mechanical, electrical, plumbing and life safety systems, serving to the perimeter of the Leased Premises, and (v) Common Areas, Building Common Areas and General Common Areas. Upon not less than five (5) Business Days’ prior notice to Tenant (except in the case of an emergency), Landlord shall have the right, but not the obligation, to undertake maintenance or repair work which Tenant is required to perform pursuant to Section 4.04 and which Tenant fails or refuses to perform in a timely and efficient manner; and all reasonable costs incurred by Landlord in performing any such repair for the account of Tenant shall be repaid by Tenant to Landlord upon demand, together with an amount equal to ten percent (10%) of such costs, to reimburse Landlord for its administration and managerial effort.

3.07 Quiet Enjoyment. So long as Tenant pays the Rent and performs all of Tenant’s covenants and agreements contained in this Lease within applicable notice and cure periods, Tenant shall peacefully have, hold and enjoy the Leased Premises, subject to the terms of this Lease and other matters to which this Lease is or may (pursuant to Section 4.11) become subject and subordinate, including without limitation (i) that certain Amended and Restated Sale and Construction Agreement by and among the City of Boston, the Boston Redevelopment Authority, New England Mutual Life Insurance Company and Xxxxxx X. Xxxxx Interests, Inc., dated April 15, 1986, recorded with the Suffolk Registry of Deeds in Book 12515, Page 78, the covenants therein relating to the land being incorporated by reference herein, as required pursuant to the terms of Section 1304 thereof, and (ii) that certain Construction, Operation and Reciprocal Easement Agreement (“REA”) by and between Landlord and New England Mutual Life Insurance Company, dated May 29, 1986, recorded with the Suffolk Registry of Deeds in Book 2524, Page 236 and as amended on April 13, 1989, each as hereafter amended from time to time. This covenant is in lieu of any other so-called covenant of quiet enjoyment, either express or implied. This covenant and the other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors and assigns only with respect to breaches occurring during its and their respective ownerships of Landlord’s interest hereunder.

ARTICLE 4. TENANT’S COVENANTS

4.01 Obligations Of Tenant To Furnish Floor Plans. Pursuant to Exhibit B, Tenant shall deliver to Landlord for its approval the plans and specifications for Tenant’s initial improvements to the initial Leased Premises.

4.02 Construction Of Tenant Improvements. Each of Landlord and Tenant shall comply with the obligations set forth in Exhibit B with respect to all Tenant Improvements to be installed and constructed by such party.

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4.03 Taxes On Personal Property. In addition to, and wholly apart from its obligation to pay Tenant’s Proportionate Share of Operating Costs and Impositions, Tenant shall be responsible for and shall pay, prior to delinquency, taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its personal property, or the value of its Tenant Improvements, or its interests pursuant to this Lease. To the extent that any such taxes are not separately assessed and billed to Tenant and were billed to Landlord, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord together with reasonable documentation evidencing such charges.

4.04 Repairs By Tenant. Tenant shall maintain and repair the Leased Premises, keep the same in such good order, repair and condition as the same are in on the Term Commencement Date or thereafter may be put in compliance with the Lease and, upon expiration of the Term, surrender the same to Landlord in the condition required under Section 4.07, reasonable wear and tear, damage by fire or other casualty, loss from condemnation, and maintenance and repairs that are Landlord’s obligation excepted. Tenant’s obligation shall include, without limitation, the obligation within the Leased Premises to maintain and repair all walls (except the exterior surface or structural portion of the Building or any building systems), floors, ceilings, windows (except for windows located on the exterior of the Building), doors and fixtures and to repair all damage caused by Tenant or its Invitees to the Leased Premises or anywhere in the Building. At the request of Tenant, Landlord shall perform the maintenance and repair work required under this Section 4.04 at Tenant’s sole cost and expense and as an extra service to be rendered pursuant to Section 3.02. Any work of repair and maintenance performed by or for the account of Tenant by persons other than Landlord shall be performed by contractors approved by Landlord in accordance with Section 4.07 and in accordance with procedures that Landlord shall from time to time establish. Nothing herein contained, however, shall be deemed to impose upon Tenant the obligation to perform maintenance and repair work required by reason of the negligence or wrongful acts of Landlord or its agents or employees.

4.05 Waste. Tenant shall not commit or allow any waste or damage (except as set forth in Section 5.07) to be committed in any portion of the Lease Premises.

4.06 Assignment Or Sublease.

(a) In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity which controls, is controlled by or is under common control with Tenant, or an entity into or with which Tenant is merged or consolidated or to which substantially all of Tenant’s assets are transferred (hereinafter, “Affiliate”), then Tenant shall give Landlord written notice of such intent. As used herein, “control” shall mean ownership of more than 50% of the shares or beneficial interests of the entity in question, together with the power to control and manage the affairs thereof either directly or by election of directors and/or officers. Landlord’s consent shall not be required for a sublease to an Affiliate, provided that Tenant shall provide Landlord with reasonable evidence of such transaction and the sublease otherwise complies with this Lease. Landlord shall approve an assignment to an Affiliate, provided that the Affiliate is of sound financial condition (taking into account the remaining obligations under the Lease), as reasonably determined by Landlord.

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(b) Tenant shall have the right to seek an assignment (or a subletting of more than 3,000 square feet of Net Rentable Area of the Leased Premises) to a person or entity other than an Affiliate, only upon the expiration of one (1) year from the Term Commencement Date. In the event Tenant intends to assign this Lease or sublet the Leased Premises or any part thereof to a person or entity other than an Affiliate, the Tenant shall give Landlord written notice of such intent. Tenant shall provide Landlord with (i) the name of the proposed assignee or subtenant, (ii) such information as to the financial responsibility and standing of such assignee or subtenant as Landlord shall reasonably require, (iii) the proposed transfer instrument or, if such an instrument has not then been negotiated, a summary of the material terms and conditions upon which the proposed assignment or subletting is to be made (including economic terms as negotiated in a letter of intent or, if not then negotiated, as proposed by Tenant), and (iv) any additional information or documents reasonably requested by Landlord within five (5) Business Days after receipt of Tenant’s initial submission (in which event Tenant shall provide such additional information or documents to Landlord within ten (10) Business Days). Tenant shall not assign this Lease, nor sublet the Leased Premises or any portion thereof to any person or entity who is then a tenant in the Project (unless Landlord, after Tenant’s request, acknowledges that no suitable space is available therein); any party with whom Landlord or any affiliate of Landlord is then negotiating with respect to space in the Project for a term reasonably comparable to the term proposed by Tenant (as evidenced by Landlord’s showing space to said parry and by exchanging proposals with said party; Landlord shall designate, within seven (7) days after Tenant’s request specifying the term proposed by Tenant, the parties then meeting such parameters, provided that, if so requested by Landlord, Tenant shall maintain the confidentiality of any such non-public information); or any entity owned by, owning, or affiliated with, directly or indirectly, any tenant or other party as set forth in this sentence.

(c) Landlord shall, by the date five (5) Business Days following the receipt of the additional information or documents required under (b)(iv) above (or, if later, by the date fifteen (15) days after the initial submission of the other information required under (b) above) within which to notify Tenant in writing whether Landlord elects to terminate this Lease as to the space in the Leased Premises so affected as of the date specified by Tenant for the remainder of the Term, and if Landlord makes such election, Tenant will be relieved of all further obligations hereunder as to such space from and after such date for the remainder of the Term and (if the termination applies only to a portion of the Leased Premises) Landlord shall at its expense construct the demising wall and corridor modifications necessary to effect such termination. If Landlord should fail to notify Tenant in writing of such election to terminate within said period, Landlord shall be deemed to have elected not to terminate. If Landlord does not so terminate, then by the date fifteen (15) days following receipt of the exact copy of the proposed transfer instrument (or, if later, by the date five (5) Business Days after receipt of the information required under (b) above), Landlord shall grant or deny consent for Tenant to assign this Lease or sublet such space, such consent not to be unreasonably withheld or conditioned so long as (w) the proposed transfer instrument complies with this Lease (Landlord’s approval of which shall not be unreasonably withheld if the same complies with this Lease), (x) the use of the Leased Premises by such proposed assignee or sublessee would be a

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Permitted Use, (y) the character and business reputation of the proposed assignee or sublessee is consistent with the character of the Building as a first-class office building, and (z) the proposed assignee or sublessee is of sound financial condition as reasonably determined by Landlord (which determination shall take into account the continuing liability of Tenant hereunder and the remaining obligations under the Lease). Any denial by Landlord of such consent shall be in writing and specify the reasons for denial. In no event shall a failure by Landlord to approve a proposed subtenant or assignee cause a termination of this Lease. If Landlord terminates this Lease as to a portion of the Leased Premises as provided above, upon request of either party Landlord and Tenant shall enter into a modification of this Lease that reflects such termination as to the space and term in question.

(d) Any rent or other consideration realized by Tenant in connection with any such sublease or assignment in excess of the Rent payable hereunder, after deduction of the reasonable cost of Tenant Improvements installed solely for sublease purposes for which Tenant has paid and reasonable legal fees, commissions and other reasonable subletting and assignment costs, shall be paid as follows: fifty percent (50%) of the excess shall be retained by Tenant and fifty percent (50%) of the excess shall be paid to Landlord.

(e) In any subletting undertaken by Tenant, Tenant shall obtain not less than Fair Market Net Rent for the space so sublet, taking into account all relevant factors, including without limitation the term of the proposed sublease, the presence or absence of a tenant improvement allowance, and the fact that the proposed transaction is a sublease; provided that this provision shall not apply to any sublease for less than two years or less than 3,000 square feet of Net Rentable Area. In any assignment of this Lease, Tenant shall obtain from the assignee consideration reflecting a value of not less than Fair Market Net Rent for the space subject to such assignment, taking into account all relevant factors, including without limitation the term remaining in the Lease after the effective date of the proposed assignment.

(f) In the case of each assignment or sublease: (i) Tenant and the assignee or subtenant, as the case may be, shall execute an assignment or sublease which shall include terms that do not materially differ from those theretofore disclosed to Landlord; (ii) within three (3) Business Days after the execution thereof, an executed copy of the assignment or sublease shall be delivered to Landlord; (iii) the terms and provisions of any such assignment or sublease shall specifically prohibit the assignment of the interest of the sublessee or assignee, or the sub-subletting of all or any portion of the Leased Premises covered by the sublease without the prior written consent of the Landlord, which consent may be withheld in Landlord’s absolute discretion, unless otherwise expressly agreed by Landlord at the time of such consent; (iv) no assignment or subletting shall affect the continuing primary liability of Tenant (which, following assignment or sublease, shall be joint and several with the assignee or subtenant, as the case may be; however, Landlord shall have no obligation to name any such assignee or sublessee, in connection with enforcing any of Landlord’s right against Tenant hereunder); (v) no consent by Landlord to any of the foregoing in the specific instance shall operate as a waiver in any subsequent instance; (vi) no assignment or subletting shall be permitted to the extent the same causes Tenant to be in default under any Subordination, Non-Disturbance and Attornment

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Agreement to which it is a party; (vii) no assignment or subletting shall permit the assignee, sublessee or any other person or entity having an interest in the possession, use, occupancy or utilization of the Leased Premises, to receive or to pay rental or payment on account of the use, occupancy or utilization of the Leased Premises based in whole or in part on the net income or profits derived by any person or entity from any property leased, used, occupied or utilized (other than an amount based on a fixed percentage or percentages of receipts of sales); and (viii) no assignment shall be binding upon Landlord, unless Tenant shall deliver to Landlord an instrument in recordable form which contains a covenant of assumption by the assignee and in form and in substance reasonably satisfactory to Landlord) running to Landlord and all persons claiming by, through and under Landlord, but the failure or refusal of the assignee to execute such instrument of assumption shall not release or discharge the assignee from its primary liability as Tenant hereunder. If Tenant enters into any sublease or assignment, Landlord may from time to time require that such subtenant or assignee agree directly with Landlord to be liable, jointly and severally with Tenant, solely to the extent of the obligation undertaken by or attributable to such subtenant or assignee, for the performance of Tenant’s agreements under this Lease (including payment of rent and other charges under the sublease or assignment), and every sublease or assignment shall so provide. In the event of a default by Tenant under the Lease, Landlord may collect rent and other charges from the subtenant or assignee and apply the net amount collected to the rent and other charges due under the Lease, but no such collection shall be deemed a waiver of the provisions of Section 4.06, or the acceptance of the subtenant or assignee, as a tenant, or a release of Tenant from its direct and primary liability for the performance of all of Tenant’s obligations under the Lease.

(g) No assignment or subletting by Tenant shall relieve Tenant of any obligation under this Lease. Any assignment or subletting which conflicts with the provisions hereof shall be void.

(h) If Tenant has failed to execute an assignment or sublease within six (6) months following the giving by Tenant of written notice of its intent to effect an assignment or subletting under Section 4.06(b) above), Tenant shall again be obligated to notify Landlord of any intent to assign this Lease or sublet all or any portion of the Leased Premises, and Landlord shall again have the right to approve any proposed assignment or sublease or to terminate this Lease under Section 4.06(c).

