EXHIBIT 10.47
BRONX PARK BUILDING II
293 BOSTON POST ROAD WEST
MARLBORO, MASSACHUSETTS
OFFICE LEASE
STANDARD FORM
THIS LEASE ("Lease") made in Marlboro, Massachusetts, by and between
Rosewood III Associates Limited Partnership, a Massachusetts partnership
("Landlord") having a principal place of business at 33 Boston Post Road West
and Viewlogic Systems, Inc. ("Tenant") having principal place of business at
313 Boston Post Road West, Marlboro, Massachusetts 01752.
W I T N E S S E T H
ARTICLE 1
REFERENCE DATA AND DEFINITIONS
1.01 REFERENCE DATA
LANDLORD'S REPRESENTATIVE: David Depietri
Rosewood Development Corporation
LANDLORD'S ADDRESS (FOR PAYMENT OF RENT): Rosewood Development Corporation
33 Boston Post Road West
Marlboro, MA 01752
LANDLORD'S ADDRESS (FOR NOTICE AND BILLING): Same as Above
TENANT: Viewlogic Systems, Inc.
TENANT'S REPRESENTATIVE: Eugene Connolly
TENANT'S PHONE NUMBER: (508) 480-0881
PREMISES: Suites 400 & 500
RENTABLE AREA OF PREMISES: 64,647 Square Fee (53,657 Usable
Square Feet)
RENTAL AREA OF THE BUILDING: 172,300 Square Feet
RENT COMMENCEMENT DATE: 53,749 Rentable Square Feet (44,612 Usable Square Feet) May 1,
1990 or three months from date of occupancy, if later.
Additional 10,898 rentable Square Feet (9,045 usable Square
Feet) eighteen month: (18) from occupancy or occupancy if
earlier.
OCCUPANCY DATE: February 1, 1990 or date of occupancy if later.
TERM: Four (4) LEASE YEARS
BASIC RENT: SEE SCHEDULE BELOW:
MONTH ANNUAL RATE PER RENTABLE
SQ. FT.
1-12 $15.80
13-24 $16.55
25-36 $17.40
37-48 $17.50
ESTIMATED COST OF ELECTRICAL SERVICE: N/A, Tenant to be separately metered for electricity.
INITIAL MONTHLY PAYMENT (Basic Rent): $70,769.52
TAX BASE: $1.60 Per Square Foot of Rentable Area per year.
OPERATING EXPENSE BASE: $2.75 Per Square Foot of Rentable Area per year.
TENANT'S SHARE: 31.20% for 53,749 Square Feet
37.52% for 64,647 Square Feet
SECURITY DEPOSIT: $70,769.52 plus one (1) months rent for additional space when
occupied.
GUARANTOR: N/A
PERMITTED USES: General Office uses consistent with a first class office
building, including software manufacturing and distribution.
1.02 GENERAL PROVISIONS.
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For all purposes of the Lease unless otherwise expressed
and provided herein or therein or unless the context otherwise requires:
(a) The words HEREIN, HEREOF, HEREUNDER and other
words of words of similar import refer to the
Lease as a whole and not to any particular
article, section or other subdivision of this
Lease.
(b) A pronoun in one gender includes and applies to
the other genders as well.
(c) Each definition stated in Section 1.01 or 1.03 of
this Lease applies equally to the singular and the
plural forms of the term or expression defined.
(d) Any reference to a document defined in Section
1.03 of this Lease is to such document as
originally executed, or, if modified, amended or
supplemented in accordance with the provisions of
this Lease, to such document as so modified,
amended or supplemented and in effect at the
relevant time of reference thereto.
(e) All accounting terms not otherwise defined herein
have the meanings assigned to them in accordance
with generally accepted accounting principles.
(f) All references in Section 1.01 hereof are subject
to the specified definitions thereof (if any) in
Section 1.03 hereof.
1.3 TERMS DEFINED.
Each term of expression set forth above in Section 1.01
hereof or below in this Section 1.03 has the meaning stated immediately after
it.
