Exhibit 10 (e)
LEASE
LANDLORD: Theodore Pasquarello and Eileen Pasquarello,
as Trustees of The Paris Trust
TENANT: New England Business Service, Inc.
PREMISES: 49,700 square feet of space in the building
(the "Building") located at 31 Union Avenue,
Sudbury, MA 01776 and substantially as shown
on Exhibit A
TABLE OF CONTENTS
Page
ARTICLE I REFERENCE DATA
1.1 Subjects Referred to 1
ARTICLE II PREMISES
2.1 Lease of Premises 4
2.2 Appurtenant Rights and Reservations 4
ARTICLE III TERM OF THE LEASE
3.1 Preparation for Occupancy and Possession 5
3.2 Commencement and Expiration of Term 5
ARTICLE IV FIXED RENT
4.1 Fixed Rent 6
ARTICLE V TAX CHARGES
5.1 Definitions 6
5.2 Additional Rent 6
5.3 Refund of Taxes 7
ARTICLE VI OPERATING EXPENSES
6.1 Definitions 7
6.2 Additional Rent 7
ARTICLE VII USE OF PREMISES
7.1 Permitted Uses 8
7.2 Installations and Alterations by Tenant 8
ARTICLE VIII ASSIGNMENT AND SUBLETTING
8.1 Prohibition 10
8.2 Other Requirements and Provisions 10
ARTICLE IX RESPONSIBILITY FOR REPAIRS AND
CONDITION OF PREMISES
9.1 Landlord Repairs and Maintenance 12
9.2 Tenant's Agreement 13
9.3 Heavy Machinery 14
9.4 Utilities 14
9.5 Interruption or Curtailment of Services 14
ARTICLE X INDEMNITY AND INSURANCE
10.1 Tenant's Indemnity 14
10.2 Insurance 15
10.3 Tenant's Risk 16
10.4 Injury Caused by Third Parties 16
10.5 Landlord's Insurance 16
ARTICLE XI LANDLORD'S ACCESS TO PREMISES
11.1 Landlord's Rights 16
ARTICLE XII DAMAGE OR DESTRUCTION
12.1 Restoration 17
12.2 Rent 18
ARTICLE XIII CONDEMNATION
13.1 Termination of Lease 18
13.2 Awards 19
ARTICLE XIV DEFAULT
14.1 Tenant's Default 19
ARTICLE XV MISCELLANEOUS PROVISIONS
15.1 Extra Hazardous Use 23
15.2 Waiver 24
15.3 Covenant of Quiet Enjoyment 24
15.4 Force Majeure, etc. 25
15.5 Assignment of Rents and Transfer of Title 25
15.6 Rules and Regulations 25
15.7 Additional Charges 26
15.8 Invalidity of Particular Provisions 26
15.9 Provisions Binding 26
15.10 Notices 26
15.11 When Lease Becomes Binding 26
15.12 Paragraph Headings 27
15.13 Rights of Mortgagee and Ground Lessor 27
15.14 Estoppel Certificates 28
15.15 Remedying Defaults 28
15.16 Holding Over 29
15.17 Surrender of Premises 29
15.18 Payments by Tenant 30
ARTICLE XVI BROKERAGE
16.1 Brokerage 30
ARTICLE XVII ENVIRONMENTAL MATTERS
17.1 Indemnification 30
17.2 Third Party Claims 31
17.3 Response Actions 33
17.4 Successors and Assigns 33
ARTICLE XVIII EXCULPATORY CLAUSE
18.1 Limitation on Liability 34
18.2 Actions Against Landlord 34
ARTICLE XIX SUBMISSION TO JURISDICTION, ETC.
19.1 Governing Law 34
19.2 Recovery of Fees 34
<PAGE
LEASE
-----
This Lease is entered into as of this 31st day of
March, 1997, by and between Theodore Pasquarello and
Eileen Pasquarello, not individually but as Trustees of
The Paris Trust under Declaration of Trust dated October
30, 1981 (hereinafter referred to as "Landlord") and New
England Business Service, Inc., a Delaware corporation
(hereinafter referred to as "Tenant").
WHEREAS, Landlord is the owner of the Property, as
defined in Paragraph 1.1 hereof; and
WHEREAS, Tenant desires to lease the Premises from
Landlord and Landlord desires to lease such Premises to
Tenant;
NOW, THEREFORE, in consideration of the mutual
promises, covenants and conditions hereinafter contained,
and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and
Tenant agree as follows:
ARTICLE I
---------
REFERENCE DATA
1.1: SUBJECTS REFERRED TO.
Each reference in this Lease to any of the following
subjects shall be construed to incorporate the data stated
for that subject in this Section 1.1:
LANDLORD'S ADDRESS: 490 Boston Post Road
Sudbury, MA 01776
Attention: Theodore Pasquarello
TENANT'S
ORIGINAL ADDRESS: 500 Main Street
Groton, MA 01471
PREMISES: The Premises consist of 49,700 square
feet of space in the building (the
"Building") located at 31 Union Avenue,
Sudbury, MA 01776 and substantially as
shown on Exhibit A. The term "Initial
Premises" shall mean the portion of the
Premises which was occupied by Chiswick
Trading, Inc, and as shown on Exhibit A,
consisting of 30,500 square feet of
space. The term "Expansion Premises"
shall mean that portion of the Premises
currently occupied by New England Door
and as shown on Exhibit A, consisting of
19,200 square feet of space.
PROPERTY: The land with the buildings thereon
located at 31 Union Avenue and
490 Boston Post Road, Sudbury, MA.
COMMENCEMENT DATE: April 1, 1997 as to the Initial Premises
(the "Initial Commencement Date") and
the later to occur of July 1, 1997 or
ten (10) days after New England Door
vacates the Expansion Premises (the
"Expansion Commencement Date")
FIXED RENT:
INITIAL PREMISES:
Period Rent
- ------ ----
4/1/97-3/31/2000 $152,500 annually, payable in equal
monthly installments of $12,708.33
4/1/2000-3/31/2003 $161,650 annually, payable in equal
monthly installments of $13,470.83
4/1/2003-3/31/2007 $171,349 annually, payable in equal
monthly installments of $14,279.08
EXPANSION PREMISES:
Period Rent
- ------ ----
Expansion C.D.-
3/31/2000 $96,000 annually, payable in equal
monthly installments of $8,000.00
4/1/2000-3/31/2003 $101,760 annually, payable in equal
monthly installments of $8,480.00
4/1/2003-3/31/2007 $107,865.60 annually, payable in equal
monthly installments of $8,988.80
TENANT'S SHARE OF
OPERATING EXPENSES:
INITIAL PREMISES:
Period Tenant's Share of Operating Expenses
- ------ ------------------------------------
4/1/97-3/31/2000 $15,250 annually, payable in equal
monthly installments of $1,270.83
4/1/2000-3/31/2003 $16,165 annually, payable in equal
monthly installments of $1,347.08
4/1/2003-3/31/2007 $17,134.90 annually, payable in equal
monthly installments of $1,427.91
EXPANSION PREMISES:
Period Tenant's Share of Operating Expenses
- ------ ------------------------------------
Expansion C.D.-
3/31/2000 $9,600 annually, payable in equal
monthly installments of $800.00
4/1/2000-3/31/2003 $10,176 annually, payable in equal
monthly installments of $848.00
4/1/2003-3/31/2007 $10,786.56 annually, payable in equal
monthly installments of $898.88
PERMITTED USE: Warehousing, storage and distribution
of materials in connection with or
relating to Tenant's current business
as conducted as of the date of this
Lease. Permitted Use includes general
office use in connection with
warehousing, storage and distribution
activities.
PUBLIC LIABILITY
INSURANCE LIMITS: $5,000,000 per occurrence for bodily
injury (including death) and $1,000,000
per occurrence for property damage
TERM: Ten (10) years from the Initial
Commencement Date unless sooner
terminated as herein provided
ARTICLE II
----------
PREMISES
2.1 LEASE OF PREMISES. Landlord hereby demises and
leases to Tenant, and Tenant hereby accepts from Landlord,
the Premises, for the Term of this Lease and subject to
any and all existing encumbrances, conditions, covenants,
easements, restrictions, rights of way and other matters
of record and to such matters as may be disclosed by
inspection or survey and subject to and with the benefit
of the terms, covenants, conditions and provisions of this
Lease. Attached hereto as Exhibit B is a copy of a title
policy dated December 31, 1991 insuring the Property.
Landlord makes no representation or warranty concerning
title to the Property.
2.2 APPURTENANT RIGHTS AND RESERVATIONS. (A) Tenant
shall have, as appurtenant to the Premises, the non-
exclusive right to use, and permit its invitees to use in
common with others, public or common lobbies, hallways,
and common walkways, driveways and parking areas located
on the Property, and, if the portion of the Premises on
any floor includes less than the entire floor, the common
toilets and corridors of such floor; but such rights shall
always be subject to rules and regulations from time to
time reasonably established by Landlord and to the right
of Landlord to designate and change from time to time
areas and facilities to be used provided that such changes
will not materially adversely affect Tenant's use of,
access to, or conduct of business in the Premises.
Landlord agrees to provide parking on the Property to
Tenant in accordance with the requirements of the zoning
by-law in existence as of the date of this Lease and
applicable to Tenant's use of the Premises as of the date
of this Lease.