4.07 Alterations And Surrender. Tenant shall not make or allow to be made any alterations or physical additions in or to the Leased Premises without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed with respect to proposed alterations and additions which (i) comply with all applicable laws, ordinances, rules and regulations, (ii) are compatible with the Building and its mechanical, electrical, HVAC and life safety systems, and do not excessively burden the capacity of such systems; (iii) will not interfere with the use and occupancy of any other portion of the Building; (iv) will not affect the structural integrity of the Building; and (v) will satisfy the standards and comply with the procedures and requirements required for Tenant Improvements, as set forth in Exhibit B. (Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord’s prior approval of plans for cosmetic alterations or standard equipment installations in the Leased Premises (such as painting, carpeting, or installations of built-in workstations,

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furniture, cabinets, or decorations), provided that such alterations (i) comply with the preceding sentence and do not include or affect any mechanical, electrical, or plumbing work or life safety or other Building systems or any structural elements of the Building, (ii) the cost of such alterations does not exceed $25,000 in the aggregate and (iii) such alterations shall otherwise be performed by Tenant, with reasonable prior notice to Landlord, in accordance with the terms and provisions of this Lease including, without limitation, this Section 4.07.) Specifically, but without limiting the generality of the foregoing, Landlord’s right of consent shall encompass plans and specifications for proposed alterations or additions, construction means and methods, the identity of any contractor or subcontractor to be employed on the work of alterations or additions, and the time for performance of such work. Tenant shall supply to Landlord any documents and information reasonably requested by Landlord in connection with its consent hereunder. (Any comments or disapproval by Landlord shall provide reasonable detail as to the objection.) Landlord’s approval of the plans, specifications and working drawings for Tenant’s alterations shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules and regulations of governmental agencies or authorities. All alterations and additions permitted hereunder shall be made and performed by Tenant without cost or expense to Landlord. Tenant shall take such steps as Landlord or its mortgagee may deem reasonably necessary to avoid the filing, perfection or enforcement of any lien for labor or materials against the Land or the Building by reason of work performed by or on behalf of Tenant.

All Tenant Improvements under Section 3.05, and all alterations, physical additions or improvements made to the Leased Premises by Tenant under this Section 4.07, shall become the property of Landlord upon the termination of this Lease and shall be surrendered to Landlord upon the termination of this Lease by lapse of time or otherwise; provided, however, that this clause shall not apply to business equipment, fixtures, or related installations or any other moveable equipment, furniture or personal property, and shall not apply to any Tenant Improvements, alterations, additions or improvements specified by Tenant to Landlord and approved by Landlord in writing prior to their installation or to any special installations, plumbing, fixtures or other additions or improvements that would require unusual expense to re-adapt the Leased Premises for general office purposes and are so specified by Landlord for removal (which items Landlord, if so requested by Tenant, shall specify at the time of Landlord’s approval of the construction documents for such work), all of which shall be removed by Tenant, at Tenant’s expense, prior to the expiration of the Term (or, if the parties so agree in lieu of such removal, Tenant shall pay to Landlord an amount equal to the estimated cost of removing such items). Landlord specifically reserves the right to require Tenant to remove at the end of the Term any private bath and shower facilities in the Leased Premises and, at Tenant’s request at the time of approval of the plans therefor, shall indicate which elements of such improvements are to be removed. Tenant shall be responsible for leaving the Leased Premises clean and tenantable (and the obligations of Tenant provided for in this paragraph shall survive any expiration or termination of this Lease). Title to all alterations, physical additions or improvements and Tenant Improvements not removed by Tenant pursuant to this paragraph on or prior to the termination of the Term shall automatically be conveyed and transferred by Tenant to Landlord upon such expiration or termination, and shall be deemed abandoned by Tenant and shall thereupon become the property of Landlord. Tenant shall execute such documentation confirming and ratifying such conveyance and transfer as Landlord shall reasonably require. Tenant shall repair at its sole cost and expense all

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damage caused to the Leased Premises or the Building by removal of Tenant’s moveable equipment, or graphics, or furniture and such other alterations and additions as Tenant shall be allowed or required to remove from the Leased Premises by Landlord.

4.08 Compliance With Laws And Insurance Standards. Tenant shall not occupy for use, or permit any portion of the Leased Premises to be occupied or used, for any business or purpose which is disreputable or creates a fire hazard, or permit anything to be done which would in any way increase the rate of insurance coverage on the Building and/or its contents. If Tenant does or permits anything to be done which shall increase the cost of any insurance policy required to be carried hereunder, then Tenant shall reimburse Landlord, within thirty (30) days after receipt of an invoice, for any such additional premiums. Landlord shall deliver to Tenant a written statement setting forth the amount of any such insurance cost increase and showing in reasonable detail the manner in which it has been computed and determined chargeable to Tenant. Tenant shall comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) now in force or which may hereafter be in force related to the use, condition or occupancy of the Leased Premises (excluding any matters that are part of Landlord’s maintenance or repair obligations hereunder) or the conduct of Tenant’s business therein, including but not limited to, any requirements concerning hiring of employees and provisions for the disabled, and Tenant shall keep the Leased Premises equipped with all safety appliances required by any law or ordinance or other regulation of any public authority because of any use made by Tenant of the Leased Premises, and shall procure all licenses and permits so required because of such use, and, if required by Landlord, do any work so required because of such use, it being understood that the foregoing provisions shall not be construed to broaden in any way the Permitted Use. Nothing done by Tenant in its use or occupancy of the Leased Premises shall create, require or cause imposition of any requirement by any public authority for structural or other upgrading of or improvement to the Building. Tenant shall not allow to be brought into the Leased Premises or the Building any biologically or chemically active or other hazardous substances or materials, except for ordinary office and cleaning supplies used in the ordinary course of Tenant’s business and use of the Leased Premises in compliance with the Lease and applicable law. If a lender or governmental agency shall require monitoring or testing to ascertain whether there has been a release of such materials or substances, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord if the requirement is based upon the reasonable belief that the release was caused by Tenant or any person acting under or through Tenant.

4.09 Entry For Repairs And Leasing. After reasonable notice (but not more than two days’ notice, except in emergencies when no such notice shall be required), Landlord, its agents and representatives, shall have the right to enter the Leased Premises to inspect the same, to exercise such rights as may be permitted hereunder, to make repairs or alterations to the Building or other tenant spaces therein, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord’s interest in the Building, or to exhibit the Leased Premises to prospective tenants (during the last twelve (12) months of the Term), purchasers, encumbrancers or others, or for any other purpose as Landlord may deem reasonably necessary or desirable; provided, however, that Landlord shall exercise all such entry rights in a manner consistent with comparable buildings in downtown Boston and use reasonable efforts not to

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unreasonably interfere with Tenant’s business operations. Except as set forth in Section 3.01(d), Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry.

4.10 No Nuisance. Tenant shall conduct its business and control its agents, employees, invitees and visitors in such manner as not to create any nuisance, or interfere with, annoy or disturb any other tenant or Landlord in its operation of the Building.

4.11 Subordination. Landlord represents that there is currently no Mortgage (or ground lease) on the Building or the Land. This Lease and the rights of Tenant hereunder shall be subject and subordinate to the lien of any Mortgage hereafter placed on the Building or the Land, and to any and all advances made thereunder, interest thereon or costs incurred in connection therewith. Without the consent of Tenant, the holder of any such Mortgage shall have the right to elect to be subject and subordinate to this Lease, such subordination to be effective upon such terms and conditions as such holder may direct which are not inconsistent with the provisions hereof. Notwithstanding any foreclosure or sale under any such Mortgage (or deed in lieu thereof), this Lease (pursuant to a subordination, non-disturbance and attornment agreement as provided below or otherwise at the option of the holder of the Mortgage, the purchaser at a foreclosure sale or grantee of deed in lieu of foreclosure) shall remain in full force and effect and Tenant shall attorn to the holder or the purchaser at any such sale or foreclosure or the grantee of any such deed. So long as there is no Event of Default, Tenant’s agreement to subordinate the Lease to a future Mortgage as set forth above shall be conditioned on Landlord causing the holder of such Mortgage to execute and deliver a subordination, non-disturbance and attornment agreement on such mortgagee’s customary form, which shall provide that, so long as this Lease is in full force and effect and there exists no Event of Default hereunder, Tenant’s rights under this Lease shall not be disturbed by reason of such subordination or by reason of foreclosure of such Mortgage, or exercise of the statutory power of sale, or receipt of deed in lieu of foreclosure. Upon any attornment as set forth above, this Lease shall continue in full force and effect as a direct lease between such mortgagee, purchaser or grantee, as a successor landlord, and Tenant, upon all the terms, conditions and covenants set forth herein, except that such mortgagee, purchaser or grantee (unless formerly the Landlord under this Lease) shall not be (a) bound by any payment of Rent for more than one month in advance; (b) bound by any amendment or modification of this Lease made without the consent of the holder of the Mortgage; (c) liable in any way to Tenant for any prior act or omission, neglect or default on the part of Landlord under this Lease, (d) obligated to perform any work or improvements to be done by Landlord in the Leased Premises; or (e) subject to any counterclaim or set off which theretofore accrued to Tenant against Landlord. Tenant further agrees that this Lease shall be subject and subordinate to any amendment hereafter made to the recorded instruments referenced in Section 3.07, and to any other instrument by which Landlord may subject the Building and the Land to easements in connection with the development, redevelopment, alteration, improvement, operation, maintenance or repair thereof, provided the same do not interfere (in a manner inconsistent with the operation of comparable buildings in downtown Boston) with Tenant’s use of the Leased Premises for the Permitted Uses or unreasonably interfere with Tenant’s rights and benefits expressly set forth in the Lease. The provisions of this Section 4.11 shall be self-operative, with no further instrument of subordination being required. Within ten (10) days after Landlord’s request, Landlord and Tenant shall execute, acknowledge and deliver any documents

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reasonably appropriate to confirm such provisions. No owner of the Leased Premises shall be liable under this Lease except for breaches of Landlord’s obligations occurring while such person is the owner of the Leased Premises.

4.12 Estoppel Certificate. At Landlord’s request, Tenant shall execute (within fifteen (15) days after Tenant receives any such request) estoppel certificates on a form specified by Landlord, addressed to (i) any mortgagee or prospective mortgagee of Landlord or (ii) any purchaser or prospective purchaser of all or any portion of, or interest in, the Building, certifying that the Lease is in full force and effect against Tenant without amendment except as provided therein, the date through which Gross Rent has been paid, that neither Tenant nor, to its knowledge, Landlord is in default under the Lease and to its knowledge Tenant has no claims, defenses, or offsets against the enforcement of the Lease in accordance with its terms, the amount of any security deposit or letter of credit held under the Lease, and such other matters concerning the Lease as such mortgagee(s) or purchaser(s) may reasonably require; provided, however, that in no event shall any such estoppel certificate require an amendment of the provisions hereof or otherwise affect or abridge Tenant’s rights hereunder. At Tenant’s request, Landlord shall execute (within fifteen (15) days after Landlord receives any such request) an estoppel certificate to a proposed subtenant, assignee, or lender of Tenant on a form reasonably acceptable to Landlord, certifying as to such facts (if true) regarding the Lease as are customarily addressed in such estoppel certificates; provided, however, that in no event shall any such estoppel certificate require an amendment of the provisions hereof or otherwise affect or abridge Landlord’s rights hereunder.

4.13 Tenant’s Remedies. Tenant shall look solely to Landlord’s interest in the Building for recovery of any judgment from Landlord. Landlord, its agents, its employees, and (if Landlord is a partnership or joint venture) its partners, whether general or limited, or (if Landlord is a corporation), its directors, officers, and shareholders, or (if Landlord is a limited liability company), its members, manager, and officers, or (if Landlord is a trust) its trustees and beneficiaries, shall never be personally liable for any such judgment. Any lien obtained to enforce any such judgment and levy of execution thereon shall be subject and subordinate to any Mortgage. Landlord shall not be deemed to be in default of any obligation hereunder unless Tenant has given Landlord written notice of the alleged default specifying the applicable provision of this Lease and the same remains uncured after thirty days (or, except in cases of imminent risk to person or property, such longer period as may be reasonably necessary to cure the same). In no event shall Landlord be liable for consequential or indirect damages. In addition to the other remedies provided in this Lease, Tenant shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease by Landlord or to a decree compelling specific performance of any such covenants, conditions or provisions. No termination remedy that is not expressly set forth in this Lease for any breach or failure by Landlord to perform any obligation under this Lease shall be implied or applicable as a matter of law.

4.14 Rules and Regulations. Tenant shall comply with the rules and regulations for the Building attached as Exhibit C and such amendments thereto as Landlord may adopt from time to time with prior notice to Tenant. Landlord’s rules and regulations shall not be enforced or enacted against Tenant in a discriminatory manner.

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4.15 Personal Property At Tenant’s Risk. All of the furnishings, fixtures, equipment, effects and property of every kind, nature, and description of Tenant and of all persons claiming by, through and under Tenant which, during the continuance of this Lease or any occupancy of the Leased Premises by Tenant or anyone claiming under Tenant, may be on the Leased Premises or elsewhere in the Building, shall be at the sole risk and hazard of Tenant, and if the whole or any part thereof shall be destroyed or damaged by fire, water or otherwise, by the leakage or bursting of water pipes, steam pipes, or other pipes, or by theft or from any other cause, no part of said loss or damage is to be charged to or be borne by Landlord, except Landlord shall in no event be held harmless or exonerated for any liability to Tenant or to any other person, for any injury, loss, damage or liability to the extent such indemnity, hold harmless or exoneration is prohibited by law.