ADDITIONAL SERVICES. Services provided to Tenant or in
respect of the Premises which are not described in Exhibit F hereto.
ADJUSTED OPERATING EXPENSE BASE. The amount determined by
multiplying the Operating Expense Base by the Adjustment Factor.
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ADJUSTED TAX BASE. The amount determined by multiplying the
Tax Base by the Adjustment Factor.
ADJUSTMENT FACTOR. With respect to the First Calendar Year
and the Last Calendar Year, the percentage computed by dividing (i) the
number of days of each such period falling within the Lease term by (ii) 365.
AFFILIATE. With respect to any specified person, any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, the term control when used with respect to any specified person
means the power to direct the management and policies of such person,
directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms controlling and controlled by having
meanings correlative to the foregoing.
AUTHORIZATIONS. All franchises, licenses, permits and other
governmental consents issued by Governmental Authorities pursuant to Legal
Requirements which are or may be required for the use and occupancy of the
Premises and the conduct or continuation of a Permitted use therein.
BASIC SERVICES. The services described in Exhibit F hereto.
BUILDING. The building currently under construction on the
Land.
BUILDING STANDARD TENANT FINISHES. The standards set by
Landlord for the quality of work done on the Premises described in Exhibit C.
BUSINESS DAY. A day which is not a Saturday, Sunday or
other day on which banks in Boston, Massachusetts, are authorized or required
by law or executive order to remain closed.
CALENDAR YEAR. The First Calendar Year, the Last Calendar
Year and full calendar year (January 1 through December 31) occurring during
the Lease Term.
COMMON AREAS. All areas devoted to the common use of
occupants of the Building or the provision of Services the Building,
including but not limited to the atrium, all corridors, elevator foyers, air
shafts, elevator shafts, and elevators, stairwells and stairs, restrooms,
mechanical rooms, janitor closets, vending areas and other similar facilities
for the provision of Services of the use of all occupants of multi-tenant
floors or all occupants of the Building.
CONTROL. As defined in the definition of Affiliate.
CORPORATION. A corporation, company, association, business
trust or similar organization wherever formed.
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DEFAULT. Any event or condition specified in Article 20
hereof so long as any applicable requirement for the giving of notice or
lapse of time or both have not been fulfilled.
EVENT OF DEFAULT. Any event or condition specified in (a)
Article 20 hereof (if all applicable periods for the giving of notice or
lapse of time or both have been fulfilled) or (b) in Article 21 hereof.
FAIR RENTAL VALUE. The amount per square foot per annum
which a Person not an Affiliate or either Landlord or Tenant would pay as
Basic Rent (using the Tax Base and Operating Expense Base) as of the time of
determination for the Premises for a term of four years plus options. All
Additional Rent such as Taxes and Operating Expenses shall be in addition to
the price per square foot so determined.
FIRST CALENDAR YEAR. The partial Calendar Year period
commencing on the Term Commencement Date and ending on the next succeeding
December 31.
FORCE MAJEURE. Acts of God, strikes, lock outs, labor
troubles, failure of power, riots and insurrection, acts of public enemy,
wars, earthquakes, hurricanes and other natural disasters, fires, explosions,
any act; provided, however, lack of money shall not be deemed such a cause.
GENERAL CONTRACTOR. Harvey Construction Company, Inc.
GOVERNMENTAL AUTHORITY. United States of America, the
Commonwealth of Massachusetts, the Town of Marlborough, County of Middlesex,
and any political subdivision thereof and any agency, department, commission,
board, bureau or instrumentality of any of them.
INSOLVENCY. The occurrence with respect to any Person of
one or more of the following events: the death, dissolution, termination of
existence (other than by merger or consolidation), insolvency, appointment of
a receiver for all or substantially all of the property of such person, the
making of a fraudulent conveyance or the execution of an assignment or trust
mortgage for the benefit of creditors by such Person, or the filing of a
petition of bankruptcy or the commencement of any proceedings by or against
such Person under a bankruptcy, insolvency or other law relating to the
relief or the adjustment of indebtedness, rehabilitation or reorganization of
debtors; provided that if such petition or commencement is involuntarily made
against such a Person and is dismissed within 120 days of the date of such
filing or commencement, such events shall not constitute an insolvency
hereunder.