(B) Excepted and excluded from the Premises are the
ceiling, floor, perimeter walls and exterior windows,
except the inner surfaces of each thereof, but the entry
doors to the Premises are a part thereof; and Tenant
agrees that Landlord shall have the right to place utility
lines, pipes and the like in, over and upon the Premises
and to make such other reasonable modifications to the
systems servicing the Building and the Premises as
Landlord deems desirable from time to time. Landlord
shall use reasonable efforts to reduce and minimize any
interruption of Tenant's use and enjoyment of the Premises
in performing such work. Tenant shall install and
maintain, as Landlord may require, proper access panels in
any hung ceilings or walls as may be installed by Tenant
in the Premises to afford access to any facilities above
the ceiling or within or behind the walls.
ARTICLE III
-----------
TERM OF THE LEASE
3.1 AS-IS CONDITION. Tenant agrees that it has
inspected and examined, or caused to be inspected and
examined, the Premises and that it is fully familiar and
satisfied with the physical condition and state of repair
thereof, and Tenant does hereby agree to accept the
Premises in their existing condition and state of repair
"as is". Except as expressly otherwise provided herein,
Landlord shall have no obligation to do any work or make
any installation or alteration of any kind to the
Premises. Nothing in the foregoing sentence shall be
construed to reduce Landlord's obligations under Section 9.1
below. Except as otherwise expressly set forth in this
Lease, any work performed in the Premises by Tenant shall
be done at Tenant's sole cost and expense, in accordance
with the terms of Section 7.2.
3.2 COMMENCEMENT AND EXPIRATION OF TERM. The term
of this Lease (herein referred to as the "Term") shall
commence on the Initial Commencement Date, as defined in
Section 1.1 as to the Initial Premises and on the Expansion
Commencement Date as to the Expansion Premises and shall
terminate on March 31, 2007, unless sooner terminated as
herein provided (the "Expiration Date").
ARTICLE IV
----------
FIXED RENT
4.1 FIXED RENT. (A) Tenant agrees to pay to
Landlord, or as directed by Landlord, without offset,
abatement, deduction or demand the Fixed Rent. The Fixed
Rent shall be payable in lawful money of the United
States, in equal monthly installments, in advance, on the
first day of each and every calendar month during the Term
of this Lease at Landlord's Address, or at such other
place as Landlord shall from time to time designate by
notice.
(B) Fixed Rent for any partial month shall be
prorated on a daily basis.
(C) If any installment of Fixed Rent, additional
rent or any other sums due hereunder are not paid when due
and such failure shall continue for ten (10) days after
notice thereof, Tenant shall pay on demand, in addition to
any other additional charges due under this Lease, an
administrative fee equal to 2% of the overdue payment (the
"Late Fee"). Notwithstanding the foregoing, if any
installment of Fixed Rent, additional rent or any other
sums due hereunder are not paid by the due date on two or
more occasions during any 12-month period, Landlord shall
thereafter have the right to charge a Late Fee if any such
sums are not paid within ten (10) days of the due date.
ARTICLE V
---------
TAX CHARGES
5.1 DEFINITIONS.
For purposes of this Article V, "Real Estate Taxes"
shall mean all or any of the real estate taxes and
assessments imposed on the Property for the then current
Tax Year by any governmental authority having jurisdiction
upon the Property and Building, or any tax or assessment
to the extent hereafter imposed in substitution for such
real estate taxes and/or assessments. Real Estate Taxes
exclude income taxes and all estate, succession,
inheritance and transfer taxes. The term "Tax Year" shall
mean the period from July 1, 1996 through June 30, 1997
and each subsequent fiscal year thereafter.
5.2 ADDITIONAL RENT. Tenant shall pay to Landlord
during the Term of this Lease, as additional rent,
Tenant's Share of the Real Estate Taxes. Tenant's Share
of the Real Estate Taxes shall mean (i) 15.4% of the Real
Estate Taxes for the period from the Initial Commencement
Date through the Expansion Commencement Date and (ii)
25.23% of the Real Estate Taxes for the period from the
Expansion Commencement Date through the Expiration Date of
this Lease. If any Tax Year is only partially within the
Term, all payments pursuant hereto shall be appropriately
prorated, based on the portion of the Tax Year which is
within the Term. Landlord shall send to Tenant copies of
the tax bills for the Premises promptly upon receipt
thereof and Tenant shall remit Tenant's Share of the Real
Estate Taxes directly to Landlord within fifteen (15) days
of receipt of such bill.
5.3 REFUND OF TAXES. If Landlord receives any
refund of Real Estate Taxes for any Tax Year for which
Tenant has made a payment pursuant hereto, Landlord shall
(after deducting from such refund all reasonable expenses,
including reasonable attorneys' fees, incurred in
connection therewith) pay Tenant, if Tenant is not in
default hereunder, Tenant's Share of the refund.
ARTICLE VI
----------
OPERATING EXPENSES
6.1 DEFINITIONS.
For purposes of this Article VI, "Operating Expenses"
shall mean all expenses reasonably incurred by Landlord,
on an accrual basis, for the operation and maintenance of
the Property and all expenses incurred as a result of
Landlord's compliance with any of its obligations
hereunder, and shall include (without limitation),
depreciation of any expenditure for any capital
improvement which is intended to result in a reduction of
Operating Expenses and any and all expenses incurred by
Landlord in connection with compliance with any law, rule,
order, ordinance, regulation or requirement of any
governmental authority having or asserting jurisdiction or
any order, rule, requirement or regulation of any utility
company, insurer of Landlord or the New England Fire
Insurance Rating Association (or successor organization)
first applicable after the date hereof.
6.2 ADDITIONAL RENT. Tenant shall pay to Landlord
during the Term of this Lease, as additional rent,
Tenant's Share of Operating Expenses (as defined in
Article I hereof) in the same manner as described in Section
4.1 for the payment of Fixed Rent. Except as otherwise set
forth in Section 9.1(B), in no event shall Tenant's Share of
Operating Expenses exceed the amounts set forth in Article
I hereof.
ARTICLE VII
-----------
USE OF PREMISES
7.1 PERMITTED USES. (A) Tenant agrees that the
Premises shall be used and occupied by Tenant solely for
the Permitted Uses or for any uses permitted by applicable
zoning laws, provided that Tenant obtains Landlord's prior
written consent, which consent shall not be unreasonably
withheld.
(B) Tenant agrees to conform to the following
provisions during the Term of this Lease:
(1) Tenant will not place on the exterior of
the Premises (including both interior and exterior
surfaces of doors and interior surfaces of windows) or on
any part of the Building outside the Premises, any sign,
symbol, advertisement or the like which is visible to
public view outside of the Premises without the prior
written consent of Landlord, which consent shall not be
unreasonably withheld or delayed.
(2) Tenant shall not perform any act or carry
on any practice which may injure the Premises or the
Building or cause any offensive odors or loud noise or
cause a nuisance.
(3) Tenant shall, in its use of the Premises,
subject to Landlord's compliance with Article IX, comply
with all applicable laws and rules, orders, regulations
and requirements of all governmental and quasi-
governmental authorities having or asserting jurisdiction
and any insurer of Landlord or of all or any part of the
Building.
7.2 INSTALLATIONS AND ALTERATIONS BY TENANT. (A)
Tenant shall not make or perform, or permit the making or
performance of, any alterations, improvements, additions
or other physical changes in or about the Premises
(collectively, "Alterations") (other than non-structural
Alterations to the interior of the Premises costing less
than $20,000 in the aggregate during any 12 month period
and not affecting Building systems or reducing the value
or utility of the Building) without Landlord's prior
written consent. Landlord agrees not to unreasonably
withhold its consent to any Alterations which are
nonstructural, do not involve the Building's systems and
are not visible from outside the Building, provided that
such Alterations do not reduce the value or utility of the
Building. All Alterations shall be done at Tenant's
expense and at such times and in accordance with any
reasonable rules and regulations established by Landlord.
Prior to making any Alterations, Tenant (i) shall submit
to Landlord plans and specifications for each proposed
Alteration, (ii) shall, at its expense, obtain all
permits, approvals and certificates required by any
governmental or quasi-governmental bodies, and (iii) shall
furnish to Landlord duplicate original policies of
worker's compensation insurance (covering all persons to
be employed by Tenant and Tenant's contractors and
subcontractors in connection with such Alteration) and
comprehensive public liability (including property damage
coverage) insurance in such form, with such companies, for
such periods and in such amounts as Landlord may
reasonably require, naming Landlord and its agents as
additional insureds. All materials and equipment to be
incorporated in the Building as a result of all
alterations or improvements shall be of at least
comparable quality to the then existing improvements. No
such materials or equipment shall be subject to any lien,
encumbrance, chattel mortgage, title retention or security
agreement. All work performed by Tenant to the Premises
shall be done in compliance with all applicable laws and
regulations.
(B) All Alterations and all fixtures, paneling,
partitions, railings, equipment and like installations
installed in the Building at any time either by Tenant or
by Landlord on Tenant's behalf shall, upon installation,
become the property of Landlord (unless otherwise agreed
in writing by Landlord and Tenant) and remain upon and be
surrendered with the Premises unless Landlord, by notice
to Tenant given on or before the expiration of the Term of
this Lease, elects to relinquish Landlord's right thereto
and to have them removed by Tenant, in which event, they
shall be removed by Tenant at the expiration or earlier
termination of the Term of this Lease and at Tenant's
expense. Tenant shall repair any damage to the Premises
or the Building caused by any removal of such Alterations.
(C) All trade fixtures, articles of personal
property and all business machinery and equipment and
furniture owned or installed by Tenant solely at its
expense in the Premises ("Tenant's Removable Property")
shall, remain the property of Tenant and may be removed by
Tenant at any time prior to the expiration of this Lease,
provided that Tenant, at its expense, shall repair any
damage to the Premises or the Building caused by any
installation and/or removal of Tenant's Removable
Property.