4.16 Payment Of Landlord’s Expenses. Tenant shall pay, as Additional Rent, all reasonable out-of-pocket costs, counsel and other fees incurred by Landlord in connection with all requests by Tenant for consent or approval under this Lease (excluding approvals of plans for Tenant’s Initial Construction), and the enforcement by Landlord of any obligation of Tenant under this Lease.

4.17 Security Deposit, Letter of Credit. On the execution of this Lease, Tenant shall pay to Landlord as a security deposit for the performance of the obligations of Tenant hereunder the amount specified therefor in the Basic Lease Information section of the Lease, or provide a letter of credit in such amount complying with the requirements of Exhibit D attached hereto. Any cash security deposit from time to time held hereunder may be mingled with other funds of Landlord and no fiduciary relationship shall be created with respect to such deposit, nor shall Landlord be liable to pay Tenant interest thereon. (If Landlord from time to time holds a cash security deposit hereunder, Tenant may replace the same with a Letter of Credit in compliance with the terms hereof for the amount required hereunder.) If Tenant shall fail to perform any of its obligations under this Lease after the expiration of any applicable notice and cure period (or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law), Landlord may, but shall not be obliged to, apply the security deposit to the extent necessary to cure such failure to pay, and Tenant shall reinstate such security deposit to the original amount thereof upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). Within thirty (30) days after the expiration or sooner termination of the Term the security deposit, to the extent not applied, shall be returned to the Tenant, without interest.

4.18 Tenant’s Financial Condition. Within ten (10) Business Days after request from Landlord from time to time (but not more often than once in any twelve-(12)-month period), Tenant shall deliver to Landlord (or, at Tenant’s election, directly to the party requesting the same, provided it is a party described in the next sentence) Tenant’s financial statements (audited, if available) for the most recent fiscal year for which such statements are available and, for the most recent four quarters not covered by such statements, quarterly financial statements certified by Tenant’s chief financial officer. Such financial statements shall be requested only as reasonably necessary to satisfy the needs of Landlord’s current and prospective mortgagees, lenders, purchasers, and investors. All financial statements shall be confidential and shall be used only for the purposes set forth in this Lease. If requested by Tenant, any such non-public financial information shall be provided pursuant to a commercially reasonable confidentiality agreement, in form reasonably acceptable to the parties.

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4.19 Energy Conservation. Tenant agrees to cooperate with Landlord and to abide by all Building regulations which Landlord may, from time to time, reasonably prescribe for the proper functioning and protection of the heating, air-conditioning, lighting, and electrical systems and in order to maximize the effect thereof and to conserve heat, air-conditioning, and electricity. Notwithstanding anything to the contrary in this Lease, Landlord may institute such policies, programs and measures as may be in Landlord’s reasonable judgment necessary, required or expedient for the conservation or preservation of energy or energy services, or as may be necessary to comply with applicable codes, rules, regulations or standards.

ARTICLE 5. CASUALTY, EMINENT DOMAIN

5.01 Casualty Insurance. Landlord shall maintain, or cause to be maintained, a policy or policies of insurance with the premiums thereon fully paid in advance (which premiums shall be included in Operating Cost), issued by and binding upon an insurance company of good financial standing, insuring the Building against loss or damage by fire and other insurable hazards covered by broad form or “all-risk” insurance and contingencies for at least the replacement cost thereof (or such minimum amount as shall be required to eliminate operation of coinsurance provisions); provided, that Landlord shall not be obligated to insure any furniture, equipment, machinery, goods or supplies not covered by this Lease which Tenant may keep or maintain in the Leased Premises, or any alteration, addition or improvement which Tenant may make upon the Leased Premises that exceeds the level of finishes represented by Building Standard Improvements. If the annual premiums charged Landlord for such casualty insurance exceed the standard premium rates because the nature of Tenant’s operations results in extra-hazardous exposure, then Tenant shall, upon receipt of appropriate premium invoices, reimburse Landlord for such increases in premium as Additional Rent.

5.02 Liability Insurance. Landlord (with respect to the Building) and Tenant (with respect to the Leased Premises and its activities elsewhere in the Building) shall maintain or cause to be maintained a policy or policies of comprehensive general liability insurance with the premiums thereon fully paid in advance issued by and binding upon an insurance company of good financial standing, such insurance to afford minimum protection of not less than Two Million Dollars ($2,000,000.00) for personal injury or death in any one occurrence and of not less than Five Hundred Thousand Dollars ($500,000.00) for property damage in any one occurrence. The coverages required to be carried shall be extended to include blanket contractual liability, personal injury liability (libel, slander, false arrest and wrongful eviction), and broad form property damage liability. The certificate shall indicate that the insurance provided specifically recognizes the liability assumed by Tenant under this Lease and that the Tenant’s insurance is primary with any other insurance available to Landlord or any other named insured being excess. Upon request of either party, the other party shall provide reasonable evidence that the insurance required to be maintained hereunder is in full force and effect.

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5.03 Tenant’s Insurance.

(a) Tenant shall carry fire and special extended coverage insurance on Tenant’s own fixtures and personal property in the Leased Premises in the amount of their full replacement cost. In addition, Tenant shall maintain workers’ compensation insurance and all such other insurance as may be required by applicable law. All policies required to be carried by Tenant hereunder and all evidence of insurance provided to Landlord shall be issued by responsible, financially sound companies qualified to do business and in good standing in the Commonwealth of Massachusetts and shall contain an endorsement showing that Landlord, its managing agent, and each holder of a Mortgage (disclosed in writing to Tenant) is included as an additional insured (except as to workers’ compensation insurance and Tenant’s business interruption insurance), as its interests may appear and an endorsement whereby the insurer agrees not to cancel or alter the policy without not less than thirty (30) days prior written notice to Landlord, to such mortgagee and all other named insureds. Tenant shall, on or prior to the Term Commencement Date, deposit with Landlord certificates of such insurance, and thereafter, on or prior to fifteen (15) days before the expiration date of any coverage thereunder, shall deposit with Landlord certificates evidencing the renewal of such policies. Any such insurance may be maintained by Tenant under a blanket policy or policies; provided, however, that the minimum amount of the total insurance afforded by such blanket policy which shall be allocable to the Leased Premises and any sublimits of such policy allocable to the Leased Premises, shall be in amounts which shall not be less than the amounts of the insurance required hereunder, and the protection afforded to Landlord and each holder of a Mortgage under such policy shall be not less than that which would have been afforded under a separate policy or policies relating only to the Leased Premises, and the certificate evidencing such insurance shall contain provisions confirming the foregoing.

(b) In the event that Tenant fails to timely provide evidence of insurance required to be provided by Tenant hereunder and such failure continues for five (5) business days after Landlord’s written notice to Tenant, Landlord shall be authorized (but not required) to procure such coverage in the amounts stated with all costs thereof to be chargeable to Tenant as Additional Rent, and payable by Tenant upon receipt of written invoice thereof.

5.04 Indemnity And Exoneration. Except to the extent such indemnity or exoneration is prohibited by law,

(a) Except to the extent of Landlord’s negligence or willful misconduct, Landlord shall not be liable to Tenant for injury to any person or any loss or damage to any property or any inconvenience caused by (i) theft, burglary or acts of unauthorized persons in on about the Building, (ii) any act of Force Majeure or (iii) any repair or alteration of any part of the Building or failure to make any such repair;

(b) Except to the extent of Landlord’s negligence or willful misconduct, Tenant shall indemnify Landlord and hold Landlord harmless of and from any and all loss, cost, damage, injury or expense arising out of or related to claims of injury to or death of persons or damage to property occurring in or resulting from the use or occupancy of the Leased Premises or activities of Tenant in or about the Leased Premises or, to the extent of Tenant’s negligence or willful misconduct, elsewhere in or about the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claims; and

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(c) Tenant shall hold and save Landlord harmless and indemnify Landlord of and from any and all loss, cost, damage, injury or expense arising out of or in any way related to claims for payment for work or labor performed, materials or supplies furnished to or at the request of Tenant or in connection with performance of any work done for the account of Tenant in the Leased Premises or the Building, such indemnity to include, without limitation, the obligation to provide all costs of defense against any such claim.

5.05 Waiver Of Subrogation Rights. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each waive all rights or recovery, claim, action or cause of action against the other, its agents (including partners, both general and limited), officers, directors, shareholders, members trustees, beneficiaries, or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, to the Building or to any personal properly of such party therein, by reason of fire, the elements, or any other cause which is insured against or is required to be insured against by either party under this Lease, regardless of cause or origin, including negligence of the other party hereto, its agents, officers or employees; and each party covenants that no insurer shall hold any right of subrogation against such other party. Each of Landlord and Tenant shall advise insurers of the foregoing and such waiver shall be a part of each policy maintained by Landlord and Tenant, as applicable, which applies to the Leased Premises, any part of the Building or Landlord’s or Tenant’s use and occupancy of any part thereof; provided that this waiver shall be null and void if such waiver is not generally obtainable from insurance companies in the Commonwealth of Massachusetts, and provided further that all costs associated with obtaining insurer consent shall be borne by the party benefited by such waiver.

5.06 Condemnation And Loss or Damage.

(a) If the Leased Premises or any substantial portion thereof (meaning at least twenty-five percent thereof) or any portion of the Building shall be taken or condemned for any public purpose to such an extent as to render the Leased Premises or such portion untenantable, this Lease shall, at the option of either party (provided such option shall be exercised by the giving of notice by the exercising party to the other party within sixty (60) days from the date the exercising party has been notified in writing of such taking or condemnation) forthwith cease and terminate as of the date of the taking. All proceeds from any taking or condemnation of the Leased Premises shall belong to and be paid to Landlord and Tenant hereby assigns to Landlord its interest in said proceeds subject to the rights of any holder of any Mortgage; provided, however, that Landlord shall cooperate with Tenant if Tenant seeks, in a separate proceeding, to recover, at its cost and expense, compensation for its moving expenses and personal property. In no event shall any such recovery by Tenant have the effect of diminishing or delaying the award payable to Landlord on account of any taking or condemnation.

(b) In the event of a taking of all or any portion of the Leased Premises not exceeding thirty days, there shall be no abatement of Rent and Tenant shall remain fully obligated for performance of all of the covenants and obligations on its part to be performed pursuant to the terms of this Lease and shall be

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entitled to any award for the use of such space during such temporary taking. For any taking exceeding thirty days, Gross Rent shall be equitably abated in proportion to the nature and extent of the taking, and for any temporary taking exceeding six (6) months the termination rights under (a) above shall apply. All proceeds awarded or paid with respect thereto shall belong to Landlord.

5.07 Damage Due to Fire And Casualty. In the event of a fire or other casualty in the Leased Premises, Tenant shall immediately give notice thereof to Landlord. In the event of a fire or other casualty in the Leased Premises, the following provisions shall then apply whether or not Tenant has given notice to Landlord:

(a) If the damage is limited solely to the Leased Premises and Landlord determines that the Leased Premises can be made tenantable with substantially all damage repaired within six (6) months from the date such work begins, then, subject to any limitation contained in any Mortgage, Landlord shall be obligated to rebuild the same and shall proceed diligently to do so; provided, however, that Landlord shall have no obligation to repair or restore the Leased Premises or Tenant Improvements except to the extent that Landlord realizes insurance proceeds, if any, sufficient for such purposes and for all other restoration and repair purposes and to the extent such proceeds are not applied on account of the indebtedness secured by any Mortgage.

(b) If portions of the Building outside the boundaries of the Leased Premises are damaged or destroyed (whether or not the Leased Premises are also damaged or destroyed) and Landlord determines that the Leased Premises and the Building can both be made tenantable with substantially all damage repaired within six (6) months from the date work begins, and provided that Landlord determines that such repair and restoration is economically feasible, then subject to any limitation contained in any Mortgage, Landlord shall be obligated to do so; provided, however, that Landlord shall have no obligation to repair or restore the Leased Premises or Tenant Improvements except to the extent that Landlord realizes insurance proceeds, if any, allocable thereto and sufficient for such purpose and for all other restoration and repair purposes.

(c) If neither subsection 5.07(a) nor 5.07(b) above applies, because Landlord has determined that either the Leased Premises or the Building, or both, cannot be made tenantable within six (6) months from the date work begins (or if the Leased Premises or the Building will not be repaired due to inadequacy of insurance proceeds), Landlord shall notify Tenant within sixty (60) days after the date of damage or destruction and either Tenant or Landlord may terminate this Lease within thirty (30) days after the date of such notice; provided, however, that if the Leased Premises are not damaged Landlord shall not terminate the Lease unless it terminates all similarly situated leases in the Building; and provided further that Landlord or its mortgagee shall have the right to elect to reconstruct the Building and the Leased Premises, in which event Landlord or its mortgagee shall so notify Tenant within said sixty (60) day period and Tenant shall thereupon have no right to terminate this Lease, except as set forth in the next sentence. If the restoration under subsection 5.07(a), (b) or (c) does not render the Leased Premises tenantable (or if Landlord determines that the Leased Premises will not be rendered tenantable) within nine (9) months from the date of casualty (as reasonably extended for any delay by Tenant, or as reasonably extended for other Force

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Majeure event(s), but not in excess of three (3) months in the aggregate for such other Force Majeure event(s)), then Tenant may terminate the Lease within thirty (30) days thereafter if the restoration is not then substantially completed. In addition, in the event the Leased Premises are rendered untenantable due to fire or other casualty during the last year of the Term and the estimated restoration period (as reasonably determined by Landlord’s architect or engineer) exceeds one half of the remaining Term, then either party may terminate the Lease on at least thirty (30) days prior notice to the other if the restoration is not then substantially complete.