INSURANCE REQUIREMENTS. All terms of any policy of
insurance maintained by Landlord or Tenant and applicable to (or affecting
any condition, operation, use or occupancy of) the Building or the Premises
or any part or parts of either and all requirements of the
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issuer of any such policy and all orders, rules, regulations and other
requirements of the National Board of Fire Underwriters (or any other body
exercising similar functions).
LAND. The land on 293 Boston Post Road West, Marlboro,
Massachusetts, County of Middlesex, Commonwealth of Massachusetts. Map 077,
Lot 011, Book 15969, Page 237.
LANDLORD'S CONTRIBUTION. All the cost of finishing the
Premises shown in Exhibit C.
LANDLORD'S WORK. The work to be done by Landlord with
respect to the Premises described in Exhibit C.
LAST CALENDAR YEAR. The partial Calendar Year commencing on
January 1 of the Calendar Year in which the Lease Termination Date occurs and
ending on the Lease Termination Date.
LEASE TERM. The period commencing on the Term Commencement
Date and ending on the Lease Termination Date.
LEASE TERMINATION DATE. The earlier to occur of (1) the
Stated Expiration Date, (2) the termination of this Lease by Landlord as the
result of an Event of Default, (3) the termination of this Lease pursuant to
Article 17 (Damage or Destruction) or 18 (Eminent Domain) hereof.
LEASE YEAR. A period commencing on the Term Commencement
Date (or an anniversary thereof) and ending on the Day before the next
succeeding anniversary thereof. For example, the first Lease Year is a period
commencing on the Term Commencement Date and ending on the day before the
first anniversary thereof. The last Lease Year shall end on the Lease
Termination Date.
LEGAL REQUIREMENTS. All statutes, codes, ordinances (and
all rules and regulations thereunder), all executive orders and other
administrative orders, judgments, decrees, injunctions and other judicial
orders of or by any Governmental Authority which may at any time be
applicable to parts or appurtenances of the Premises or Building or to any
condition or use thereof and the provisions of all Authorizations.
OCCUPANCY ARRANGEMENT. With respect to the Premises of any
portion thereof, and whether (a) written or unwritten or (b) for all or any
portion of the Lease Term, an assignment, a sublease, any tenancy at will, a
tenancy at sufferance, or any other arrangement (including but not limited to
a license or concession) pursuant to which a Person occupies the Premises for
any purpose.
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OPERATING EXPENSE BASE. With respect to each Calendar Year
the amount determined by multiplying the Rentable Area of the Premises by the
amount hereinbefore set forth as the Operating Expense Base per square foot
of Rentable Area per year, but with respect to the First Calendar Year and
the and the Last Calendar Year, the Adjusted Operating Expense Base.
OPERATING EXPENSES. All expenses, costs, and disbursements
of every kind and nature which Landlord shall pay or become obligated to pay
in connection with the ownership, operation and maintenance of the Building
(including all facilities in operation on the Term Commencement Date and such
additional facilities which are necessary or beneficial for the operation of
the Building) and the Land and the provision of Basic Services, including,
but not limited to ((a) reasonable wages, salaries, fees and costs to Landlord
of all non-management Persons directly engaged in connection therewith,
including taxes, insurance, and standard Landlord non-management personnel
benefits relating thereto; (b) the cost of (i) all supplies and material
electricity and lighting, for Common Areas, (ii) water heat, air
conditioning, and ventilating for the building, (iii) all maintenance,
janitorial, and service agreements, (iv) all insurance, including the cost of
casualty and liability insurance applicable to the Building and Landlord's
personal property used in connection therewith, (v) repairs and general
maintenance, (vi) capital items which are primarily for the purpose of
reducing Operating Expenses or which may be required by a Governmental
Authority, amortized over the reasonable life of the capital items with the
reasonable life and amortization schedule being determined by Landlord in
accordance with generally accepted accounting principles but not to exceed
the reduction in operating expenses, (vii) pursuing an application for an
abatement of taxes pursuant to Section 6.05 hereof to the extent not deducted
from the abatement, if any, received, (viii) independent auditors, (ix)
Deleted (x) providing office space for the manager of the Building; (c)
management fees; and (d) a share (equal to percentage computed by a fraction
the numerator of which is the Rentable Area of the Building and the
denominator of which is the aggregate Rentable Area of all constructed
buildings (including the Building at 293 Boston Post Road West), at the cost
to Landlord of operating, repairing and maintaining exterior common areas and
facilities of 293 Boston Post Road West (of which development the Building is
a part) which may not be located entirely on the Land but which are available
for landscaping, security and maintenance for common roadways and open areas.