(D) Notice is hereby given that Landlord shall not
be liable for any labor or materials furnished or to be
furnished to Tenant. Tenant shall not permit any
mechanic's or other lien for any such labor or materials
to attach to or affect the reversion or other estate or
interest of Landlord in and to the Premises or the
Property. Whenever and as often as any mechanic's lien
shall have been filed against the Premises or the Property
based upon any act of, or for work claimed to have been
done for, or materials furnished to, Tenant, or of, for or
to anyone claiming through Tenant, Tenant shall forthwith
take such action, by bonding, deposit or payment, as will
remove or satisfy the lien.
ARTICLE VIII
------------
ASSIGNMENT AND SUBLETTING
8.1 PROHIBITION. Tenant covenants and agrees that
neither this Lease nor the term and estate hereby granted,
nor any interest herein or therein, will be assigned
(including, without limitation, by operation of law),
mortgaged, pledged, encumbered or otherwise transferred,
and that neither the Premises nor any part thereof will be
encumbered in any manner by reason of any act or omission
on the part of Tenant, or used or occupied or permitted to
be used or occupied by anyone other than Tenant or for any
use or purpose except as may be permitted by Section 7.1, or
be sublet (which term, without limitation, shall include
granting of concessions, licenses and the like) in whole
or in part, without, in each instance, Tenant having first
received the express written consent of Landlord.
Landlord agrees that it will not withhold or delay consent
to subletting by a third party if, in Landlord's
reasonable discretion, Landlord is reasonably satisfied
that (i) the identity of such third party is of a type and
character suitable for a suburban warehouse/office
building, and (ii) the type of business that such third
party proposes to operate in the Premises is permitted
under applicable zoning regulations. If this Lease be
assigned, or if the Premises or any part thereof be sublet
or occupied by anyone other than Tenant, Landlord may
collect rent and other charges from the assignee,
subtenant or occupant, and apply the net amount collected
to the Fixed Rent and other charges herein reserved, but
no such assignment, subletting, occupancy or collection
shall be deemed a waiver of this covenant, the acceptance
of the assignee, subtenant or occupant as a tenant or a
release of Tenant from the further performance by Tenant
of its obligations hereunder. The consent by Landlord to
an assignment or subletting shall in no way be construed
to relieve Tenant or any successor from obtaining the
express consent in writing of Landlord to any further
assignment or subletting. Notwithstanding anything to the
contrary in the foregoing, no consent of Landlord shall be
required for (i) any sublease or occupancy agreement with
an entity controlled by, under common control with or
controlling Tenant; (ii) a pledge or assignment of
Tenant's interest in this Lease pursuant to a leasehold
mortgage; or (iii) an assignment of the Lease to any
successor of Tenant by merger, consolidation or
acquisition of all or substantially all the stock or
assets of Tenant; provided that (A) Tenant shall deliver
to Landlord at least 30 days' advance notice of any such
sublease or occupancy agreement or such leasehold
mortgage; (B) Tenant shall provide Landlord with complete
copies of any leasehold mortgage promptly after the
execution of any such mortgage; (C) in the case of a
merger, consolidation or sale, the net worth of Tenant's
successor (determined in accordance with generally
accepted accounting principles) immediately after such
merger, consolidation or sale is equal to or greater than
$60,000,000; and (D) Tenant shall remain liable for the
performance of Tenant's obligations hereunder during the
balance of the Term.
In any case where Landlord shall consent to such
assignment, subletting or use, Tenant shall remain fully
liable for Tenant's obligations under this Lease,
including, without limitation, the obligation to pay the
rent and other amounts provided under this Lease. At
Landlord's election, it shall be a condition of the
validity of any such assignment, that, upon Landlord's
request, the assignee shall agree directly with Landlord,
in form reasonably satisfactory to Landlord, to be bound
by all the obligations of Tenant, including, without
limitation, the obligation to pay rent and other amounts
provided under this Lease and the covenant against further
assignment, subletting and use.
8.2 OTHER REQUIREMENTS AND PROVISIONS.
(A) No assignment of this Lease shall be effective
unless and until Tenant delivers to Landlord duplicate
originals of the instrument of assignment (wherein the
assignee assumes the performance of Tenant's obligations
under this Lease) and any accompanying documents.
(B) No sublease (or other occupancy agreement) of
all or any part of the Premises shall be effective unless
and until Tenant delivers to Landlord duplicate originals
of the instrument of sublease and any accompanying
documents (wherein the sublessee (or other occupier)
assumes the performance of Tenant's obligations as to the
subleased space). Any such sublease (or other occupancy
agreement) shall be subject and subordinate to this Lease.
(C) Any assignment or sublease shall neither release
Tenant from its liability for the performance of Tenant's
obligations hereunder during the balance of the Term of
this Lease nor constitute Landlord's consent to any
further assignment or sublet of this Lease. If a sublease
to which Landlord has consented is assigned or all or any
portion of the Premises is further sublet without in each
instance, the prior consent of Landlord, then Tenant shall
immediately terminate such sublease, or arrange for the
termination thereof, and proceed expeditiously to have the
occupant thereunder dispossessed.
(D) Tenant shall pay to Landlord, promptly upon
demand therefor, all reasonable costs and expenses
(including, without limitation, reasonable attorneys' fees
and disbursements) incurred by Landlord in connection with
any assignment of this Lease or sublease of all or any
part of the Premises.
(E) Any profit resulting from any such assignment or
subletting shall be 100% payable to Landlord.
ARTICLE IX
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RESPONSIBILITY FOR REPAIRS AND CONDITION OF PREMISES
9.1 LANDLORD REPAIRS AND MAINTENANCE.
(A) Landlord agrees to keep in good working order,
condition and repair the roof (but not the ceiling in the
Premises), foundation, exterior walls and structure of the
Building and the septic system servicing the Property, all
insofar as they affect the Premises. Landlord shall also
be responsible for landscaping of the Property and repairs
to and maintenance of the common driveways and parking
areas located on the Property, including lighting of such
areas and removal of snow and ice.
(B) Landlord shall keep in good working order,
condition and repair the existing heating, ventilating and
air-conditioning system servicing the Premises in place as
of the Commencement Date, (collectively, the "HVAC
System"). Tenant shall pay Landlord, as additional rent,
and in the manner set forth below, (i) for all costs
incurred by Landlord in connection with any and all
maintenance performed on the HVAC System during the Term
of this Lease (but not for replacements or other items of
a capital nature), and (ii) for all costs incurred by
Landlord in connection with any repairs or replacements
(including items of a capital nature) made to the HVAC
System during the period commencing on the fifth (5th)
anniversary of the Initial Commencement Date and
continuing through the remainder of the Term of this
Lease. Landlord shall submit to Tenant copies of
Landlord's invoices detailing any such costs and Tenant
shall pay to Landlord the entire amount of such costs, as
additional rent, within thirty (30) days of receipt of
Landlord's invoices. Any amounts paid by Tenant under the
terms of this Section 9.1(B) shall not be deemed to be
payment of Tenant's Share of Operating Expenses, and shall
be in addition to Tenant's obligations under Article VI. If
any costs incurred by Landlord in connection with
maintenance, repair or replacements to the HVAC System
benefit other tenants of the Property, such costs shall be
shared proportionally by Tenant and such other tenants.
(C) Landlord shall in no event be responsible to
Tenant for the replacement of glass in the Premises or for
the doors leading to the Premises (except to the extent
any damage thereto is caused by Landlord), or for any
condition in the Premises or the Building or Property
caused by any negligence or misconduct of Tenant, its
employees, agents, invitees or contractors (including any
non-permitted use thereof). Except as otherwise provided
in this Lease, Landlord shall not be responsible for
making any other improvements or repairs to the Building
or Property. Landlord shall not be liable for any failure
to make repairs which, under the provisions of this
Section 9.1 or elsewhere in this Lease, Landlord has
undertaken to make, unless Tenant has given notice to
Landlord of the need to make such repairs and Landlord has
failed to commence to make such repairs within a
reasonable time after receipt of such notice, or fails to
proceed with reasonable due diligence to complete such
repairs.
9.2 TENANT'S AGREEMENT. (A) Tenant will keep the
Premises in good order, condition and repair, reasonable
wear and tear excepted, excepting only those repairs for
which Landlord is responsible under the terms of this
Lease or which are necessitated by the occurrence of a
fire or other casualty or by the exercise of the power of
eminent domain; and Tenant shall surrender the Premises,
at the end of the Term of this Lease, in such condition.
Tenant shall be responsible for cleaning the Premises.
Without limitation, Tenant shall maintain and use the
Premises in accordance with all reasonable, rules and
regulations of Landlord and all governmental agencies
having jurisdiction and shall, at Tenant's own expense,
obtain all permits, licenses and the like required by
applicable law for Tenant's use of the Premises, other
than occupancy permits of general application. Tenant
shall be responsible for the provision of adequate
security to the Premises and to Tenant's personnel.
Tenant shall be responsible for the cost of repairs which
may be made necessary by reason of damage to the Premises
caused by Tenant or its contractors or invitees.
(B) If repairs are required to be made by Tenant
pursuant to the terms hereof and are not made within the
time periods allowed hereunder, Landlord may demand that
Tenant make the same forthwith, and, if Tenant refuses or
neglects to commence such repairs and complete the same
with reasonable dispatch after such demand, Landlord may
(but shall not be required to) make or cause such repairs
to be made at Tenant's expense and shall not be
responsible to Tenant for any loss or damage that may
occur to Tenant's stock or business by reason thereof
unless caused by Landlord's negligence or willful
misconduct.