(d) During any period when the Leased Premises or any portion thereof are rendered untenantable by damage or destruction, Gross Rent shall xxxxx proportionately until such time as the Leased Premises are made tenantable and no portion of the Rent so abated shall be subject to subsequent recapture; provided, however, that the duration of said Rent abatement period shall not exceed one (1) year from the date the Leased Premises are rendered untenantable by such damage or destruction. If the Leased Premises are not rendered tenantable prior to the expiration of such one-year abatement period and Landlord does not agree to extend such abatement period until the Leased Premises are rendered tenantable, then Tenant shall have the further right to terminate the Lease by notice given within thirty days after such one-year period, which termination notice shall be effective as of the end of such one-year abatement period.

(e) The proceeds from any insurance paid by reason of damage to or destruction of the Building or any part thereof, the Building Standard Improvements or any other element, component or property insured by Landlord shall belong to and be paid to Landlord, subject to the rights of the holder of any Mortgage, and Tenant hereby assigns to Landlord any interest in said proceeds.

(f) Notwithstanding any provisions contained in this Section 5.07 to the contrary in no event shall any fire or other casualty give Tenant the right to require or demand that Landlord repair or restore any part of the Building (other than the Leased Premises or access thereto, and then only to the extent required elsewhere in this Section 5.07).

ARTICLE 6. DEFAULT

6.01 Events of Default. The occurrence of any of the following shall constitute an “Event of Default” on the part of the Tenant:

(a) Nonpayment of Rent. Failure to pay any payment of Rent (or any installment or portion thereof) upon the date when payment is due, such failure continuing for a period of five (5) Business Days after written notice of such failure; provided, however, that Landlord shall not be required to provide such notice more than twice during any twelve-month period of the Term with respect to non-payment of any installment of Gross Rent or any portion thereof, the third such non-payment constituting default without requirement of notice;

(b) Other Obligations. Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in Section 6.01 (a), such failure continuing for thirty (30) days after written notice of such failure (or,

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except in cases of imminent risk to person or property, such longer period as is reasonably necessary to remedy such default, provided that Tenant shall within such thirty (30)-day period have commenced such remedy and thereafter Tenant shall continuously and diligently pursue such remedy until such default is cured), provided, however, that the cure period for any failure to perform any restoration obligations under Section 4.07 shall be five (5) Business Days;

(c) Abandonment. Abandonment of the Leased Premises or any part thereof during the Term. Tenant shall be deemed to have abandoned the Leased Premises if the Leased Premises remain substantially vacant or unoccupied for a period of ninety (90) days. Notwithstanding the foregoing, for purposes of this clause (c), Tenant shall not be deemed to have abandoned the Leased Premises provided Tenant continues to pay all Rent due and payable under this Lease for the Term of the Lease.

(d) General Assignment. A general assignment by Tenant for the benefit of creditors;

(e) Bankruptcy. The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged or unstayed for a period of sixty (60) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease (including, at a minimum, the maintenance of a security deposit equal to six (6) monthly installments of Gross Rent);

(f) Receivership. The employment of a receiver to take possession of all or substantially all of Tenant’s assets or the Leased Premises, if such receivership remains undissolved for a period often (10) Business Days after creation thereof;

(g) Attachment. The attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or the Leased Premises, if such attachment or other seizure remains undismissed or undischarged for a period of thirty (30) days after the levy thereof;

(h) Insolvency. The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by Tenant of a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to contest a material allegation of a petition filed against Tenant in any such proceeding, or if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, or arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed. As used in subsections (d) through (h) above, the term “Tenant” shall be deemed to include any one or more of Tenant and any

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person or entity that is liable for Tenant’s obligations under this Lease, including without limitation any Guarantor or general partner of Tenant.

6.02 Remedies Upon Default.

(a) If an Event of Default occurs, Landlord shall have the right, with or without notice or demand, immediately to terminate this Lease, and at any time thereafter recover possession of the Leased Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, by notice, by entry or by any other lawful means, and again repossess and enjoy the Leased Premises without prejudice to any of the remedies that Landlord may have under this Lease, or at law or equity by reason of Tenant’s default or of such termination.

(b) Even though Tenant has breached this Lease, this Lease and the right to recover Rent as it becomes due shall continue in effect for so long as Landlord does not terminate this Lease under Section 6.02(a) hereof. Acts of maintenance, preservation or efforts to lease the Leased Premises or the appointment of a receiver upon application of Landlord to protect Landlord’s interest under this Lease shall not constitute an election to terminate Tenant’s right to possession.

6.03 Damages Upon Termination. Should Landlord terminate this Lease pursuant to the provisions of Section 6.02(a) hereof, Landlord shall have all the rights and remedies of a landlord in law or in equity. Upon such termination, in addition to any other rights and remedies of a Landlord may be entitled under applicable law, Landlord shall be entitled to recover from Tenant: (i) the worth at the time of award of the unpaid Rent and other amounts which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that the Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the rental value of the Leased Premises for the balance of the Term, taking into account reasonable projections of vacancy and the time required to re-lease the Leased Premises of at least six months; and (iv) any other amount necessary to compensate Landlord for all damages proximately caused by Tenant’s failure to perform its obligations under this Lease, provided that Tenant shall not be liable for consequential damages (which term shall not be construed to apply to damage remedies expressly set forth in this Article 6 or Section 8.02). Tenant further covenants, as an additional cumulative obligation after any such termination, to punctually pay to Landlord all sums and perform all obligations which Tenant covenants in this Lease to pay and to perform, as if this Lease had not been terminated. In calculating the amounts to be paid by Tenant pursuant to this Section 6.03, Tenant shall be credited with any amount paid to Landlord pursuant to this Section 6.03 and also (in respect of the amounts referred to in (i) and (ii)) the net proceeds of rent obtained by Landlord by reletting the Leased Premises through the time of award, after deducting all Landlord’s reasonable expenses in connection with such reletting, including, without limitation, all reasonable repossession costs, brokerage commissions, fees for legal services and expenses of preparing the Leased Premises for reletting, it being agreed by Tenant that Landlord may (x) relet the Leased Premises or any part thereof for a term or terms which may at Landlord’s option be equal or less than or exceed the period which would otherwise have constituted the balance of the Term and may grant such

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concessions and free rent as Landlord in its reasonable judgment considers advisable or necessary to relet the same and (y) make such alterations, repairs and decorations in the Leased Premises as Landlord in its reasonable judgment considers advisable or necessary to relet the same, and no action of Landlord in accordance with the foregoing or failure to relet or collect rent under Landlord’s reletting of the Leased Premises shall operate or be construed to release or reduce Tenant’s liability as aforesaid. The “time of award” shall refer to such time as (I) Tenant shall, as a settlement of the amounts due pursuant to this Section 6.03, pay to Landlord such sums pursuant to a written agreement in form and substance satisfactory to Landlord, or (II) the date on which a judgment shall be entered in a court of competent jurisdiction to the effect that Tenant shall pay Landlord the amounts due and owing pursuant to this Section 6.03. The “worth at the time of award” of the amounts referred to in (i) and (ii) shall mean such amounts together with interest at the lesser of the prime rate of interest from time to time published in the Wall Street Journal plus four percent per annum or the maximum rate allowed by law. The “worth at the time of award” of the amount referred to in (iii) shall mean such amounts as computed by reference to competent appraisal evidence or the formula prescribed by and using the Federal Reserve Discount Rate (as from time to time published in the Wall Street Journal).

If the Lease is terminated, Landlord’s actual damages hereunder shall be subject to mitigation by the amount of the damages that Tenant proves in a final judicial determination would have been avoided by Landlord in the exercise of commercially reasonable efforts to relet the Leased Premises; provided that such reasonable efforts shall not require Landlord (i) to solicit or negotiate with prospective new tenants until such time as Landlord obtains full and complete possession of the Leased Premises, free of any claim to the Leased Premises or any portion thereof by Tenant and its successors, all subtenants, and other parties claiming under or through Tenant, (ii) to relet all or part of the Leased Premises prior to leasing any other space in the Building then available or scheduled to become available, (iii) to relet all or any part of the Leased Premises to tenants that are not high quality tenants or that would be inconsistent with Landlord’s leasing requirements, objectives, or plans, including without limitation the development and leasing of the Building in a harmonious manner with an appropriate mix of uses, tenants, floor areas, terms of tenancies, and the like, (iv) to expend any amounts on tenant improvements or other leasing costs in excess of the levels in Landlord’s budget or leasing guidelines for the Building, or (v) to offer to relet all or part of the Leased Premises at a rental rate below the rate that Landlord determines to be the prevailing market rate for the space (Tenant agreeing, however, that Landlord may in its discretion relet all or part of the Leased Premises on any terms, whether above or below such market rate or the rental rate payable hereunder, and that Tenant has no claim to any net reletting proceeds in excess of the rent payable hereunder). Tenant’s liability hereunder shall not be diminished or reduced if, or to the extent, that such efforts of Landlord to relet the Leased Premises are unsuccessful.

6.04 Computation Of Rent For Purposes Of Default. For purposes of computing unpaid Rent which would have accrued and become payable under this Lease pursuant to the provisions of Section 6.03, unpaid Rent shall consist of the sum of:

(1) the total Net Rent for the balance of the Term, plus

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(2) a computation of Tenant’s Proportionate Share of the Operating Cost and Impositions for the balance of the Term, the assumed Operating Cost for the calendar year of the default and each future calendar year in the Term to be equal to the Operating Cost for the calendar year prior to the year in which the default occurs compounded at a per annum rate equal to the mean average rate of inflation for the preceding two (2) calendar years as determined by the United State Department of Labor, Bureau of Labor Statistics Consumer Price Index (All Urban Consumers, All Items, 1967 equals 100) for the Metropolitan Area or Region of which Boston, Massachusetts is a part. If such Index is discontinued or revised, the average rate of inflation shall be determined by reference to the index designated as the successor or substitute index by the government of the United States.

6.05 Liquidated Damages. In lieu of the damages provided for in Section 6.03, Landlord, at its sole option, may by written notice to Tenant, at any time after this Lease is terminated pursuant to Section 6.02(a) or is otherwise terminated for breach of any obligation of Tenant, elect to recover, and Tenant shall thereupon pay, as liquidated damages, an amount equal to the aggregate of Gross Rent that would have been due for the one-year period commencing on the date of such termination (or, if lesser, the remainder of the Term), plus the amount of Gross Rent accrued and unpaid at the later of (i) the time of any such termination, or (ii) the time when Tenant vacates the Leased Premises, and less the amount of any recovery by Landlord under the provisions of Section 6.03.

6.06 Rights of Landlord In Bankruptcy. Nothing contained in this Lease shall limit or prejudice the right of Landlord to prove for and obtain in proceedings for bankruptcy or 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 proceeding in which, the damages are to be proved, whether or not the amount be greater, equal to, or less than the amount of the loss or damages referred to in this Article 6.

6.07 Late Charge. In addition to its other remedies, Landlord shall have the right to add to the amount of any payment required to be made by Tenant hereunder, and which is not paid on or before the date the same is due, an amount equal to the greater of (a) Two Hundred Fifty Dollars ($250.00) or (b) one percent (1.0%) of the delinquency, for each month or portion thereof that the delinquency remains outstanding, the parties agreeing that Landlord’s damage by virtue of such delinquencies would be difficult to compute and the amount stated herein represents a reasonable estimate thereof. (Notwithstanding the foregoing, such late charge shall not apply to the first delinquency during any twelve-month period during the Term, if Tenant cures the delinquency within five (5) Business Days after written notice from Landlord.) The late charge shall be due upon demand by Landlord. Tenant shall reimburse Landlord for all costs and expenses (including reasonable attorney’s fees) incurred by Landlord to recover the late charges due hereunder.

ARTICLE 7. APPRAISAL

7.01 Appraisal Of Fair Market Rent. In the event that Tenant disputes the amount claimed by Landlord as Fair Market Net Rent, and such dispute cannot be resolved by mutual agreement, the dispute shall be submitted to the appraisal

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process hereinafter set forth. The amount of Fair Market Net Rent determined pursuant to such appraisal process shall be final and binding between the parties. The appraisal process shall be conducted as follows:

(a) Tenant shall make demand for appraisal in writing within thirty (30) days after service of Landlord’s determination of Fair Market Net Rent is given under the terms of this Lease (or, if later, by the date ten (10) days after Landlord gives Tenant a reminder notice as to the requirement of such demand for appraisal, which notice Landlord may give any time after the date that is fifteen (15) days after service of Landlord’s determination of Fair Market Net Rent), specifying therein the name and address of the person to act as the appraiser on its behalf. The appraiser shall be a real estate appraiser with at least ten years’ experience in the field and a qualified member of the American Institute of Real Estate Appraisers, or any successor of such Institute (or if such organization or successor shall no longer be in existence, a recognized national association or institute of land appraisers) familiar with the fair market rent of first-class commercial office space in comparable buildings in downtown Boston. Failure on the part of Tenant to make a timely and proper demand for such appraisal shall constitute a waiver of the right thereto. Within ten (10) Business Days after the service of the demand for appraisal, Landlord shall give notice to Tenant, specifying the name and address of the person designated by Landlord to act as appraiser on its behalf who shall be similarly qualified. If Landlord fails to notify Tenant of the appointment of its appraiser, within or by the time above specified, then the Tenant may thereafter send a second notice to Landlord indicating such failure and requesting Landlord to appoint such an appraiser. If Landlord fails to notify Tenant of the appointment of its appraiser within ten (10) Business Days after the giving of such second notice by Tenant then the appraiser appointed by Tenant shall be the sole appraiser to determine the issue.