Operating Expenses shall not include (i) capital items except as provided
above or (ii) specific costs billed and paid by specific tenants. Operating
Expenses shall be determined using the accrual of accounting.
PARTIAL TAKING. Any Taking which is not a Total Taking.
PERMITTED EXCEPTIONS. Any liens or encumbrances on the
Premises in the nature of (a) liens for taxes assessed but not yet due and
payable, (b) easements, reservation restrictions and rights of way
encumbering or affecting the Land on the date of this Lease, (c) the rights
of Landlord, Tenant and any other Person to whom Landlord has granted such
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rights to exercise in common with respect to the Land and the Common Areas
the rights granted to Tenant hereunder, (d) mortgages of record, and (e)
Title Conditions.
PERSON. An individual, a Corporation, a company, a
voluntary association, a partnership, a trust, an unincorporated organization
or a government or any agency, instrumentality or political subdivision
thereof.
PREMISES. The space in the Building shown outlined in _____
on Exhibit B hereto.
PROCEEDS. With respect to any Taking or occurrence
described in Article 17 hereof, with respect to which any Person is obligated
to pay any amount to or for the account of Landlord, the aggregate of (i) all
sums payable or receivable under or in respect of any insurance policy, and
(ii) all sums or awards payable in respect to a Taking.
PROHIBITED OCCUPANCY ARRANGEMENT. An Occupancy Arrangement
which provides for any rent or other payment based in whole or in part on the
net income or profits derived by any person from the Premises.
RENT. Basic Rent and all Additional Rent.
RENTABLE AREA OF THE PREMISES. The number of square feet
stated in Section 1.01, whether the same should be more or less as a result
of minor variations resulting from actual construction and completion of the
Building or Premises so long as such work is done in accordance with the
terms and provisions hereof. The calculation was made according to the
following formula:
(i) On single tenant floors, the usable area
measured from the inside surfaces of the outer
glass of the Building less elevators, stairways
and ventilation shafts, plus Tenant's Share of
Common Areas.
(ii) On multi-tenant floors, the usable area
measured from inside surface of the outer glass of
the Building to the midpoint of all demising walls
of the space being measured plus the area of each
corridor adjacent to and required as the result of
the layout of the space being measured, measured
from the midpoint of the adjacent demising walls,
plus Tenant's Share of Common Areas.
RULES AND REGULATIONS. Reasonable rules and regulations
promulgated by Landlord and uniformly applicable to persons occupying the
Building regulating the details of the operation and use of the Building. The
initial Rules and Regulations are attached hereto as Exhibit G.
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SERVICES. Basic Services and Additional Services.
SPECIAL WORK. Work done in or with respect to the Premises
which is not part of Landlord's Work or the cost of which exceeds Landlord's
Contribution.
STATED EXPIRATION DATE. The last day of the last Lease Year
of the Term stated in Section 1.01.
SUBSTANTIAL COMPLETION DATE. The date on which the Premises
together with the appurtenant areas of the Building necessary for access and
service thereto, have been completed in accordance with Article 7 hereof
except for items of work and adjustment of equipment and fixtures which are
not necessary to make the Premises reasonably tenantable for the Permitted
Uses and because of season or weather or nature of the item cannot
practicably be done at the time.