9.3 HEAVY MACHINERY. Any moving of machinery or
equipment by Tenant shall be at the sole risk and hazard
of Tenant, and Tenant will exonerate, indemnify and save
Landlord harmless against and from any liability, loss,
injury, claim or suit resulting directly or indirectly
from such moving.
9.4 UTILITIES. Tenant shall pay directly to the
proper authorities charged with the collection thereof all
charges for water, gas, electricity, telephone and other
utilities or services used or consumed on the Premises,
all such charges to be paid as the same from time to time
become due.
9.5 INTERRUPTION OR CURTAILMENT OF SERVICES. Upon
reasonable advance notice to Tenant (except in case of
emergency), Landlord reserves the right to temporarily
interrupt, curtail, stop or suspend (a) the heating and
air conditioning services in the Building and (b) the
operation of the plumbing and electric systems in the
Building, when necessary by reason of accident or
emergency, or for repairs, alterations, maintenance,
replacements or improvements in the reasonable judgment of
Landlord desirable or necessary to be made, or by reason
of difficulty or inability in securing supplies or labor,
or strikes, or any other cause beyond the reasonable
control of Landlord, whether such other cause be similar
or dissimilar to those hereinabove specifically mentioned,
until said cause has been removed. This Lease shall not
be affected or any of the Tenant's obligations hereunder
reduced, and the Landlord shall have no responsibility or
liability for any such interruption, curtailment,
stoppage, or suspension of services or systems as in this
Section 9.5 above provided, except that (i) Landlord shall
exercise reasonable diligence to eliminate the cause of
same as soon as reasonably practicable; (ii) Landlord
shall use diligent efforts to minimize any interruption of
Tenant's use and enjoyment of the Premises, and (iii) if
all of the Premises are rendered unfit for occupancy by
Tenant for thirty (30) consecutive days, the Fixed Rent
shall abate from and after the thirty (30) days and until
the Premises are again rendered fit for Tenant's
occupancy.
ARTICLE X
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INDEMNITY AND INSURANCE
10.1 TENANT'S INDEMNITY. To the maximum extent this
agreement may be made effective according to law, Tenant
agrees to indemnify and save harmless Landlord and
Landlord's agents, affiliates, contractors and the
employees of the foregoing from and against all claims of
whatever nature arising from any act, omission or
negligence of Tenant or Tenant's contractors, licensees,
invitees, agents, servants or employees or arising from
any accident, injury or damage whatsoever caused to any
person, or to the property of any person, occurring on
account of or based upon the act, omission or negligence
or misconduct of Tenant or Tenant's contractors,
licensees, invitees, agents servants or employees or
arising from any breach by Tenant of the terms and
conditions of this Lease. This indemnity and hold
harmless agreement shall include indemnity against all
costs, expenses and liabilities (including, but not
limited to, reasonable attorney's fees and disbursements)
incurred in connection with any such claim or proceeding
brought thereon and the defense thereof. Tenant's
liability hereunder shall survive any expiration or
termination of this Lease. Nothing in the foregoing shall
be construed to include indemnity with respect to any
claim of whatever nature to the extent (and only to the
extent) caused by the gross negligence or willful
misconduct of Landlord, Landlord's agents, affiliates,
contractors and employees or by a failure of Landlord to
perform its obligations hereunder. Nothing in this
Section 10.1 shall be construed to reduce or otherwise
affect Landlord's obligations pursuant to Article XVII
hereof.
10.2 INSURANCE. (A) Tenant agrees to maintain in
full force, from the date upon which Tenant first enters
the Premises for any reason throughout the Term of this
Lease and thereafter so long as Tenant is in occupancy of
any part of the Premises, (i) "all risk" property
insurance covering all present and future Tenant's
Removable Property and Tenant's improvements and
betterments to a limit of not less than the full
replacement cost thereof and (ii) a policy of general
liability and property damage insurance (including broad
form contractual liability, independent contractor's
hazard and completed operations coverage) in respect of
the Premises and the conduct or operation of business
therein, with Landlord and any permitted mortgagee under
Section 15.13 hereof of which Tenant has received written
notice, including The First National Bank of Boston, (and
such other persons as are in privity of estate with
Landlord as may be set out in notice from time to time)
named as an additional insured, and with limits of not
less than the amount of Public Liability Insurance
specified in Section 1.1. Tenant shall deliver to
Landlord certificates of insurance and receipts evidencing
payment of the premiums for such insurance on or before
the Commencement Date and annually thereafter. Each such
policy shall be noncancellable and nonamendable with
respect to Landlord and Landlord's said designees without
twenty (20) days' prior notice to Landlord.
(B) Tenant hereby waives and releases Landlord from
any and all liabilities, claims and losses on account of
damage to Tenant's Removable Property for which Landlord
is or may be held liable to the extent Tenant either is
required to maintain insurance pursuant to Section 10.2(A)
or actually receives insurance proceeds on account
thereof. Landlord hereby waives and releases Tenant from
any and all liabilities, claims and losses on account of
damage to the Building for which Tenant is or may be held
liable to the extent Landlord actually receives insurance
proceeds on account thereof or to the extent Landlord
would have received such proceeds had Landlord maintained
the insurance required by Section 10.5 of this Lease.
Each party hereto shall secure waiver of subrogation
endorsements from their respective insurance carriers.
10.3 TENANT'S RISK. Except as provided herein, to
the maximum extent this agreement may be made effective
according to law, Tenant agrees to use and occupy the
Premises and to use such other portions of the Building
and Property as Tenant is herein given the right to use at
Tenant's own risk; and Landlord shall have no
responsibility or liability for any loss of or damage to
Tenant's Removable Property or for any other property of
any kind, nature and description which may be in or upon
the Premises or the Property. The provisions of this
Section shall be applicable from and after the execution
of this Lease and until the end of the Term of this Lease,
and during such further period as Tenant may use or be in
occupancy of any part of the Premises or of the Building.
10.4 INJURY CAUSED BY THIRD PARTIES. To the maximum
extent this agreement may be made effective according to
law, Tenant agrees that Landlord shall not be responsible
or liable to Tenant, or to those claiming by, through or
under Tenant, for any loss or damage that may be
occasioned by or through the acts or omissions of any
third parties, except to the extent (and only to the
extent) caused by the gross negligence or willful
misconduct of Landlord, Landlord's agents, affiliates,
contractors and employees.
10.5 LANDLORD'S INSURANCE. Landlord shall insure
the Building against damage or destruction by fire or
other casualties insurable under a standard "all risk"
endorsement in an amount equal to one hundred percent
(100%) of the replacement cost of the Building (exclusive
of footings and foundations). Landlord agrees to maintain
a policy of commercial general liability and property
damage insurance in commercially reasonable limits. The
costs of all insurance carried by Landlord with respect to
the Premises shall be Operating Expenses.
ARTICLE XI
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LANDLORD'S ACCESS TO PREMISES
11.1 LANDLORD'S RIGHTS. Landlord shall have the
right upon reasonable advance notice to enter the Premises
at all reasonable hours for the purpose of inspecting or
making repairs to the Premises, and Landlord shall also
have the right to make access available at all reasonable
hours to prospective or existing mortgagees, purchasers
or, during the last 12 months of the term, prospective
tenants of any part of the Premises. Notwithstanding the
foregoing, Landlord shall have the right to enter the
Premises at any time without notice in the event of an
emergency. Any exercise of Landlord's right of entry
under this Section 11.1 shall be conducted at such times
and in such manner as to minimize interference with
Tenant's operations on the Premises.
ARTICLE XII
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DAMAGE OR DESTRUCTION
12.1 RESTORATION. (A) If the Premises or the
Building are totally or partially damaged or destroyed,
thereby rendering the Premises totally or partially
inaccessible or unusable, then (unless such damage was
caused by Tenant, its agents, employees, invitees, or
contractors) Landlord shall diligently repair and restore
the Premises and the Building, to substantially the same
condition they were in prior to such damage or destruction
and only to the extent of insurance proceeds received by
Landlord; provided, however, that if in Landlord's
reasonable judgment such repair and restoration cannot be
completed within ninety (90) days after the occurrence of
such damage or destruction (taking into account the time
needed for effecting a satisfactory settlement with any
insurance company involved, removal of debris, preparation
of plans and issuance of all required governmental
permits), then Landlord shall have the right, at its sole
option, to terminate this Lease by giving written notice
of termination within forty-five (45) days after the
occurrence of such damage or destruction. Landlord shall
notify Tenant within 45 days whether Landlord intends to
repair and whether Landlord anticipates that repairs to
the Premises will exceed 180 days to bring to completion.
If Landlord's notice states that such repairs are not
expected to be completed within 180 days, Tenant shall be
entitled to terminate this Lease by notice to Landlord
given within fifteen (15) days of receipt of Landlord's
notice, and this Lease shall then terminate as if such
date were the date of the ordinary expiration of the Term.
In addition, in the event that Landlord has not completed
the repairs required of it under this Section 12.1(A)
within one-hundred eighty (180) days of the damage or
destruction, such period to be subject to extension
pursuant to Section 15.4 (but in no event extended beyond a
total of 270 days), Tenant shall have the right, at its
option, to terminate this Lease by delivering written notice
of termination to Landlord within thirty (30) days after the
expiration of such one hundred eighty day period, as the
same may be extended as set forth above.