(b) In the event that two (2) appraisers are chosen pursuant to Section 7.01 (a) above, the appraisers so chosen shall meet within ten (10) Business Days after the second appraiser is appointed and, if within ten (10) Business Days after such first meeting the two appraisers shall be unable to agree upon a determination of Fair Market Net Rent, they, themselves, shall appoint a third appraiser, who shall be a competent and impartial person with qualifications similar to those required of the first two appraisers. In the event they are unable to agree upon such appointment within five (5) Business Days after expiration of said ten (10) day period, the third appraiser shall be selected by the parties themselves, if they can agree thereon, within a further period often (10) Business Days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by an officer of the Greater Boston Real Estate Board in Boston. The three (3) appraisers shall decide the dispute, if it has not previously been resolved, by following the procedure set forth in Section 7.0l(c) below.

(c) Where the issue cannot be resolved by agreement between the two appraisers selected by Landlord and Tenant or settlement between the parties during the course of the appraisal process, the issue shall be resolved by the three appraisers in accordance with the following procedure. The appraiser selected by each of the parties shall each state in writing his determination of the Fair Market Net Rent, supported by the

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reasons therefor, with counterpart copies to each party. The appraisers shall arrange for a simultaneous exchange of such proposed determinations. The role of the third appraiser shall be to select which of the two proposed determinations most closely approximates his own determination of Fair Market Net Rent. The third appraiser shall have no right to propose a middle ground or any modification of either of the two proposed determinations. The determination he chooses as most closely approximating his determination shall constitute the decision of the appraisers and be final and binding upon the parties.

(d) This provision for determination by appraisal shall be specifically enforceable to the extent such remedies are available under applicable law, and any determination hereunder shall be final and binding upon the parties hereto, and either party shall have the right to enter judgment thereon, unless otherwise provided by applicable law. If a determination of Fair Market Net Rent is to be made pursuant to this Section 7.01, Landlord and Tenant shall each pay for the fees and disbursements of any appraiser appointed by it and shall share equally in the fees and expenses of any third appraiser.

(e) In the event of a failure, refusal or inability of any appraiser to act, his successor shall be appointed by him, but in the case of the third appraiser, his successor shall be appointed in the same manner as provided for appointment of the third appraiser.

ARTICLE 8. MISCELLANEOUS

8.01 No Waiver. Failure of Landlord or Tenant to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, shall not waive such default, but Landlord or Tenant, as the case may be, shall have the right to declare any such default at any time thereafter.

8.02 Holding Over. In the event of holding over by Tenant after expiration or termination of this Lease without the written consent of Landlord, Tenant shall pay, for each month or partial month of hold-over tenancy, an amount equal to 150% of the greater of the Gross Rent for the month immediately preceding the end of the Term or the then fair market Gross Rent for the Leased Premises, together with such other amounts as may become due hereunder. No holding over by Tenant after the Term shall operate to extend the Term. In the event of any unauthorized holding over that continues for more than thirty (30) days, Tenant shall reimburse Landlord for all damages (including as a result of loss of a replacement tenant, provided that upon request from time to time by Tenant not earlier than six (6) months prior to the then scheduled expiration of the Term, Landlord shall notify Tenant whether Landlord has then relet all or a portion of the Leased Premises and whether Landlord will suffer adverse economic consequences as generally described in the notice if Tenant does not surrender the Leased Premises by the scheduled Term Expiration Date), losses, costs and expenses, including reasonable attorney’s fees, incurred by Landlord by reason of such holding over. Any holding over with the consent of Landlord in writing shall thereafter constitute a lease from month to month.

8.03 Amendments And Modifications. This Lease may not be altered, changed or amended, except by an instrument in writing signed by both parties hereto. If in

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connection with obtaining financing for the Building, a bank, insurance company, pension trust or other institutional lender shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold or delay its consent thereto, provided that such modifications do not increase the obligations or reduce the rights of Tenant, reduce the obligations or increase the rights of Landlord hereunder, or materially adversely affect the leasehold interest hereby created.

8.04 Transfers By Landlord. Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations hereunder in the Building and in such event and upon such transfer, no further liability or obligations shall thereafter accrue against the transferring or assigning person as Landlord hereunder.

8.05 Severability. If any term or provision of this Lease, or the application thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law.

8.06 Notices. All notices, demands, consents and approvals which may be or are required to be given by either party to the other hereunder shall be in writing and shall be deemed to have been fully given by personal delivery, or when delivered to a nationally recognized, overnight courier service providing receipts, or when deposited in the United States mail, certified or registered, postage prepaid, and addressed to the party to be notified at the address for such party specified on the Basic Lease Information sheet, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days notice to the notifying party. Tenant hereby appoints as its agent to receive the service of all default notices and notice of commencement of unlawful detainer proceedings the person in charge of or apparently in charge of or occupying the Leased Premises at the time.

8.07 No Joint Venture. This Lease shall not be deemed or construed to create or establish any relationship of partnership or joint venture or similar relationship or arrangement between Landlord and Tenant hereunder.

8.08 Successors And Assigns. This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns (subject to the provisions hereof, including, but without limitation, Section 8.04); and shall be binding upon and inure to the benefit of Tenant, its successors, and to the extent assignment may be permitted as of right or approved by Landlord hereunder, Tenant’s assigns.

8.09  Applicable Law. All rights and remedies of Landlord and Tenant under this Lease shall be construed and enforced according to the laws of the Commonwealth of Massachusetts.

8.10  Time Of The Essence. Time is of the essence for each and every covenant of Tenant herein contained.

8.11  Submission Not An Option. The submission of this Lease for examination does not constitute a reservation of or option for the Leased Premises or an offer to lease, it being understood and agreed that neither Landlord nor Tenant shall be

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legally bound with respect to the leasing of the Leased Premises unless and until this Lease has been executed and delivered by both Landlord and Tenant.

8.12 Brokerage. Tenant and Landlord each warrant to the other that it has had no dealings with any broker or agent in connection with this Lease other than the broker(s) named in Basic Lease Information, and each covenants to defend (with counsel reasonably approved by the other party), hold harmless and indemnify the other party from and against any and all costs, expense or liability for any compensation, commission and charges claimed by any broker or agent except any broker named in Basic Lease Information, whose fees and expenses shall be paid in full by Landlord, arising out of the warranting party’s dealings in connection with this Lease or the negotiation thereof.

8.13 Waiver Of Jury Trial. Landlord and Tenant hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other, on or in respect of any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant hereunder, Tenant’s use or occupancy of the Leased Premises, and/or any claim of injury or damages.

8.14 All Agreements Contained. This Lease contains all of the agreements of the parties with respect to the subject matter hereof and supersedes all prior dealings between them with respect to such subject matter.

8.15 Cumulative Remedies. The specific remedies to which Landlord may resort under the terms of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to the restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

8.16 Failure To Enforce; Accord and Satisfaction. The failure of Landlord to seek redress for violation of, or to insist upon strict performance of any covenant or condition of this Lease, or with respect to such failure of Landlord to enforce any of the rules and regulations referred to herein, whether heretofore or hereafter adopted by Landlord, shall not be deemed a waiver of such violation nor prevent a subsequent act which would have originally constituted a violation from having all the force and effect of the original violation, nor shall the failure of Landlord to enforce any of said rules and regulations. The receipt by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver shall be in writing and signed by Landlord. No consent or waiver, express or implied, by Landlord to any breach of any agreement or duty shall be construed as a waiver or consent to or of any other breach of the same or any other agreement or duty. Unless Landlord otherwise notifies Tenant in writing, no acceptance by Landlord of a lesser sum than all Gross Rent and other charges then due shall be applied or deemed to be applied except as follows: first, to charges due under Section 6.07; and second, to the installments of Gross Rent and other charges most recently due. No endorsement or statement by Tenant on or accompanying any check or payment shall alter the application of such check or payment as set forth above. No such endorsement or statement shall be deemed an accord and satisfaction, and Landlord may accept

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such check or payment without prejudice to Landlord’s right to recover the balance of all amounts due or pursue any other remedy provided in this Lease. The delivery of keys to Landlord or to Landlord’s managing agent shall not operate as a termination of this Lease or a surrender of the Leased Premises.

8.17 Substitution. Landlord shall have the right to substitute the entire Leased Premises, which shall not be before the commencement of the third Lease Year, upon all of the following terms, covenants and condition:

(a) The Substituted Leased Premises (“Substituted Leased Premises”) must constitute space on the Boylston Street side of the Building that is on a floor not lower than the Leased Premises. The right of substitution may only be exercised if the Substituted Leased Premises designated by Landlord are similar in area, configuration, and appropriateness for Tenant’s purposes and the substitution is made for the purpose of accommodating a tenant who will occupy the entire floor on which the Leased Premises are located.

(b) Landlord shall pay the cost of moving Tenant, its property and equipment to the Substituted Leased Premises and shall, without cost or expense to Tenant, improve the new Leased Premises with improvements substantially similar to and of the same quality and of the same standard as those located in the Leased Premises to be vacated and pay for all expenses reasonably incurred by Tenant in connection with such substitution.

(c) All of the other terms, covenants and conditions of the Lease shall remain unchanged and in full force and effect with respect to the Substituted Leased Premises, except that the Basic Lease Information sheet shall be revised: (i) to identify the floor of the Substituted Leased Premises; (ii) to state as the Net Rentable Area the square footage of the Substituted Leased Premises as determined by Landlord’s architect, provided that the total Base Rent payable by Tenant shall not increase as a result of such substitution and, if the Substituted Leased Premises are smaller, Base Rent shall be payable on such smaller area; and (iii) to revise, as appropriate, Tenant’s Proportionate Share.

8.18 Notice Of Lease. Tenant agrees not to record this Lease, but on the request of either party hereto, both parties hereto shall execute and deliver (i) if appropriate, a notice of this Lease in form appropriate for recording or registration, (ii) an agreement setting forth the Term Commencement Date, (iii) a notice in form appropriate for recording or registration of any amendment of this Lease, (iv) an agreement by Tenant to make payments and give notices to whatever individual or entity shall be designated by Landlord for receiving any such notice or payment and to comply with the provisions of any assignment of rents granted to the holder of any Mortgage, and (v) if this Lease is terminated before the expiration of the Term, an instrument in form appropriate for recording or registration pursuant to which Tenant acknowledges the date of termination. If Tenant unreasonably refuses to execute any of the notices, amendments, agreements and instruments provided for in the immediately preceding sentence, within ten (10) Business Days after Landlord gives notice to Tenant requesting execution of the same, Landlord may effect such execution on behalf of Tenant as Tenant’s attorney-in-fact and Tenant hereby grants to Landlord an irrevocable power of attorney to execute on behalf of Tenant each such notice, amendment, agreement and instrument, which power is coupled with an interest.

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8.19 Consents. Tenant hereby waives any claim for damages against Landlord which it may have based upon any assertion that Landlord has unreasonably withheld or unreasonably delayed any such consent or approval so long as Landlord has acted in good faith, and Tenant agrees that its sole remedy shall be an action or proceeding to enforce any such provision or for specific performance, injunction or declaratory judgment. In the event of a determination favorable to Tenant, the requested consent or approval shall be deemed to have been granted; however, Landlord shall have no liability to Tenant for its good faith refusal or failure to give such consent or approval.

8.20 Intentionally omitted.

8.21 Tenant’s Authorized Representative. Tenant designates the person named from time to time as Tenant’s Authorized Representative to take all acts of Tenant hereunder. Landlord may rely on the acts of such Tenant’s Authorized Representative without further inquiry or evidence of authority. Tenant’s Authorized Representative shall be the person so designated in Basic Lease Information and such successors as may be named from time to time by the then current Tenant’s Authorized Representative or by Tenant’s president.