TAKING. The taking or condemnation of title to all or any
part of the Land or the possession or use of the Building or the Premises by
a person for any public use or purpose or any proceeding.
TAX BASE. With respect to each Calendar Year the amount
determined by multiplying the Rentable Area of the Premises by the amount
hereinbefore set forth as the Tax Base per square foot of Rentable Area per
year, but with respect to the First Calendar Year and the Last Calendar Year,
the Adjusted Tax Base.
TAXES. Subject to the last sentence of this paragraph, all
taxes, special or general assessments, water rents, rates and charges, sewer
rents and other impositions and charges imposed by Governmental Authorities
of every kind and nature whatsoever, extraordinary as well as ordinary and
each and every installment thereof which shall or may during the term of this
Lease be charged, levied, laid, assessed, imposed, become due and payable or
become liens upon or for with respect to the Land or any part thereof or the
Building or the Premises, appurtenances of equipment owned by Landlord
thereon or therein or any part thereof or on this Lease under or by virtue of
all present or future Legal Requirements and are tax based on a percentage,
fraction or capitalized value of the Rent (whether in lieu of or in addition
to the taxes hereinbefore described). Taxes shall not include inheritance,
estate, excise, succession, transfer, gift, franchise, income, gross receipt,
or profit taxes except to the extent such are in lieu of but not in addition
to or in substitution for Taxes as now imposed on the Building, the Land, the
Premises or this Lease.
TENANT. As defined in the preamble hereof.
TENANT'S COST. None of the cost of work done in connection
with the completion of the Premises as shown in Exhibits B & C.
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TENANT'S SHARE. Tenant's share of building is equal to T
divided by B x 100%, where "T" is equal to the number of rentable square feet
rented by the Tenant and "B" is equal to 100% of the total rentable square
feet of the building.
TERM COMMENCEMENT DATE. The earlier of (a) the later of (x)
the date specified by Landlord in the notice delivered pursuant to Section
7.03 or (y) the Substantial Completion Date, or (b) any other date for such
commencement determined in accordance with said Article 7, or (c) the date on
which Tenant first occupies the Premises for the Permitted Uses.
TITLE CONDITIONS. All covenants, agreements, restrictions,
easements and declarations of record on the date hereof so far as the same
may be from time to time in force and applicable.
TOTAL TAKING. (I) a Taking of: (a) the fee interest in all
or substantially all of the Building or (b) such title to, easement in, over,
under or such rights to occupy and use any part or parts of the Building to
the exclusion of Landlord as shall have the effect, in the good faith
judgment of the Landlord, of rendering the portion of the Building remaining
after such Taking (even if restoration were made) unsuitable for the
continued use and occupancy of the Building for the Permitted Use or (ii) a
Taking of all or substantially all of the Premises or such title to or
easement in, on or over the Premises to the exclusion of Tenant which in the
good faith judgment of the Landlord prohibits access to the Premises or the
exercise by Tenant of any rights under this Lease.
WORK LETTER. The agreement between Landlord and Tenant with
respect to the finishing of the Premises, which shall be substantially in the
form attached hereto as Exhibit C.
WORKING DRAWINGS. The Working Drawings for the finishing of
the Premises developed by Landlord and Tenant in accordance with the Work
Letter. The Work Drawings shall be prepared in compliance with all applicable
Legal Requirements and stamped by registered Massachusetts professionals, and
shall consist of all architectural and engineering plans which are required
to finish the Premises or to obtain any Authorization required therefor.