(B) Notwithstanding anything herein to the contrary,
Landlord shall not be obligated to restore the Premises or
the Building and shall have the right to terminate this
Lease if (1) the holder of any Mortgage (as such term is
defined in Section 15.13 hereof) fails or refuses to make
insurance proceeds available for such repair and
restoration, or (2) the cost of repairing and restoring
the Building would exceed fifty percent (50%) of the
replacement value of the Building, whether or not the
Premises are damaged or destroyed. If Landlord is
released from its obligation to restore the Building or
Premises as a result of this subsection (B) but fails to
terminate this Lease, Landlord shall promptly notify
Tenant and Tenant shall have the option to terminate this
Lease by written notice to Landlord.
12.2 RENT. If the Lease is terminated pursuant to
Section 12.1 above, then all Fixed Rent and additional
rent shall be apportioned (based on the portion of the
Premises which is usable after such damage or destruction)
and paid to the date of termination. If this Lease is not
terminated as a result of such damage or destruction, then
until such repair and restoration of the Premises is
substantially complete, Tenant shall be required to pay
the Fixed Rent, additional rent and other sums due
hereunder only for the portion of the Premises that is fit
for Tenant's occupancy while such repair and restoration
are being made. Landlord shall bear the expenses of
repairing and restoring the Premises; provided, however,
that Landlord shall not be required to repair or restore
any alteration, improvement or addition previously made by
Tenant at Tenant's expense or any of Tenant's Removable
Property. Notwithstanding anything in this Lease to the
contrary, if any damage or destruction to the Premises or
the Building was caused by the act or omission of Tenant
or any agent, employee, contractor or invitee of Tenant,
then Tenant shall pay the amount by which such expenses of
repair or restoration to the Premises and the Building
exceed the insurance proceeds, if any, actually received
by Landlord on account of such damage or destruction.
ARTICLE XIII
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CONDEMNATION
13.1 TERMINATION OF LEASE. If the Premises or the
Building or the means of access thereto are totally taken
or condemned by any governmental or quasi-governmental
authority for any public or quasi-public use or purpose,
thereby rendering the Premises totally or substantially
inaccessible or unusable, or are sold under threat of such
a taking or condemnation (collectively, "condemned"), then
this Lease shall terminate on the date title thereto vests
in such authority and Fixed Rent and additional rent shall
be apportioned as of such date. In the event that either
(i) Tenant's reasonable means of access to the Premises is
taken or condemned or (ii) only a "substantial part" of
the Premises is taken or condemned, either Landlord or
Tenant, at its option, by delivery of notice to the other
party within 30 days following the date on which Tenant
shall receive notice of vesting of title, may terminate
this Lease as of the date of vesting of title. A
"substantial part" shall be 60 percent or more of the
Premises. In the event either Landlord or Tenant does not
elect to exercise such termination option, this Lease
shall remain in effect, except the Fixed Rent and
additional rent shall be abated as of the date of vesting
of title in an amount apportioned according to the portion
(measured in square feet) of the Premises so condemned or
taken, and Landlord and Tenant shall execute an amendment
to this Lease specifying the new Fixed Rent and additional
rent. In the event of any taking or condemnation and if
neither Landlord nor Tenant exercises its option to
terminate, Landlord, at its expense, will restore the
remaining portion of the Premises with reasonable
diligence to at least the condition existing prior to such
condemnation or taking.
13.2 AWARDS. All awards, damages and other
compensation paid by any governmental or quasi-
governmental authority on account of any condemnation
shall belong to Landlord, and Tenant assigns to Landlord
all rights to such awards, damages and compensation.
Tenant shall not make any claim against Landlord or the
authority for any portion of such award, damages or
compensation attributable to damage to the Premises, value
of the unexpired portion of the Term of this Lease, loss
of profits or goodwill, leasehold improvements or
severance damages. Nothing contained herein, however,
shall prevent Tenant from pursuing a separate claim
against the authority for the value of improvements,
alterations, additions, furnishings and trade fixtures
installed in the Premises at Tenant's expense and for
relocation expenses.
ARTICLE XIV
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DEFAULT
14.1 TENANT'S DEFAULT. (A) If at any time
subsequent to the date of this Lease any one or more of
the following events (herein referred to as a "Default of
Tenant") shall happen:
(1) Tenant shall fail to pay Fixed Rent,
additional rent or any other amounts
payable under this Lease, when due and such
failure shall continue for ten (10) days
after notice thereof, except that if
Landlord gives such notice twice in any
period of twelve successive months,
thereafter no such notice shall be
required; or
(2) Tenant shall neglect or fail to perform or
observe any other covenant herein contained
on Tenant's part to be performed or
observed and Tenant shall fail to remedy
the same within thirty (30) days after
notice to Tenant specifying such neglect or
failure, or if such failure is of such a
nature that Tenant cannot reasonably remedy
the same within such thirty (30) day
period, Tenant shall fail to commence
promptly to remedy the same and to
prosecute such remedy to completion with
diligence and continuity, but in no event
longer than ninety (90) days after notice
to Tenant; or
(3) Tenant's leasehold interest in the Premises
shall be taken on execution or by other
process of law directed against Tenant; or
(4) Tenant shall make an assignment for the
benefit of creditors or shall file a
voluntary petition in bankruptcy or shall
be adjudicated bankrupt or insolvent, or
shall file any petition or answer seeking
any reorganization, arrangement,
composition, readjustment, liquidation,
dissolution or similar relief for itself
under any present or future Federal, State,
or other statute, law or regulation for the
relief of debtors, or shall seek or consent
to or acquiesce in the appointment of any
trustee, receiver or liquidator of Tenant
or of all or any substantial part of its
properties, or shall admit in writing its
inability to pay its debts generally as
they become due; or
(5) A petition shall be filed against Tenant in
bankruptcy or under any other law seeking
any reorganization, arrangement,
composition, readjustment, liquidation,
dissolution, or similar relief under any
present or future Federal, State or other
statute, law or regulation and shall remain
undismissed or unstayed for an aggregate of
ninety (90) days (whether or not
consecutive), or if any debtor in
possession trustee, receiver or liquidator
of Tenant or of all or any substantial part
of its properties or of the Premises shall
be appointed without the consent or
acquiescence of Tenant, respectively and
such appointment shall remain unvacated or
unstayed for an aggregate of ninety (90)
days (whether or not consecutive);
(6) A Default of Tenant shall occur under
either (i) that certain Lease of even date
herewith between Theodore Pasquarello, as
Trustee of E. B. Realty Trust (the "E. B.
Trust Landlord"), as landlord and Tenant,
as tenant for premises located at 33 Union
Avenue, Sudbury; or (ii) that certain Lease
between Landlord, as landlord and Tenant,
as tenant for the land and improvements
located thereon at 25 Union Avenue,
Sudbury;
then in any such case (a) if such Default of Tenant shall
occur prior to the Commencement Date, this Lease shall
ipso facto, and without further act on the part of the
Landlord, terminate, and (b) if such Default of Tenant
shall occur after the Commencement Date, Landlord or
Landlord's agent may immediately, or at any time
thereafter, without demand or notice, enter into and upon
the Premises, or any part thereof in the name of the
whole, and repossess the same and upon such entry this
Lease shall terminate or Landlord may terminate this Lease
at any time thereafter by notice to Tenant, specifying a
date not less than five (5) days after the giving of such
notice on which this Lease shall terminate and this Lease
shall come to an end on the date specified therein as
fully and completely as if such date were the date herein
originally fixed for the expiration of the Term of this
Lease (Tenant hereby waiving any rights of redemption
under M.G.L. ch. 186, sec. 11), and Tenant will then quit
and surrender the Premises to Landlord, but Tenant shall
remain liable as hereinafter provided.
(B) If this Lease shall have been terminated as
provided in this Article, or if any execution or
attachment shall be issued against Tenant or any of
Tenant's property whereupon the Premises shall be taken or
occupied by someone other than Tenant, then Landlord may,
without notice, reenter the Premises, either by summary
proceedings, ejectment or otherwise, and remove and
dispossess Tenant and all other persons and any and all
property from the Premises, as if this Lease had not been
made, and Tenant hereby waives the service of notice of
intention to reenter or to institute legal proceedings to
that end.
(C) In the event of any termination of this Lease,
Tenant shall pay the Fixed Rent, additional rent and all
other amounts payable hereunder up to the time of such
termination, and thereafter Tenant, until the end of what
would have been the Term of this Lease in the absence of
such termination, and whether or not the Premises shall
have been relet, shall be liable to Landlord for, and
shall pay to Landlord, as liquidated current damages, the
Fixed Rent, additional rent and all other amounts payable
hereunder had such termination not occurred, less the net
proceeds, if any, of any reletting of the Premises, after
deducting all reasonable expenses in connection with such
reletting, including, without limitation, all reasonable
repossession costs, brokerage commissions, legal expenses,
advertising and marketing costs, expenses of employees,
alteration and tenant improvement costs and expenses of
preparation for such reletting. Tenant shall pay such
damages to Landlord monthly on the days on which the Fixed
Rent and additional rent would have been payable hereunder
had this Lease not been terminated. Landlord shall use
reasonable efforts to relet the Premises.
(D) At any time after the termination of this Lease,
whether or not Landlord shall have collected any damages
pursuant to Section 14.1(C), as liquidated final damages,
and in lieu of all damages payable by Tenant pursuant to
Section 14.1(C) thereafter, at Landlord's election, Tenant
shall pay to Landlord an amount which at the time of such
election represents the then value of the excess, if any,
of (1) the Fixed Rent, additional rent and all other
amounts which would have been payable by Tenant hereunder
(conclusively presuming the annual payments with respect
to real estate taxes and expense escalation obligations to
be the same as were payable for the preceding year) for
the period commencing with the date of Landlord's election
and ending with the date contemplated as the expiration
date hereof if this Lease had not so terminated, over (2)
the aggregate fair rental value of the Premises for the
same period.