8.22 Assignment of Rents. If at any time Landlord assigns this Lease or the rents payable hereunder to the holder of any Mortgage, whether such assignment is conditional in nature or otherwise, (i) such assignment to the Mortgagee shall not be deemed an assumption by the Mortgagee of any obligations of Landlord hereunder unless such Mortgagee shall, by written notice to Tenant, specifically otherwise elect; (ii) except as aforesaid, the Mortgagee shall be treated as having assumed Landlord’s obligations hereunder (subject to Section 4.13) only upon foreclosure of its mortgage (or voluntary conveyance by deed in lieu thereof) and the taking of possession of the Leased Premises and, with respect to obligations regarding return of any security deposit, only upon receipt of the funds constituting such security deposit; and (iii) if Tenant alleges that Landlord is in default under this Lease, Tenant shall give the Mortgagee a copy of any notice of default served upon Landlord and, if Landlord fails to cure such default within the time provided herein or by law or such additional time as may be provided in such notice to Landlord, the Mortgagee shall have thirty (30) days after the end of Landlord’s cure period to cure such default (or such additional time as may be necessary to cure such default, if within such thirty day period the Mortgagee has commenced and is diligently pursuing the remedies necessary to effect such cure), in which event (except as set forth in Section 3.01(c)) Tenant shall have no right to an abatement of Rent or to terminate this Lease with respect to such default while such remedies are being diligently pursued by the Mortgagee.

ARTICLE 9. OPTIONS

9.01 Extension Option. Tenant shall have the option to extend the Term of the Lease for one (1) additional period of three (3) years (the “Extension Term”), by written notice given to Landlord at least fourteen (14) months before the scheduled expiration of the initial Term, on the terms set forth below (the “Extension Option”). Tenant’s notice exercising the Extension Option must be unconditional and irrevocable in order to be effective. Failure to timely deliver Tenant’s notice exercising the Extension Option shall constitute Tenant’s waiver of the Extension Option. Tenant’s lease of the Leased Premises during the Extension Term shall

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be on all of the terms and conditions of this Lease in effect on the last day of the expiring Term, except that Net Rent during the Extension Term shall be the Fair Market Net Rent as determined hereunder. Tenant shall have no option to extend the Term beyond the end of the Extension Term. Landlord may give Tenant notice of Landlord’s determination of the Fair Market Net Rent at any time after the date eighteen (18) months prior to the date the Extension Term is scheduled to commence and, if so requested by Tenant on thirty days prior notice, shall provide such determination no later than the date fifteen (15) months prior to the date the Extension Term is scheduled to commence. Any dispute over Fair Market Net Rent shall be resolved in accordance with Article 7. All references in this Lease to “Term” shall mean the initial Term as extended by any Extension Term.

For any part of the Extension Term during which the Net Rent is in dispute hereunder, Tenant shall make payment on account of Net Rent at the rate estimated by Landlord, and the parties shall adjust for any overpayments or underpayments upon the issuance of the arbitrators’ decision. The failure by the parties to complete the process contemplated under this Section 9.01 prior to commencement of the Extension Term shall not affect the continuation of the Term or the parties’ obligation to make any adjustments for any overpayments or underpayments for the Net Rent due for the Extension Term promptly after the determination thereof is made.

If Tenant shall exercise the Extension Option in accordance with this Section 9.01, the provisions of this Section shall be self-operative, but upon request by either party after determination of the Net Rent for the Extension Term, the parties shall execute an agreement specifying the Net Rent for the Extension Term and acknowledging the extension of the Term.

Notwithstanding any provision of this Section to the contrary, Tenant’s option to extend the Term shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension, or (ii) any transfer under Section 4.06 has occurred on or before either such time, other than a transfer to an Affiliate or sublease(s) covering less than half of the Leased Premises in the aggregate.

ARTICLE 10. DEFINITIONS

10.01  Definitions. Terms used herein shall have the following meanings:

“Additional Rent” shall mean all monetary obligations of Tenant hereunder, other than the obligation for payment of Gross Rent.

“Basic Services” shall mean the services described in Section 3.01 hereof.

“Buildable Area” shall mean the Net Rentable Area of the Leased Premises in question less the portion of such Net Rentable Area attributable to Building Common Areas and Common Areas.

“Building” shall mean the 25-story building (consisting of a 6-story low-rise portion, a 19-story high-rise portion and 3 levels of parking space below grade) located on the Land, and comprising the Office Section, the Commercial Section and common areas

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such as mechanical rooms, elevator machine rooms, loading dock facilities, janitor and utility rooms, electrical and communication closets and similar facilities.

“Building Common Areas” shall mean all areas of the Building servicing more than one floor of the Building as a whole, including, but not limited to central mechanical rooms, elevator machine rooms, pump rooms, loading dock facilities, electrical and communication rooms, postal, security and janitorial facilities and the public spaces (and if any such area is bordered by any demising wall which abuts any space that is leasable, such area shall be measured from the midpoint of such demising wall), but excluding General Common Areas and the parking garage forming part of the Building.

“Building Standard Improvements” shall mean the level of Tenant Improvements described on Exhibit B-2.

“Business Hours” shall mean 8 A.M. to 6 P.M. on Business Days.

“Business Days” shall mean Monday through Friday, excluding Building holidays.

“Commercial Section” shall mean that portion of the Building dedicated to commercial and retail uses.

“Common Areas” shall mean all areas on the particular floor of the Building devoted to uses such as corridors, lobbies, fire vestibules, elevator foyers, service elevator receiving areas, mailrooms, electric and communication closets and other similar facilities for the benefit of all tenant(s) or invitees on that particular floor.

“Comparable Buildings in Downtown Boston” shall mean comparable first-class, high-rise office buildings in the Back Bay or financial districts of Boston.

“Estimated Impositions” for any calendar year shall mean Landlord’s estimate of Impositions for such calendar year.

“Estimated Operating Cost” for any calendar year shall mean Landlord’s estimate of Operating Cost for such calendar year.

“Fair Market Net Rent” shall mean the annual fair market rental value, net of Operating Cost and Impositions, for the Leased Premises for a five-year period commencing on the first date of the period for which the rent rate is being determined. In making such determination, reference may be made to transactions for comparable space in the Project and in other comparable buildings in downtown Boston, Massachusetts, in each case taking into consideration all relevant factors, including without limitation the following factors related to the Leased Premises: floor level, views, tenant improvements, proposed term of lease, free rent and other concessions, extent of services provided or to be provided, the time the particular rate under consideration became or is to become effective and any other relevant terms or conditions.

“Force Majeure” shall mean any circumstance beyond the reasonable control of Landlord, including, without limitation, acts of God, acts of the public enemy, governmental interference, court orders, requisition or orders of governmental bodies or authorities, requirements under any statute, law, rule, regulation or similar requirement of a governmental authority which shall be enacted or shall arise following the date of this Lease, inability to obtain labor, insurrection, riot, civil

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commotion, lock-out, or any other unforeseeable event (other than the inability to obtain financing or other economic or financial concerns), the occurrence of which would prevent or preclude Landlord from fully and completely carrying out and performing its obligations under this Lease.

“General Common Areas” shall mean those areas forming part of the Building and devoted to non-exclusive uses which are not measured, including, but not limited to, walkways, arcades and all landscaped areas (including pools and fountains). General Common Areas shall not include any portion of the parking garage forming part of the Building.

“Gross Rent” shall mean, for each year of the Term, the sum of Net Rent and Tenant’s Proportionate Share of Estimated Operating Cost and Tenant’s Proportionate Share of Estimated Impositions.

“Impositions” shall have the meaning given in Section 2.05.

“Impositions Adjustment” for any calendar year shall mean the amount of the Impositions in excess of or less than the amount of Estimated Impositions.

“Invitees” shall mean agents, servants, employees, licensees and business invitees.

“Land” shall mean the parcel of real property owned by the Landlord, located in the City of Boston, Suffolk County, Massachusetts, and bounded in part by Clarendon and Boylston Streets and St. Xxxxx Avenue and more specifically described in Exhibit A-l attached hereto.

“Leased Premises” shall mean the floor area more particularly shown on Exhibit A attached hereto, containing the Net Rentable Area specified on the Basic Lease Information sheet, but subject to relocation pursuant to Section 8.17.

“Mortgage” shall mean any and all mortgages securing indebtedness for money borrowed by Landlord or indebtedness for the refinancing of any such indebtedness, provided any such mortgage grants a lien on all or any portion of the Building, including all amendments and modifications thereto, from time to time. Any reference to “Mortgage” and “Mortgagee” herein shall include a sale and leaseback and the grantee-lessor of a sale and leaseback used for financing purposes.

“Net Rent” shall mean the annual rate set forth under Basic Lease Information.

“Net Rentable Area” shall mean the area or areas of the space within the Building determined as follows:

(a) Net Rentable Area on a single tenancy floor shall consist of:

(i) the area determined by measuring from the inside surface of the outer glass of each exterior wall (and extensions of the plane thereof in non-glass areas) to the inside surface of the outer glass on opposite exterior wall (and extensions of the plane thereof in non-glass areas) and shall include all areas within the outside walls, but shall exclude vertical penetrations, including without implied limitation fire stairs, elevator shafts, flues, vents, stacks, and Building Common Areas on the floor; plus

(ii) Tenant’s Allocation of Building Common Areas;

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(b) Net Rentable Area for a multi-tenancy floor shall consist of:

(x) all space within the demising walls (measured from the mid-point of the demising walls; and in the case of exterior walls, measured as defined in (i) above); plus

(y) Tenant’s Allocation of Building Common Areas; plus

(z) Tenant’s Floor Share of all Common Areas.

No deductions from Net Rentable Area shall be made for columns or projections necessary to the Building, or for vertical penetrations which are for the specific use of Tenant (such as, but not limited to, special elevators or stairs, mechanical and electrical facilities and air conditioning equipment). The Net Rentable Area of the Leased Premises has been calculated on the basis of the foregoing definition and is hereby stipulated for all purposes hereof to be the amount, expressed in terms of square feet, stated on the Basic Lease Information sheet.

“Office Section” shall mean that portion of the Building dedicated to office uses. The Net Rentable Area of the Office Section is currently 641,505 square feet.

“Operating Cost” shall have the meaning given in Section 2.04.

“Operating Cost Adjustment” for any calendar year shall mean the amount of Operating Cost in excess of or less than the amount of Estimated Operating Cost.

“Permitted Use” shall mean corporate, executive and professional office use in the Leased Premises of a kind appropriate in a building of the type and quality of the Building; provided, however, that Permitted Use shall not include (a) offices of any agency or bureau of the United States or any state or political subdivision thereof; (b) offices or agencies of any foreign government or political subdivision thereof; (c) offices of any health care professionals, and offices of other service organizations serving the general public on a walk-in basis; (d) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (e) retail or restaurant uses (except in the Commercial Section); (f) radio and/or television stations or other telecommunications facilities that are not primarily used for general office uses; (g) employment agency (other than corporate, professional, or executive search firms) or (h) any use or activity which is disreputable, creates a fire hazard or would cause Landlord’s insurance rate to be increased.

“Project” shall mean the Building and, for so long as it is under common ownership or control with the Building, the adjacent building known as 000 Xxxxxxxx Xxxxxx.

“Rent” shall mean Gross Rent plus Additional Rent

“Sublease” shall include any sublease, underletting at any level, tenancy, concession, license, franchise or other arrangement providing for the use or occupancy of all or any portion of the Leased Premises. For purposes of Section 4.06, a sublease or assignment shall be deemed to further include any transfer of Tenant’s interest in this Lease by operation of law, merger or consolidation of Tenant into any other firm or corporation, and the transfer or sale of a controlling interest in Tenant, whether by sale of its capital stock or otherwise.

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“Tenant Extra Improvements” shall mean the initial improvements of the Leased Premises approved by Landlord and to be installed at Tenant’s expense pursuant to Exhibit B.

“Tenant Improvements” shall mean the tenant improvements installed or to be installed by or for Landlord or Tenant pursuant to Exhibit B.

“Tenant’s Allocation” shall mean an area determined by multiplying the total square footage of the Building Common Areas by the ratio of the Net Rentable Area of the Leased Premises (excluding any allocation of Building Common Areas) to the Net Rentable Area of the Office Section (excluding only the Building Common Areas).

“Tenant’s Floor Share” shall mean the ratio of Tenant’s Buildable Area to the aggregate Buildable Area on Tenant’s floor.

“Tenant’s Plan Delivery Date” shall mean the date stated on the Basic Lease Information sheet for delivery of complete plans and specifications pursuant to Section 4.01 and Exhibit B.

“Tenant’s Proportionate Share” is initially as specified on the Basic Lease Information sheet and shall be adjusted from time to time to reflect the ratio which the Net Rentable Area of the Leased Premises bears to the greater of (i) ninety-five percent (95%) of the total Net Rentable Area of the Office Section, or (ii) the Total Leased Net Rentable Area.

“Term” shall mean a period of calendar years, or fractions thereof, commencing with the Term Commencement Date and ending on the Term Expiration Date stated on the Basic Lease Information sheet, as the same may be extended pursuant to Section 9.01. The Scheduled Term Commencement Date stated on the Basic Lease Information sheet represents the parties’ estimate of the Term Commencement Date.

“Term Commencement Date” shall mean the date when the Term commences as determined pursuant to Section 2.01 hereof.

“Term Expiration Date” shall mean the date specified on the Basic Lease Information sheet when the Term shall end, as the same may be extended pursuant to Section 9.01, unless sooner terminated pursuant to the terms of this Lease.

“Total Leased Net Rentable Area” shall mean the sum of the Net Rentable Area leased to all Office Section tenants over the course of a year, determined on the basis of a weighted averaging of the sum of the Net Rentable Area leased to all Office Section tenants on each day of that year.

Other terms used on the Basic Lease Information sheet which is a part of this Lease, or elsewhere in this Lease shall have the meaning given them thereon and herein.