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1.04 TABLE OF CONTENTS BY ARTICLES AND SECTIONS
PAGE
ARTICLE 1 - Reference Data and Definitions........................................................................1
1.01 Reference Data.......................................................................1
1.02 General Provisions...................................................................3
1.03 Terms Defined........................................................................3
1.04 Table of Contents by Articles and Sections..........................................12
ARTICLE 2 - Premises.............................................................................................15
2.01 Premises............................................................................15
2.02 Appurtenances.......................................................................15
ARTICLE 3 - Term.................................................................................................15
3.01 Term Commencement...................................................................15
3.02 Termination.........................................................................15
ARTICLE 4 - Rent.................................................................................................15
4.01 Basic Rent..........................................................................15
4.02 Computation of Basic Rent...........................................................16
4.03 (Deleted)...........................................................................16
4.04 Resolution of Disputes with Respect to Fair Rental Value Arbitration................16
ARTICLE 5 - Use of Premises......................................................................................17
5.01 Use Restricted......................................................................17
ARTICLE 6 - Taxes; Operating Expenses; Estimated Cost of Electrical Services.....................................17
6.01 Expenses and Taxes..................................................................17
6.02 Annual Statement of Additional Rent Due.............................................17
6.03 Monthly Payments of Additional Rent.................................................18
6.04 Accounting Periods..................................................................18
6.05 Abatement of Taxes..................................................................18
6.06 Electric Service; Payment as Additional Rent........................................18
6.07 Change in Rates or Usage............................................................19
6.08 Late Payment of Rent................................................................19
ARTICLE 7 - Improvements, Repairs, Additions, Replacements.......................................................20
7.01 Preparation of the Premises.........................................................20
7.02 Time for Completion.................................................................20
7.03 Notice to Commence..................................................................20
7.04 Delays..............................................................................20
7.05 Tenant's Access to the Premises.....................................................21
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7.06 Alterations and Improvements........................................................21
7.07 Maintenance.........................................................................22
7.08 Redelivery..........................................................................22
ARTICLE 8 - Building Services....................................................................................22
8.01 Building Services...................................................................23
8.02 Other Janitors......................................................................23
8.03 Additional Services.................................................................23
8.04 Limitations on Landlord's Liability.................................................23
8.05 Electric Service....................................................................23
ARTICLE 9 - Tenant's Particular Covenants........................................................................24
9.01 Pay Rent............................................................................24
9.02 Occupancy of the Premises...........................................................24
9.03 Safety..............................................................................24
9.04 Equipment...........................................................................24
9.05 Electrical Equipment................................................................25
9.06 Pay Taxes...........................................................................25
ARTICLE 10 - Requirements of Public Authority....................................................................25
10.01 Legal Requirements..................................................................25
10.02 Contests............................................................................25
ARTICLE 11 - Covenant Against Liens..............................................................................25
11.01 Mechanics Liens.....................................................................26
11.02 Right to Discharge..................................................................26
ARTICLE 12 - Access to Premises..................................................................................26
12.01 Access..............................................................................26
ARTICLE 13 - Assignment and Subletting: Occupancy Arrangements...................................................26
13.01 Subletting and Assignment...........................................................26
ARTICLE 14 - Indemnity...........................................................................................27
14.01 Tenant's Indemnity..................................................................27
14.02 Landlord's Liability................................................................27
ARTICLE 15 - Insurance...........................................................................................28
15.01 Liability Insurance.................................................................28
15.02 Casualty Insurance..................................................................28
ARTICLE 16 - Waiver of Subrogation...............................................................................28
16.01 Waiver of Subrogation...............................................................29
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16.02 Waiver of Rights....................................................................29