(E) In case of any Default of Tenant, reentry or
expiration and dispossession by summary proceedings or
otherwise, Landlord may (1) relet the Premises or any part
or parts thereof, either in the name of Landlord or
otherwise, for a term or terms which may in Landlord's
good faith judgment be equal to or less than or exceed the
period which would otherwise have reasonable constituted
the balance of the Term of this Lease and may grant
reasonable concessions of free rent to the extent that
Landlord considers advisable and necessary to relet the
same, and (2) may make such alterations, repairs and
decoration in and to the Premises as Landlord in its
reasonable judgment considers advisable and necessary for
the purpose of reletting the Premises, and the making of
such alterations, repairs and decorations shall not
operate or be construed to release Tenant from liability
hereunder. Landlord shall in no event be liable in any
way whatsoever for failure to relet the Premises, or in
the event that the Premises are relet, for failure to
collect the rent under such reletting provided Landlord
uses reasonable efforts to collect the rent. Tenant
hereby expressly waives any and all rights of redemption
granted by or under any present or future laws in the
event of Tenant being evicted or dispossessed, or in the
event of Landlord obtaining possession of the Premises, by
reason of the violation by Tenant of any of the covenants
and conditions of this Lease.
(F) The specified remedies to which Landlord may
resort hereunder are not intended to be exclusive of any
remedies or means of redress to which Landlord may at any
time be entitled lawfully, and Landlord may invoke any
remedy (including the remedy of specific performance)
allowed at law or in equity as if specific remedies were
not herein provided.
(G) All reasonable costs and expenses incurred by or
on behalf of Landlord (including, without limitation,
reasonable attorneys' fees and expenses) in enforcing its
rights hereunder or occasioned by any Default of Tenant
shall be paid by Tenant promptly upon demand.
ARTICLE XV
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MISCELLANEOUS PROVISIONS
15.1 EXTRA HAZARDOUS USE. (A) Tenant covenants and
agrees that Tenant will not do or permit anything to be
done in or upon the Premises, or bring in anything or keep
anything therein, which would increase the rate of
property or liability insurance of the Premises or of the
Building above the standard rate applicable to Premises as
of the Commencement Date being occupied for the Permitted
Use; and Tenant further agrees that, in the event that
Tenant shall do or permit any of the foregoing, Tenant
will promptly pay to Landlord, on demand, any such
resulting increase.
(B) Tenant shall not (either with or without
negligence) cause or permit the escape, disposal or
release of any hazardous substances, or materials. Tenant
shall not allow the storage or use of hazardous substances
or materials on or in the Premises or the Property in any
manner, nor allow to be brought into any portion of the
Property any such materials or substances except for
hazardous substances or materials disclosed in writing to
the Landlord for use in the ordinary course of the conduct
of the Permitted Use, all such substances or materials to
be used and stored in compliance with applicable laws and
regulations. Tenant shall not store any flammable
substances in the Premises or the Property, unless such
flammable substances are stored in areas with in-rack
sprinkling. Any such hazardous substances or flammable
substances shall be stored, used and disposed of in
accordance with all applicable laws and regulations.
Without limitation, hazardous substances and materials
shall include those described in the Comprehensive
Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601 et seq., M.G.L.
Chapter 21E and any other applicable federal, state or
local laws and the regulations adopted under these acts.
If any lender or governmental agency shall ever require
testing to ascertain whether or not there has been any
release of hazardous materials as a result of a breach by
Tenant of the provisions of this Section 15.1(B), then the
reasonable costs thereof shall be reimbursed by Tenant to
Landlord upon demand as additional charges. In addition,
Tenant shall execute affidavits, representations and the
like from time to time at Landlord's reasonable request
concerning Tenant's best knowledge and belief regarding
the presence of hazardous substances or materials on the
Premises. In all events, Tenant shall indemnify Landlord
from and against any and all Environmental Damages (as
defined in Section 17.1) asserted by any third party or
governmental authority and either occurring during the
Term of this Lease or resulting from any violation by
Tenant (or its employees, agents, invitees, or
contractors) of any environmental laws pertaining to the
Premises or caused by Tenant (or its agents, employees,
invitees, or contractors) or persons acting under the
direction of Tenant (except to the extent caused by
Landlord or persons acting under the direction of
Landlord). The within covenants shall survive the
expiration or earlier termination of the Term of this
Lease. Nothing in this Section 15.1 shall be construed to
reduce or otherwise affect Landlord's obligations pursuant
to Article XVII hereof. In the event of any conflict
between this Section and Article XVII, the provisions of
Article XVII shall control.
15.2 WAIVER. The failure of either Landlord or
Tenant to insist in any one or more instances upon the
strict performance of any one or more of the obligations
of this Lease, or to exercise any election herein
contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such
one or more obligations of this Lease or of the right to
exercise such election, and such right to insist upon
strict performance shall continue and remain in full force
and effect with respect to any subsequent breach, act or
omission. The receipt by Landlord of Fixed Rent,
additional rent or other payments due hereunder or partial
payments thereof with knowledge of breach by Tenant of any
obligation of this Lease shall not be deemed a waiver of
such breach.
15.3 COVENANT OF QUIET ENJOYMENT. Landlord
covenants that, if Tenant shall timely perform all of its
obligations hereunder, then, subject to the provisions of
this Lease, Tenant shall, during the Term of this Lease,
peaceably and quietly occupy and enjoy the full possession
of the Premises without hindrance by Landlord or any party
claiming through or under Landlord.
15.4 FORCE MAJEURE, ETC. (A) If either Tenant or
Landlord is in any way delayed or prevented from
performing any of its obligations under this Lease
(excluding any monetary obligations of Tenant, including
without limitation Tenant's obligation to pay Fixed Rent
and additional rent) due to fire, act of God, governmental
act or failure to act, strike, labor dispute, inability to
procure materials, war or any other cause beyond such
party's reasonable control (whether similar or dissimilar
to the foregoing events), then the time for performance of
such obligation shall be excused for the period equal to
the period of such delay or prevention and extended for a
period equal to the period of such delay or prevention.
(B) In no event shall either party be liable to the
other for any indirect or consequential damages suffered
by either from any cause whatsoever.
15.5 ASSIGNMENT OF RENTS AND TRANSFER OF TITLE. (A)
If Landlord shall assign Landlord's interest in this Lease
or in the rents payable hereunder to the holder of a
mortgage covering the Property (regardless of whether or
not such assignment is conditional in nature), then such
assignment shall not be construed as an assumption by the
assignee of any of the obligations of Landlord hereunder
unless such assignee (1) by notice sent to Tenant,
specifically otherwise elects, or (2) forecloses on its
mortgage, or (3) takes possession of the Property.
(B) In the event of any transfer of title to the
Premises by Landlord, Landlord shall thereafter be
released from the performance and observance of all
covenants and obligations hereunder occurring after the
date of such transfer and the transferee shall be deemed
the Landlord under this Lease from and after the date of
such transfers, except for the provisions of Articles XVII
and XX, provided that in no event shall the Landlord be
relieved of any obligations pursuant to Article XVII,
which obligations shall survive any such transfer in the
manner set forth in Section 17.1.
15.6 RULES AND REGULATIONS. Tenant shall abide by
all reasonable rules and regulations reasonably
established by Landlord from time to time for the
operation of the Premises and the Property. Landlord
agrees to use reasonable efforts to insure that any such
rules and regulations are uniformly enforced, but Landlord
shall not be liable to Tenant for the violation of any
such rules or regulations by any other tenant or occupant
of the Property or persons conducting business with such
tenant or occupant.
15.7 ADDITIONAL CHARGES. If Tenant shall fail to
pay when due any sums under this Lease, Landlord shall
have the same rights and remedies as Landlord has
hereunder for failure to pay Fixed Rent.
15.8 INVALIDITY OF PARTICULAR PROVISIONS. If any
provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or
unenforceable, then the remainder of this Lease and 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.
15.9 PROVISIONS BINDING. Except as herein otherwise
provided, the provisions of this Lease shall be binding
upon and shall inure to the benefit of the parties hereto
and each of their respective successors and assigns,
subject to the provisions herein restricting assignment or
subletting.
15.10 NOTICES. All notices or other permitted or
required communications hereunder shall be in writing and
shall be deemed duly given when delivered in person (with
receipt therefor), or when sent by Express Mail or
overnight courier service (provided a receipt will be
obtained) or by certified or registered mail, return
receipt requested, postage prepaid to the following
addresses:
If to Landlord, addressed to Landlord at Landlord's
Address (or to such other address or addresses as may
from time to time hereafter be designated by Landlord
by notice).
If to Tenant, addressed to Tenant at Tenant's
Original Address.
15.11 WHEN LEASE BECOMES BINDING. The submission of
this document for examination and negotiation does not
constitute an offer to lease, or a reservation of, or
option for, the Premises, and this document shall become
effective and binding only upon the execution and delivery
hereof by both Landlord and Tenant. All negotiations,
consideration, representations and understandings between
Landlord and Tenant are incorporated herein and this Lease
expressly supersedes any proposals or other written
documents relating hereto. This Lease may be modified or
altered only by written agreement signed by Landlord and
Tenant, and no act or omission of any employee or agent of
Landlord shall alter, change or modify any of the
provisions hereof. This Lease shall not be recorded, but
Landlord shall, on request from Tenant, execute and
acknowledge, a Notice of Lease pursuant to M.G.L. Chapter
183, Section 4.