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In WITNESS WHEREOF, the parties hereto have executed this Lease as a sealed instrument as of the day and year first above written.

FIVE HUNDRED BOYLSTON WEST VENTURE
By:		Xxxxxxxx Xxxx 0000 Associates Limited Partnership, Venturer
		By:		GDHI Limited Partnership, General Partner
				By:		Xxxxx Consolidated Investments, Inc., General Partner
						By:		/s/ Xxxxx X. Xxxxx
								Xxxxx X. Xxxxx Senior Vice President
“Tenant”
NEWSTAR FINANCIAL, INC.
By:		/s/ Xxxxxxx X. Xxxxxx
		Name:		Xxxxxxx X. Xxxxxx
		Title:		CEO
By:		/s/ R. Xxxxx Xxxxxxx
		Name:		R. Xxxxx Xxxxxxx
		Title:		Managing Director

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EXHIBIT A

Floor Plan

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EXHIBIT A

XXXXXXXX XXXXXX

Xxxxx 00

Xxxxxx Xxxx

EXHIBIT A-l

Description of Land

That certain parcel of land on the south side of Boylston Street, the east side of Clarendon Street and the north side of St. Xxxxx Avenue in Boston, Suffolk County, Massachusetts, along with all buildings and other improvements thereon, shown as Lot A on a plan of land entitled “000 Xxxxxxxx Xxxxxx Subdivision Plan of Land in Boston, MA, Suffolk County” dated 21 January 1986, revised 27 February 1986, by Survey Engineers of Boston and recorded with Suffolk Deeds at the end of Book 12397, which parcel is bounded and described according to the plan as follows:

Beginning at the northwest corner of the premises at the southeasterly corner of the intersection of Boylston and Clarendon Streets; thence running

NORTH 69 45’00” EAST by Boylston Street, 322.37 feet; thence

SOUTH 20 15’00” EAST by land formerly of the Mill Dam Trust and of New England Mutual Life Insurance Company, 249.97 feet to St. Xxxxx Avenue; thence

SOUTH 69 44’51” WEST by St. Xxxxx Avenue, 322.34 feet to the northeast corner of the intersection of St. Xxxxx Avenue and Clarendon Street; thence

NORTH 20 15’31” WEST by Clarendon Street, 249.98 feet to the point of beginning.

Containing, according to the plan, 80,581 square feet of land, more or less.

Included within the above-described parcel are three parcels of registered land bounded and described as follows:

NORTHERLY by the southerly line of Boylston Street, 28.30 feet;

EASTERLY by land formerly of the Mill Dam Trust, 125 feet;

SOUTHERLY by land formerly of New England Mutual Life Insurance Company, 28.30 feet; and

WESTERLY by land formerly of New England Mutual Life Insurance Company, 125 feet.

This first registered parcel is shown on a plan drawn by Survey Engineers of Boston and filed with the Engineering Office of the Land Court in Boston. Massachusetts as Plan No. 2025B, being a subdivision of the land described in Suffolk Registry District Certificate of Title No. 94648 in Registration Book 469, Page 48.

Second Registered Parcel

That certain parcel of land situated in said Boston, bounded and described as follows:

NORTHWESTERLY by the southeasterly line of Xxxxxxxx Xxxxxx, 00 feet;

NORTHEASTERLY by land now or formerly of Xxxxxxx X. Xxxxxxxxxx, the line running in part through the middle of a party wall, 125 feet;

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SOUTHEASTERLY by land of New England Mutual Life Insurance Company, 24 feet; and

SOUTHWESTERLY by land now or formerly of Xxxxxxxxx Xxxx, the line running in part through a party wall, 125 feet.

All of said boundaries are determined by the Court to be located as shown on a plan drawn by Xxxxxxxxx & Lincoln, Civil Engineers, dated May 13, 1912, as approved by the Court, filed in the Land Registration Office as Plan No. 3811 A, a copy of a portion of which is filed with Certificate of Title No. 4596.

Third Registered Parcel

That certain parcel of land situated in said Boston, bounded and described as follows:

NORTHWESTERLY by the southeasterly line of Boylston Street, 72.23 feet;

NORTHEASTERLY by land now or formerly of Xxxxxx X. Xxxxxxx, the line in part running through the middle of a 12” brick party wall, 125 feet;

SOUTHEASTERLY by land of New England Mutual Life Insurance Company, 72.23 feet; and

SOUTHWESTERLY by land now or formerly of Xxxxxx X. Xxxxxxxxxx, the line in part running through the middle of a 12” brick party wall, 125 feet.

All of said boundaries are determined by the Court to be located as shown upon plan numbered 32268A which is filed with Certificate of Title No. 72280.

For title to the second and third registered parcels, see Certificate of Title No. 73005 in Registration Book 361 at Page 5.

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EXHIBIT B

Initial Improvement of the Leased Premises

B.1 Construction Documents. Landlord has approved the preliminary lay-out plan attached to this Exhibit B. Tenant shall prepare, at Tenant’s expense (subject to reimbursement from the Tenant Work Allowance), and deliver to Landlord detailed plans and specifications (the “Construction Documents”) showing all Tenant Improvement work required to prepare the Leased Premises for Tenant’s initial occupancy (“Tenant’s Initial Construction”) subject to all of the terms and requirements set forth in the Lease. Such Construction Documents shall meet or exceed the level of Building Standard Improvements and substantially conform to Exhibit B-1 hereof. Landlord shall have the right to approve the Construction Documents and Tenant’s Contractor (which approvals shall not be unreasonably withheld) in the manner set forth in Section 4.07 of the Lease. Landlord shall review and approve (or provide comments on) the Construction Documents within seven (7) Business Days after their submission or resubmission to Landlord (or such longer period as any special features of the proposed improvements may reasonably require).

B.2 Tenant Work Allowance. Landlord shall provide Tenant with an allowance for the costs (the “Allowance Costs”) of constructing Tenant’s Initial Construction in the Leased Premises for Tenant’s initial occupancy (including, without limitation, architectural and engineering fees with respect thereto) in an amount not to exceed the Tenant Work Allowance set forth in the Basic Lease Information sheet. Tenant may requisition up to $5 per square foot of Net Rentable Area of the Leased Premises from the Tenant Work Allowance for design and other so-called soft costs incurred. All construction and design costs for the Leased Premises in excess of the Tenant Work Allowance shall be paid for entirely by Tenant, and Landlord shall not provide any reimbursement therefor.

The Tenant Work Allowance is sometimes referred to as the “Allowance.” The Allowance shall be disbursed as requisitioned by Tenant not more frequently than monthly, within thirty (30) days after requisition in accordance herewith. For each disbursement, Tenant shall submit a requisition package to Landlord, with an itemization of the costs being requisitioned, a certificate by an officer of Tenant that all such costs are Allowance Costs and have been incurred by Tenant, and appropriate back-up documentation including, without limitation, lien releases (in a form reasonably specified or approved by Landlord) and invoices and bills. (If an invoice has not previously been paid by Tenant, at Tenant’s request Landlord shall fund the disbursement directly to Tenant’s general contractor, provided that such funding shall not be deemed an assumption by Landlord of any obligation under Tenant’s construction contract.) Tenant may use up to a maximum of ten percent (10%) of the Allowance for telecommunication wiring. Tenant shall not be entitled to any unused portion of the Tenant Work Allowance that is not requisitioned within one (1) year after the Term Commencement Date. Landlord shall have no obligation to disburse any portion of the Tenant Work Allowance at any time when there exists an Event of Default under the Lease.

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B.3 Tenant Work. Tenant’s Initial Construction and all Tenant Improvements in the Leased Premises shall be constructed by Tenant in accordance with, and subject to, the provisions of the Lease. Any structural work, to the extent (if any) required to reinforce portions of the floor of the Leased Premises for filing rooms or similar uses, shall be done with Landlord’s reasonable prior approval under Section 4.07, specifically including any Landlord requirements concerning access to adjacent tenant areas. Landlord shall not be responsible for any aspects of the design or construction of Tenant’s Initial Construction or other Tenant Improvements, the correction of any defects therein, or any delays in the completion thereof. Landlord shall not charge any construction coordination management fee for Tenant’s Initial Construction, nor be required to perform any construction coordination services with respect to such work.

B.4 Early Access. Prior to the Term Commencement Date, Tenant may enter the Leased Premises for the performance of Tenant’s Initial Construction (including the installation of its wiring, furniture, equipment, or personal property, and the testing of computer and other equipment prior to the conduct of business) commencing on the date that is the later of (i) Landlord’s approval of Tenant’s plans for Tenant’s Initial Construction, (ii) Landlord’s approval of Tenant’s Contractor, and (iii) Landlord’s receipt of copies of all necessary permits for Tenant’s Initial Construction. Such early access to the Leased Premises shall be on all of the terms and conditions of the Lease, except the obligation to pay Gross Rent. Tenant shall be responsible for any damage to the Leased Premises caused by Tenant or its employees, agents, contractors, subcontractors, material suppliers and laborers.

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EXHIBIT X-x

Minimum Information Required

Floor Plans Showing:

1. Location and type of all partitions.

2. Location and type of all doors - indicate hardware and provide keying schedule.

3. Location and type of glass partitions, windows and doors - indicate framing if not Building Standard.

4. Location of telephone equipment accompanied by an approval of the telephone company.

5. Critical dimensions necessary for construction.

6. Location of all Building Standard electrical items - outlets, switches, telephone outlets (Building Standard lighting will be determined by Landlord’s architect).

7. Location and type of all non-Building Standard electrical items including lighting.

8. Location and type of equipment that will require special electrical requirements. Provide manufacturer’s specifications for use and operation.

9. Location, weight per square foot and description of any exceptionally heavy equipment or filing system exceeding 50 psf live load.

10. Requirements for special air conditioning or ventilation.

11. Type and color of floor covering.

12. Location, type and color or wall covering.

13. Location, type and color of Building Standard and non-Building Standard paint or finishes.

14. Location and type of plumbing.

15. Location and type of kitchen equipment.

Details Showing:

1. All millwork with verified dimensions and dimensions of all equipment to be built in.

2. Corridor entrance.

3. Bracing or support of special walls, glass partitions, etc., if desired. If not included with the space plan, the Landlord’s architect will design all support or bracing required at Tenant’s expense.

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EXHIBIT B-2

Building Standard Improvements

Building Standard Improvements shall consist of:

A. Partitions.

One (1) linear foot of ceiling height partition per fifteen (15) square feet of Buildable Area. All required partitions will be 5/8" gypsum board, painted with two coats of latex on 2 1/2" metal studs 24" on center, with 2 1/2" base.

B. Doors and Hardware.

One (1) full height, solid core, mahogany veneer door with a metal frame and lever handle latch set hardware per three hundred seventy five (375) square feet of Buildable Area.

C. Ceiling.

A 12" x 12" x 5/8" thick fissured-type mineral fiber concealed grid acoustical ceiling throughout the Leased Premises.

or:

A 2’ x 2’ x 3/4" thick ceiling tile, Xxxxxxxxx Ultima DuraBrite surface of like, set in a 9/16” bolt-slot grid system with 1/8” reveal, Xxxxxxxxx Silhouette XL, throughout the Leased Premises.

D. Lighting.

One (1) 2’ x 4’ recessed florescent lighting fixture with anodized aluminum parabolic shaped louvers, including initial xxxxxxx, per eighty-five (85) square feet of Buildable Area. Common Areas and Building Common Areas on all office floors shall have lighting selected by Landlord.

or:

One (1) 2’ x 2’, 2 lamp florescent lighting fixture with anodized aluminum perforated metal light basket, and reflector, including initial xxxxxxx, per sixty-five (65) square feet of Building Area, (not to exceed 65 xxxxx per fixture)

E. Electrical Outlets.

One (1) duplex wall-mounted 1.5 amp, 120 volt convenience outlet mounted at standard locations with white plastic cover plate for each one hundred fifty (150) square feet of Buildable Area.

F. Telephone Outlets.

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One (1) telephone wall outlet mounted at standard locations for each two hundred (200) square feet of Buildable Area with pull wire through the partition.

G. Floor Covering.

Building standard carpets.

H. Switch.

One (1) single way light switch, rocker type, mounted at standard locations with white plastic cover plate for each three hundred seventy five (375) square feet of Buildable Area.

I. Window Covering.

Horizontal aluminum one-inch slat blinds for exterior windows.

J. Fire Safety Systems.

Flush ceiling mounted fire sprinkler heads to conform with Tenant partition, layout utilizing the Building Standard partition, ceiling, and lighting, for light hazard occupancy design criteria. Up to one sprinkler head per 125 square feet of Buildable Area. Manual fire alarm pull stations, exit lights, and audio fire alarm speakers shall be provided at the Building stair doors and elevator lobbies.

K. HVAC.

The HVAC system for the Leased Premises to suit the aforementioned Building Standard Improvements utilizing the Building Standard lighting fixtures for air distribution.

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EXHIBIT C

BUILDING RULES AND REGULATIONS

FOR FIVE HUNDRED BOYLSTON (THE “BUILDING”)

1. The sidewalks, doorways, halls, stairways, vestibules and other similar areas shall not be obstructed or used for any purpose other than ingress to and egress from Tenants’ respective leased premises, and for going from one part of the Building to another part.