ARTICLE 17 - Damage of Destruction...............................................................................29
17.01 Substantial Damage..................................................................29
17.02 Restoration.........................................................................29
18.01 Total Taking........................................................................30
18.02 Partial Taking......................................................................30
18.03 Awards and Proceeds.................................................................30
ARTICLE 19 - Quiet Enjoyment.....................................................................................30
19.01 Landlord's Covenant.................................................................30
19.02 Subordination.......................................................................31
19.03 Notice to Mortgagee.................................................................31
19.04 Other Provisions Regarding Mortgagees...............................................31
ARTICLE 20 - Defaults; Events of Default.........................................................................32
20.01 Defaults............................................................................32
20.02 Tenant's Best Efforts...............................................................32
20.03 Elimination of Default..............................................................32
ARTICLE 21 - Insolvency..........................................................................................33
21.01 Insolvency..........................................................................33
ARTICLE 22 - Landlord's Remedies; Damages on Default.............................................................33
22.01 Landlord's Remedies.................................................................33
22.02 Surrender...........................................................................34
22.03 Right to Relet......................................................................34
22.04 Survival of Covenants...............................................................34
22.05 Right to Equitable Relief...........................................................35
22.06 Right to Self Help; Interest on Overdue Rent........................................35
22.07 Further Remedies....................................................................35
ARTICLE 23 - Waivers.............................................................................................35
23.01 No Waivers..........................................................................36
ARTICLE 24 - Security Deposit....................................................................................36
24.01 Security Deposit....................................................................36
ARTICLE 25 - General Provisions..................................................................................36
25.01 Force Majeure.......................................................................36
25.02 Notices and Communications..........................................................36
25.03 Certificates, Estoppel Letter.......................................................37
25.04 Renewal.............................................................................37
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25.05 Governing Law.......................................................................38
25.06 Partial Invalidity..................................................................38
25.07 Notice of Lease.....................................................................38
25.08 Interpretation; Consents............................................................38
25.09 Entire Agreement....................................................................38
25.10 Parties.............................................................................39
ARTICLE 26 - Miscellaneous.......................................................................................39
26.01 Option at Lease Termination.........................................................39
26.02 Right of First Offer on Additional Space............................................39
26.03 Parking.............................................................................39
26.04 Extended Hours HVAC.................................................................39
26.05 Moving Expense......................................................................40
26.06 Signage.............................................................................40
26.07 Balconies...........................................................................40
26.08 Refurbish Facility..................................................................40
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ARTICLE 2
PREMISES
2.01 PREMISES.
Landlord hereby leases and lets to Tenant, and Tenant
hereby takes and hires from Landlord, upon and subject to the terms,
conditions, covenants and provisions hereof, the Premises subject to the
Permitted Exceptions. Landlord reserves the right to relocate within or
without the Premises pipes, ducts, vents, flues, conduits, wires and
appurtenant fixtures which service other parts of the Building; PROVIDED that
such work is done in such a manner that it does not unreasonably or
materially interfere with Tenant's use of the Premises.
2.02 APPURTENANCES.
Tenant may use the Common Areas and the Land as
appurtenant to the Premises for the purposes for which they were designed.
ARTICLE 3
TERM
3.01 TERM COMMENCEMENT.
The Lease Term shall commence on the Term Commencement
Date.
3.02 TERMINATION.
The Lease Term shall end on the Lease Termination Date.
ARTICLE 4
RENT
4.01 BASIC RENT.
Tenant shall pay Landlord for the Premises, without offset
or deduction and without previous demand therefor, the Basic Rent as annual
rent for each Lease Year. Basic Rent shall be paid in equal monthly
installments in advance on the first day of each calendar month during the
Lease Term. The first installment of Base Rent should be paid on the Rent
Commencement Date. Subsequent installments of Basic Rent shall be paid on the
first day of every calendar month thereafter. Basic Rent for partial months
at the beginning or end of the Lease Term shall be PRO-RATED and paid on the
Term Commencement Date and the first day of the calendar month in which the
Lease Termination Date is to occur.
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4.02 COMPUTATION OF BASIC RENT.
The Basic Rent for each the first four (4) Lease Years
shall be stated in Article 1.01 hereof.
Basic Rent so determined shall be exclusive of (and in
addition to) amounts due hereunder for Taxes, Operating Expenses above the
operating base and tax base.
4.03 (Deleted)
4.04 RESOLUTION OF DISPUTES WITH RESPECT TO FAIR RENTAL VALUE
ARBITRATION.