15.12 PARAGRAPH HEADINGS. The paragraph headings
throughout this Lease are for convenience and reference
only, and the words contained therein shall in no way be
held to explain, modify, amplify or aid in the
interpretation, construction or meaning of the provisions
of this Lease.
15.13 RIGHTS OF MORTGAGEE AND GROUND LESSOR. (A)
This Lease is subject and subordinate to the lien,
provisions, operation and effect of all mortgages, deeds
of trust, ground leases or other security instruments
which may now encumber the Building or the Property
(collectively, "Mortgages"; individually, "Mortgage"), to
all funds and indebtedness intended to be secured thereby,
and to all renewals, extensions, modifications, recastings
or refinancings thereof. The holder of any Mortgage to
which this Lease is subordinate shall have the right
(subject to any required approval of the holder of any
superior Mortgage) at any time to declare this Lease to be
superior to the lien, provisions, operation and effect of
such Mortgage and Tenant shall execute, acknowledge and
deliver all documents required by such holder in
confirmation thereof provided such documents are in form
and substance reasonably satisfactory to Tenant. The
holder of any Mortgage placed on the Property after the
date of this Lease may elect to subordinate this Lease to
such Mortgage, provided that the holder shall deliver to
Tenant a Non-disturbance and Attornment Agreement, on a
commercially reasonable form, whereby such holder agrees
not to disturb Tenant's rights under this Lease provided
that Tenant is not in default beyond applicable cure
periods hereunder. Tenant acknowledges that The First
National Bank of Boston (the "Bank") is a permitted
mortgagee of the Landlord under this Lease. The notice
address of the Bank is: 100 Federal Street, Boston, MA
02110, Attention: Elise Pricone. Landlord agrees to use
reasonable efforts to obtain from the Bank, a Non-
disturbance Agreement, in form reasonably satisfactory to
the Bank, within 90 days of the date of this Lease.
(B) In confirmation of the foregoing subordination,
Tenant shall at Landlord's request promptly execute any
requisite or appropriate document. If the Property is
sold at foreclosure or transferred by a deed-in-lieu of
foreclosure, then, at the request of such purchaser,
Tenant shall attorn to such purchaser and shall recognize
such purchaser as the landlord under this Lease provided
that such purchaser agrees not to disturb Tenant's
possession of the Premises and agrees to be bound by and
assume Landlord's obligations hereunder except such
purchaser shall not be (1) bound by any payment of the
Fixed Rent or additional payments due hereunder for more
than one (1) month in advance, (2) bound by any amendment
of this Lease made without the consent of the holder of
each Mortgage existing as of the date of such amendment
provided Tenant had notice of such Mortgage, (3) liable
for damages for any breach, act or omission of any prior
landlord, and (4) subject to any offsets or defenses which
Tenant might have against any prior landlord. Within
fifteen (15) days after the request of such purchaser,
Tenant shall execute, acknowledge and deliver confirmation
of such attornment and non-disturbance agreement in form
reasonably acceptable to Tenant.
(C) After Tenant receives notice from any person,
firm or other entity that it holds a Mortgage on the
Building or the Property, no notice from Tenant to
Landlord alleging any default by Landlord shall be
effective unless and until a copy of the same is given to
such holder, provided that Tenant shall have been
furnished with the name and address of such holder. Any
such holder shall have thirty (30) days after its receipt
of notice from Tenant of a default by Landlord under this
Lease to cure such default before Tenant may exercise any
remedy hereunder. The curing of any of Landlord's
defaults by such holder shall be treated as performance by
Landlord.
(D) This Lease is subject to Landlord obtaining on
or before the Commencement Date, the consent of the Bank.
15.14 ESTOPPEL CERTIFICATES. At any time and from
time to time upon not less than fifteen (15) days prior
written notice, Tenant and each subtenant or assignee of
Tenant or occupant of the Premises shall execute,
acknowledge and deliver to Landlord and/or any other
person or entity designated by Landlord, an estoppel
certificate (1) certifying that this Lease is unmodified
and in full force and effect (or if there have been
modifications, that this Lease is in full force and effect
as modified and stating the modifications), (2) stating
the dates to which the rent and any other charges have
been paid, (3) stating whether or not, to the best of
Tenant's knowledge, Landlord is in default in the
performance of any obligation of Landlord contained in
this Lease, and, if so, specifying the nature of such
default, (4) stating the address to which notices are to
be sent, and (5) certifying to such other matters as
Landlord may reasonably request. Tenant acknowledges that
time is of the essence to the delivery of such statements.
Upon request, Tenant agrees to furnish Landlord with
Tenant's current annual reports and any other financial
information of Tenant as Landlord may reasonably request
from time to time.
15.15 REMEDYING DEFAULTS. Upon five business days'
notice to Tenant, Landlord shall have the right, but shall
not be required, to pay such sums or perform such acts
which may be necessary or appropriate by reason of the
failure or neglect of Tenant to perform any of its
obligations under this Lease beyond any applicable notice
and grace period hereunder. If Landlord, in connection
with the foregoing, makes any reasonable expenditures or
incurs any obligations for the payment of money, Tenant
agrees to pay to Landlord within five (5) days of demand
all such sums. After a Default of Tenant in the payment
of Fixed Rent, additional rent or other amounts payable
hereunder, such amounts shall, at the option of Landlord,
bear interest from the due date thereof at a rate equal to
five percent (5%) over the rate of interest reported from
time to time in the Wall Street Journal as being the
"prime rate" then in effect and shall be payable by Tenant
to Landlord on demand by Landlord. Notwithstanding
anything to the contrary contained herein, the interest to
be paid by Tenant to Landlord hereunder shall be limited
to the then maximum legal rate thereof.
15.16 HOLDING OVER. If Tenant does not immediately
surrender the Premises upon the expiration or earlier
termination of the Term of this Lease, then Tenant shall
become a tenant by the month and the rent shall be
increased to 150% of the monthly installments of Fixed
Rent, additional rent and all other amounts that would
have been payable pursuant to the provisions of this Lease
if the Term of this Lease had continued during such
holdover period. Such rent shall be computed on a monthly
basis and shall be payable on the first day of such
holdover period and the first day of each calendar month
thereafter during such holdover period until the Premises
have been vacated. Landlord's acceptance of such rent
shall not in any manner adversely affect Landlord's other
rights and remedies, including Landlord's right to evict
Tenant and to recover damages.
15.17. SURRENDER OF PREMISES. Upon the expiration
or earlier termination of the Term of this Lease, Tenant
shall peaceably quit and surrender to Landlord the
Premises in good order and condition, together with all
alterations, additions and improvements which may have
been made or installed in, on or to the Premises prior to
or during the Term of this Lease (subject, however, to the
provisions of Section 7.2(B)), excepting only ordinary
wear and use, eminent domain, and damage by fire or other
casualty. Tenant shall remove all of Tenant's Removable
Property and all items specified by Landlord pursuant to
Section 7.2(B) and shall, at its expense, repair and
restore the Premises to the condition existing prior to
installation and repair any damage to the Premises or the
Building due to such removal. Any of Tenant's Removable
Property which shall remain in the Building or on the
Premises after the expiration or termination of the Term
of this Lease shall be deemed conclusively to have been
abandoned, and either may be retained by Landlord as its
property or may be disposed of, at Tenant's sole cost and
expense, in such manner as Landlord may see fit.
15.18. PAYMENTS BY TENANT. All amounts payable by
Tenant under the terms of this Lease, including without
limitation, all payments of Fixed Rent, additional rent
under Articles V and VI and all payments under Section
9.1(B), shall be paid to Landlord without offset, abatement,
deduction or demand.
ARTICLE XVI
-----------
BROKERAGE
16.1 BROKERAGE. Landlord and Tenant each represent
to the other that it has dealt with no broker in
connection with this Lease. Landlord and Tenant each
agree to indemnify and hold the other harmless from any
brokerage commission, and any other loss, damage or
expense, including reasonable attorneys' fees, resulting
from any dealings by such party in breach of the foregoing
representation.
ARTICLE XVII
------------
17.1 INDEMNIFICATION. Landlord shall defend (with
counsel selected by Landlord) and indemnify Tenant from
and against any and all Environmental Damages (as defined
below) asserted by any third party (including, without
limitation, any sub-tenant, assignee or other successor to
Tenant's interest hereunder but only to the extent
Landlord would have been liable to Tenant hereunder in the
absence of any such sublease, assignment or other
transfer) or governmental authority. Landlord's
obligations under this Article XVII shall survive and
continue in full force and effect (subject only to any
applicable statutes of limitations) for a period of three
(3) years from the expiration date of this Lease (the
"Termination Date"), except that Landlord's indemnity
obligations under this Article XVII as to matters caused
by Landlord, or persons acting under the direction of
Landlord, during the Term of this Lease shall survive
beyond the Termination Date and that if there are any
pending claims under the terms of this Article XVII
existing on the Termination Date (whether or not asserted
in a court of law) or if there is any response action
which Landlord is obligated to perform under Section 17.3
and of which Landlord has received notice on or before the
Termination Date, Landlord's obligations under this
Article XVII solely as to such pending claims or such
response action, shall be extended until such time as the
pending claims have been resolved or such response action
has been completed, respectively.