2. Plumbing fixtures shall be used only for their designated purpose, and no substances of any kind shall be deposited therein which they are not designed to handle. Damage to any such fixture resulting from misuse by any Tenant or its employees or invitees shall be repaired at the expense of such Tenant.

3. Signs, advertisements, graphics, or notices visible in or from public corridors shall be subject to Landlord’s written approval. Nails, screws, and other attachments to the Building require prior written consent from Landlord. Upon the removal of sign, notice or graphic from a building door or public corridor the Tenant is responsible for returning the surface to its original condition.

4. Landlord will provide and maintain an alphabetical directory board for all office tenants of the Building in accordance with each Tenant’s lease on the first floor (main lobby) of the Building, the size, design and location to be determined by Landlord. No other directory shall be allowed.

5. All contractors and technicians rendering any installation service to tenants shall be subject to Landlord’s approval and supervision prior to performing services. This applies to all work performed in the Building, including, (but not limited to) installation of telephone, telegraph equipment and electrical devices, windows, ceilings, and any other physical portion of the Building.

6. Movement in to, inside or out of the Building of furniture, office equipment, or other bulky material which requires the use of elevators, stairways, or Building entrance and lobby shall be restricted to hours established by Landlord. All such movements shall be restricted to the Building’s freight elevators. Prearrangements with Landlord should be made regarding the time, method, and routing of movement, and tenants shall assume all risks of damages to articles moved and injury to persons or public resulting from such moves. Landlord shall not be liable for any acts or damages resulting from any such activity.

7. Any damage to the Building by the movement of a Tenant’s property, or done by a Tenant’s property while in the Building, shall be repaired at such Tenant’s expense.

8. Landlord shall have the power to reasonably prescribe the weight and position of safes and other heavy equipment, which shall in all cases, to distribute weight, stand on supporting devices approved by Landlord. In addition, Tenants shall obtain written approval of Landlord prior to installation or subsequent relocation of any safes or heavy equipment. Tenants shall be responsible for all costs associated with said installation or relocation, including, but not limited to engineering analysis and structural changes.

9. All routine deliveries to the premises shall be made between the hours of 6:00 a.m. and 6:00 p.m. weekdays (other than holidays) unless other arrangements are approved in advance by the Building management office, and only shall be made through the freight

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elevators. Passenger elevators are to be used only for the movement of persons, unless an exception is approved by the Building management office. Courier use of passenger elevators shall be limited to Business Hours during Business Days unless otherwise approved by Landlord. Delivery hours are subject to change by Landlord. Tenants will adhere to any peak delivery restrictions implemented by the City of Boston. Delivery personnel/companies who do not adhere to building rules can be bared from the property by the Property Manager.

10. Corridor doors shall be kept closed.

11. Tenants shall cooperate with Landlord in maintaining their leased premises in accordance with the leases. Unless otherwise approved by Landlord office, Tenants shall not employ any person for the purpose of cleaning the leased premises other than the Building’s cleaning and maintenance personnel.

12. Deliveries of water, soft drinks, newspapers, or other such items to any Tenant’s leased premises shall be made only be suppliers approved by Landlord, and shall be restricted to hours established by Landlord and made by use of the freight elevators, if Landlord so directs.

13. Nothing shall be swept or thrown into the corridors, halls, elevator shafts, or stairways. No birds, fish, or animals of any kind shall be brought into or kept in, on or about any Tenant’s leased premises.

14. Restaurants excluded, no cooking shall be done in any Tenant’s leased premises except in connection with convenience lunch room or beverage service for employees and guests (on a non-commercial basis). All permitted cooking shall be done in a manner which complies with all of the provisions of the Tenant’s lease and which does not produce fumes or odors. All cooking facilities shall be subject to approval of Landlord and must be approved by all applicable state and municipal authorities.

15. Food, soft drink or other vending machines shall not be placed within any Tenant’s leased premises without Landlord’s prior written consent.

16. No Tenant shall use or keep on its leased premises any kerosene, gasoline, or inflammable or combustible fluid or material other than limited quantities reasonably necessary for the operation and maintenance of office equipment. No Tenant shall use or keep any noxious gas or substances in its leased premises, or permit its leased premises to be used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business therein. All equipment causing vibrations shall be isolated.

17. Office Tenants shall not tamper with or attempt to adjust temperature control thermostats in their leased premises. Landlord shall make adjustments in thermostats on call from Tenants.

18. Tenants shall comply with all requirements necessary for the security of their leased premises and the Building, including the use of service passes issued by Landlord for after hours movement of office equipment/packages, and signing security register in Building lobby after hours.

19. Landlord will furnish each Tenant with a reasonable number of initial keys for entrance doors into its leased premises, and may charge for additional keys thereafter. All such

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keys shall remain the property of Landlord. No additional locks will be allowed on any door of any leased premises without Landlord’s prior written consent and Tenants shall not make any duplicate keys, except those provided by Landlord. Upon termination of this Lease, each Tenant shall surrender to Landlord all keys to its leased premises, and give to Landlord the combination of all locks for safes and vault doors, if any, in the leased premises.

20. Canvassing, peddling, soliciting and distribution of hand-bills in the Building are prohibited and each Tenant will cooperate to prevent these activities.

21. Tenants shall not make or permit any improper noises in the Building or otherwise interfere in any way with other Tenants or persons having business with them.

22. Landlord will not be responsible for lost or stolen personal property, money or jewelry from any Tenant’s leased premises or public areas, regardless of whether such loss occurs when such area is locked against entry or not.

23. Building emergency stairs shall only be used for emergency purposes.

24. Tenant will work with Landlord in informing and enforcing building delivery rules with Tenant’s delivery personnel, agents or invitees.

25. The building common areas including the garage and exterior are non smoking areas. Tenants who permit smoking within their leased premises shall control the smoke and odor so it is not offensive or does not interfere with other building Tenants.

26. All Tenants will cooperate with Landlord and abide with local code in the testing and servicing of the Building life safety system.

27. Landlord reserves the right to modify or rescind any of these rules and regulations and to make future rules and regulations required for the safety, protection, and maintenance of the Building, the operation and preservation of good order thereof, and the protection and comfort of the Tenants and their employees and their visitors. Such rules and regulations, when made and written notice given to a Tenant, shall be binding upon such Tenant as if originally herein prescribed.

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EXHIBIT D

Letter of Credit Requirements

The letter of credit shall be for the amount specified in the Lease to which this Exhibit is attached (as renewed, replaced, and/or reduced pursuant to the Lease or this Exhibit, the “Letter of Credit”). The Letter of Credit (i) shall be irrevocable and shall be issued by a commercial bank reasonably acceptable to Landlord that has an office in Boston, Massachusetts, New York City, or other location approved by Landlord, (ii) shall require only the presentation to the issuer of a certificate of the holder of the Letter of Credit stating that Landlord is entitled to draw on the Letter of Credit pursuant to the terms of the Lease, (iii) shall be payable to Landlord (or its successor in interest as the Landlord upon any transfer of the Letter of Credit in accordance herewith) and shall be transferable to any such successor or any lender holding a collateral assignment of Landlord’s interest in the Lease, (iv) shall be for an initial term of not less than one year and contain a provision that such term shall be automatically renewed for successive one-year periods unless the issuer shall, at least 45 days prior to the scheduled expiration date, give Landlord notice of such nonrenewal, and (v) shall otherwise be in form and substance reasonably acceptable to Landlord. Notwithstanding the foregoing, the term of the Letter of Credit for the final period shall be for a term ending not earlier than the date thirty (30) days after the last day of the Term.

Landlord shall be entitled to draw upon the Letter of Credit for its full amount or any portion thereof if (a) Tenant shall fail to perform any of its obligations under this Lease after the expiration of any applicable notice and cure period (or fail to perform any of its obligations under the Lease and transmittal of a default notice is barred by applicable law), or (b) not less than 30 days before the scheduled expiration of the Letter of Credit, Tenant has not delivered to Landlord a new Letter of Credit in accordance with this Exhibit. Landlord may, but shall not be obligated to, apply the amount so drawn to the extent necessary to cure Tenant’s failure to pay. Any amount drawn in excess of the amount applied by Landlord to cure any such failure shall be held by Landlord as a cash security deposit under Section 4.17 of the Lease for the performance by Tenant of its obligations under the Lease. After any such application by Landlord of the Letter of Credit or security deposit, Tenant shall reinstate the Letter of Credit to the amount originally required to be maintained under the Lease, upon demand (it being understood that such reinstatement obligation shall take into account both the then undrawn amount of the Letter of Credit and any unapplied cash security deposit then held by Landlord). If Tenant is then not in default under the Lease (after applicable notice and cure period), within thirty (30) days after the expiration or sooner termination of the Term the Letter of Credit and any security deposit, to the extent not applied, shall be returned to the Tenant, without interest.

In the event of a sale of the Building or lease or other conveyance (each a “transfer” to a “transferee”) of the Building, Landlord shall transfer the Letter of Credit or security deposit to the transferee which succeeds to the interest of the Landlord under this Lease. Upon such transfer, the transferring Landlord shall be released by Tenant from all liability for the return of such security, and Tenant agrees to look to the transferee solely for the return of said security. The provisions hereof shall apply to every transfer or assignment made of the security to such a transferee. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the Letter of Credit or the monies deposited herein as security, and that neither Landlord nor its successors or assigns shall be bound by any assignment, encumbrance, attempted assignment or attempted encumbrance.

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EXHIBIT E

CLEANING SPECIFICATIONS

Cleaning Specifications.

A. Daily Services - General

1. Empty trash cans.

2. Dust all horizontal surfaces, desks, chairs, files, telephones, picture frames, etc. Computers will not be dusted.

3. Damp wash and wipe dry plastic or Formica desktops free of papers.

4. Clean and sanitize drinking fountains.

5. Spot clean all windows glass, including lobby doors for fingerprints and smudges.

6. Dust mop and spot clean all tiled areas.

7. Vacuum carpeted traffic areas daily, wall to wall once per week.

B. Daily Services - Restrooms

1. Remove trash and clean receptacles.

2. Clean and sanitize lavatories, commodes, and urinals.

3. Clean out corners and edges.

4. Clean mirrors.

5. Spot clean wall tile and partitions.

6. Replenish supplies.

7. Sweep floor.

8. Mop and disinfect floor as necessary.

C. Daily Services - Elevators

1. Clean light lenses and replace burned out bulbs.

2. Spot clean walls.

3. Clean edges, corners, and tracks.

4. Vacuum carpet.

D. Daily Services - Street Level

1. Sweep all marble and/or granite public areas.

2. Clean all glass entrance ways and side panels.

3. Empty all ash urns.

4. Spot clean marble and/or granite walls.

5. Dust all horizontal edges.

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E. Weekly Services - Stairways

1. Sweep from top to bottom.

2. Dust handrails and ledges.

3. Dust lights between floors.

F. Weekly Services - Marble/Granite Floors

1. Mop and/or wash all public areas.

G. Monthly Services - Tile Floors

1. Clean and wash all traffic lanes and other “high wear” areas.

H. Annual Services General

1. Clean inside of all exterior windows.

2. Clean all fluorescent light fixture lenses.

3. Wash down all restroom walls and partitions.

I. Services as required

1. Spot clean carpeted areas.

2. Shampoo public areas outside tenant space.

3. Damp mop all tile floors.

4. Strip and recoat all tile floors.

J. Services - Building Exterior

1. Daily

a. Police building perimeter for trash.

b. Remove trash from tree xxxxx and planters.

K. Services - Day Crew

1. Police and replenish supplies in all restrooms.

2. Vacuum all passenger elevators twice each day.

3. Clean and vacuum garage elevators.

4. Clean all ash urns twice each day.

5. Clean all glass entrance doors in main lobby.

6. Dust mop and/or damp mop all marble and/or granite floors in main lobby once each day.

7. Clean all windows on building perimeter at street level as needed.

8. Clean service area, hallway, and dock area.

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PARKING ADDENDUM

Tenant shall have the right to park in the garage located within the Building a total of four (4) automobiles. (On reasonable prior notice by Tenant, Landlord will permit one (1) of the spaces to be set aside as reserved spaces in a location determined by the Landlord within the Project’s garage.) If Tenant relinquishes any such parking rights during the Term, Tenant shall not be required to pay any fee or penalty for any relinquished space, shall no longer have a right to the relinquished space, and thereafter may recover use of such relinquished unreserved spaces solely upon a space-available basis. Rates charged by Landlord or its operator for such parking shall be the prevailing market rate for parking in such location as established by Landlord or its operator from time to time, which rate at the time of execution of this Lease is $350.00 per space per month for non-reserved spaces and $500.00 per space per month for reserved spaces. In addition, subject to then prevailing availability, Tenant may use up to an additional ten (10) unreserved spaces in the garage on a non-reserved, “month-to-month” basis (terminable by either party on at least thirty (30) days’ prior notice effective as of the end of a calendar month) at the same non-reserved rate. Tenant’s right to use of the parking shall be subject to (i) timely payment of the parking rate as established from time to time, (ii) such further rules and regulations as Landlord or its operator may establish from time to time, and (iii) all applicable laws, ordinances, rules and regulations.

Tenant shall encourage these spaces to be used by Multi-rider vehicles. A 10% discount will be provided on monthly parking rates for all registered carpools and vanpools.

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