"Environmental Damages" means all claims, judgments,
damages, losses, penalties, fines, liabilities (including
as well strict liability), encumbrances, liens, costs, and
expenses of investigation and defense of any claim,
whether or not such claim is ultimately defeated, and of
any good faith settlement, of whatever kind or nature,
contingent or otherwise, matured or unmatured, foreseeable
or unforseeable, including without limitation reasonable
attorneys' fees and disbursements and consultants' fees
and response costs, any of which are incurred at any time
as a result of the existence of oil or hazardous materials
upon, about or beneath the Property and/or any properties
downgradient from or cross-gradient to the Property, or
migrating or threatening to migrate to or from the
Property, and any violation by Landlord of any applicable
environmental law pertaining to the Property (except as
specifically provided in the next paragraph), all to the
extent (and only to the extent) resulting from any
existence or migration of oil or hazardous materials,
provided that the violation, existence, migration and/or
threat of migration occurred or arose prior to the Term of
this Lease or occurred or arose during the Lease Term and
is disclosed in certain reports and other documents
identified in Exhibit C attached hereto and treating each
report and document as applying equally to the Property,
the 33 Union Avenue property and the 25 Union Avenue
property and was caused directly by Landlord or persons
acting under the direction of Landlord or resulted from
the migration onto the Property of hazardous substances
from the adjacent property known as 33 Union Avenue, and
provided that such hazardous substances were present on
the 33 Union Avenue property as of the date of this Lease.
The foregoing indemnity shall not apply to any
Environmental Damages resulting from, relating to, or
arising out of the release or threat of release of oil or
hazardous materials occurring during the Term of the Lease
(unless directly caused by Landlord or caused by migration
of hazardous substances in the manner described above) or
resulting from Tenant's (or its employees', agents'
invitees' or contractors') violation of any environmental
laws or caused by Tenant's use, operation, or occupation
of the Premises or from any breach by Tenant of the
provisions of Section 15.1 of this Lease.
17.2 THIRD PARTY CLAIMS.
(A) If any third party shall notify either Landlord
or Tenant with respect to any matter (a "Third Party
Claim") which may give rise to a claim for indemnification
against Landlord under this Article XVII or a claim for
indemnification against Tenant under Section 15.1, then the
party receiving notice shall promptly notify the other party
in writing; provided, however, that no delay in notifying
the other party shall relieve that party from any obligation
hereunder unless (and then solely to the extent) such
party is prejudiced.
(B) Landlord agrees to defend Third Party Claims
which arise solely out of Landlord's indemnity obligations
under Section 17.1 and so long as Landlord is conducting the
defense of the Third Party Claim in accordance with
Section 17.1 above, (i) Tenant may retain separate co-
counsel at its sole cost and expense and participate in
the defense of the Third Party Claim, (ii) Tenant will not
consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim without
the prior written consent of Landlord, and (iii) Landlord
will not consent to the entry of any judgment or enter
into any settlement with respect to the Third Party Claim
without the prior written consent of Tenant (not to be
withheld unreasonably).
(C) If Landlord does not defend against the Third
Party Claim as required by Section 17.2(B), however, (i)
Tenant
may defend against, and consent to the entry of any
judgment or enter into any settlement with respect to, the
Third Party Claim in any manner it reasonably may deem
appropriate (provided that Landlord may participate in any
such action, at its own expense, and Landlord shall have
the right to reject any settlement proposal by Tenant),
(ii) Landlord will reimburse Tenant promptly and
periodically for the costs of defending against the Third
Party Claim (including reasonable attorneys' fees and
expenses), and (iii) Landlord will remain responsible for
any Environmental Damages Tenant may suffer resulting
from, arising out of, relating to, in the nature of, or
caused by the Third Party Claim to the extent (and only to
the extent) provided in this Article XVII.
(D) Tenant agrees to defend Third Party Claims which
arise out of Tenant's indemnity obligations under Section
15.1
and so long as Tenant is conducting the defense of the
Third Party Claim in accordance with Section 15.1, (i)
Landlord may retain separate co-counsel at its sole cost
and expense and participate in the defense of the Third
Party Claim, (ii) Landlord will not consent to the entry
of any judgment or enter into any settlement with respect
to the Third Party Claim without the prior written consent
of Tenant (not to be withheld unreasonably), and (iii)
Tenant will not consent to the entry of any judgment or
enter into any settlement with respect to the Third Party
Claim without the prior written consent of Landlord (not
to be withheld unreasonably).
(E) If Tenant does not defend against the Third
Party Claim as required by Section 17.2(D), however, (i)
Landlord may defend against, and consent to the entry of any
judgment or enter into any settlement with respect to, the
Third Party Claim in any manner it reasonably may deem
appropriate (provided that Tenant may participate in any
such action, at its own expense), (ii) Tenant will
reimburse Landlord promptly and periodically for the costs
of defending against the Third Party Claim (including
reasonable attorneys' fees and expenses), and (iii) Tenant
will remain responsible for any Environmental Damages
Landlord may suffer resulting from, arising out of,
relating to, in the nature of, or caused by the Third
Party Claim to the fullest extent provided in this Article
XVII and in Section 15.1.
17.3 RESPONSE ACTIONS. If Tenant or Landlord is
required by applicable law to remediate oil or hazardous
materials on or under the Property or migrating or
threatening to migrate through, under or beyond the
Property, or to take any other response actions related to
the Premises and/or any migration or threat of migration,
then Landlord shall promptly undertake all such response
actions in accordance with all applicable laws. Upon
completion of each response action, Landlord shall
reasonably restore any affected portion of the Property to
the condition existing prior to the commencement of such
response action. If the response action is the result of
any breach by Tenant of the terms of Section 15.1 or
otherwise results from any environmental condition occurring
during the Term of this Lease, Tenant shall reimburse
promptly and periodically Landlord, as additional rent, for
all costs incurred by Landlord in connection with such
response action.
Tenant agrees, upon reasonable prior written notice
from Landlord, to grant Landlord or its contractors access
to the Premises to carry out such response actions as
Landlord deems appropriate, provided, however, that
Landlord shall use reasonable efforts to prevent any
interruption of Tenant's (or any permitted subtenant's or
assignee's) conduct of business at the Premises. Landlord
agrees to coordinate its activities with Tenant so as to
minimize any inconvenience to or interruption of the
normal use and enjoyment of the Premises by Tenant and by
any permitted subtenant and/or assignee consistent with
Landlord's obligations hereunder and under any applicable
judgment, decree or settlement.
17.4 SUCCESSORS AND ASSIGNS. This Article XVII is
binding upon and inures to the benefit of Landlord and
Tenant only. The parties acknowledge that Tenant has a
right to terminate this Lease in the event of a default by
Landlord or Theodore Pasquarello under the provisions of
Section 2 of that certain Letter of Credit Agreement of
even date herewith between Landlord, Tenant, Theodore
Pasquarello and the E. B. Trust Landlord. In the event
that this Lease is assigned or the Premises are sublet by
Tenant as permitted hereunder, then Landlord's obligations
under this Article XVII shall thereafter be owed only to
New England Business Service, Inc. and not to any of
Tenant's subtenants, successors, transferees, or assigns.
In the event the Property is acquired by a mortgagee of
the Property at foreclosure sale or by a deed-in-lieu of
foreclosure, the provisions of this Article XVII shall not
apply to such mortgagee.
ARTICLE XVIII
-------------
EXCULPATORY CLAUSE
18.1 LIMITATION ON LIABILITY. Notwithstanding
anything to the contrary herein, Landlord's liability for
its negligence or failure to perform its obligations
hereunder including all of Landlord's obligations under
Section 17 shall be limited to its interest in the Premises.
Tenant shall neither seek to enforce nor enforce any
judgment or other remedy against any other asset of
Landlord or any individual who holds any interest in
Landlord.
18.2 ACTIONS AGAINST LANDLORD. In any claim made by
Tenant against Landlord alleging that Landlord has acted
unreasonably where Landlord had an obligation to act
reasonably, Tenant shall have no right to recover damages
(except as permitted under Section 19.2) from Landlord and
Tenant's sole and exclusive recourse against Landlord
shall be an action seeking specific performance of
Landlord's obligation to act reasonably.
ARTICLE XIX
-----------
SUBMISSION TO JURISDICTION, ETC.
19.1 GOVERNING LAW. This Lease shall be construed
in accordance with the laws of the Commonwealth of
Massachusetts. All actions or proceedings relating,
directly or indirectly, to this Lease shall be litigated
only in courts located within the Commonwealth of
Massachusetts. Landlord, Tenant, their partners,
trustees, and their successors and assigns hereby subject
themselves to the jurisdiction of any state or federal
court located within the Commonwealth of Massachusetts.
19.2 RECOVERY OF FEES. If either party commences
any action or proceeding against the other in connection
with this Lease and such action or proceeding is disposed
of, by settlement, judgment or otherwise, the prevailing
party shall be entitled to recover from the other its
reasonable disbursements (including reasonable attorneys'
fees) and the reasonable fees and disbursements of
consultants or experts incurred in connection with such
action or proceedings.
IN WITNESS WHEREOF, each of Landlord and Tenant has
caused this Lease to be duly executed as of the date first
written above
LANDLORD:
By:/s/ Theodore Pasquarello
___________________________
Theodore Pasquarello, not
individually but as Trustee
of The Paris Trust
By:/s/ Eileen Pasquarello
___________________________
Eileen Pasquarello, not
individually but as Trustee
of The Paris Trust
TENANT:
NEW ENGLAND BUSINESS
SERVICE, INC.
By: /s/ John F. Fairbanks
_______________________________
Name:John F. Fairbanks
____________________________
Title:V.P. Finance, Chief Financial
Officer
_____________________________
LIST OF EXHIBITS
----------------
EXHIBIT A Floor Plan
EXHIBIT B Title Policy
EXHIBIT C List of Environmental Reports and Related
Documents