At least One-Hundred Eighty (180) (but not earlier than two
hundred forty (240)) days prior to the fourth anniversary of the Term
Commencement Date Landlord will notify Tenant of Landlord's estimate of the
Fair Rental Value of the Premises. Landlord and Tenant will attempt to
negotiate and determine by agreement the Fair Rental Rate for the Premises.
Landlord shall provide Tenant with data regarding all basic Lease terms and
renewal rates such as contained in Section 1.01 for all other tenants in the
existing Building and all similar buildings owned or controlled by Landlord
in the Town of Marlborough. If a dispute shall arise between Landlord and
Tenant with respect to the determination of Fair Rental Value or if Landlord
and Tenant have not agreed on such amount by the date which is One Hundred
Twenty (120) days prior to the date which is fourth anniversary of the Term
Commencement Date, such dispute shall be determined exclusively by the
arbitrators appointed under this Section 4.04.
If Fair Rental Value is to be determined by the
arbitrators, either Landlord or Tenant may give the other party a written
notice setting forth the name of an arbitrator and demanding that the same be
arbitrated pursuant to this Section. The other party shall, within 14 days
after the receipt of a notice to arbitrate as provided above, appoint their
arbitrator and notify the other party in writing of the name and address of
their arbitrator so appointed. If within 21 days after the appointment of the
second arbitrator the arbitrators have not rendered their decision, or have
not come to an agreement a third arbitrator shall be appointed by the
arbitrators previously appointed (or in default of such appointment by the
President of the Greater Boston Real Estate Board, (or any organization
successor thereto) or in his absence, refusal, failure or inability to act,
by the then President of the Boston Bar Association (or any organization
successor thereto), or in his absence, refusal, failure or inability to act,
or in the event that bona fide question shall exist as to the person
authorized to appoint the additional arbitrator, by a Judge of the Superior
Court of the Commonwealth of Massachusetts in Middlesex County, or of any
other Court sitting in Middlesex County succeeding to the jurisdiction and
functions now exercised by the Superior Court of the Commonwealth of
Massachusetts). In the event that an arbitrator appointed pursuant to this
Section 4.04 shall thereafter die or become unable or unwilling to act, his
successor shall be
16
appointed in the same manner provided herein for the appointment of the
arbitrator so dying or becoming unable or unwilling to act.
All of the arbitrators, however appointed, shall be fit and
impartial individuals having at least five (5) years experience in commercial
real estate office leasing and financing. Arbitration proceedings shall be
conducted in Boston in accordance with the rules of the American Arbitration
Association then in effect, but only so far as consistent with the provisions
of this Section. The arbitrators shall be sworn faithfully and fairly to
determine the questions at issue. They shall afford each party a hearing and
the right to submit evidence with the privilege of cross-examination, on the
questions at issue, and shall, with all possible speed, make their
determination in writing and give written notice of their determination. If
the first two arbitrators fail to decide, the decision of the third
arbitrator shall be final.
Landlord and Tenant shall each be solely responsible for
the payment of all fees and expenses of the arbitrator it appointed, and
shall share equally the payment of all fees and expenses of the American
Arbitration Association (if any) and of a third arbitrator (if any be
appointed hereunder).
ARTICLE 5
USE OF PREMISES
5.01 USE RESTRICTED.
The Premises may be used for the Permitted Uses and for no
other purpose. No improvements may be made in or to the Premises except as
otherwise provided in this Lease.
ARTICLE 6
TAXES; OPERATING EXPENSES; ESTIMATED COST OF ELECTRICAL SERVICES
6.01 EXPENSES AND TAXES.
If with respect to any Calendar Year, Tenant's Share of (a)
Operating Expenses exceeds the Operating Expense Base or (b) Taxes exceeds
the Tax Base (whether as the result of an increase in rate or assessment or
both), Tenant shall pay to Landlord the amount of each such excess. Any
amount due with respect to this Section 6.01 shall be due on the date which
is thirty (30) days after receipt by the Tenant of the statement described in
Section 6.02 hereof.
6.02 ANNUAL STATEMENT OF ADDITIONAL RENT DUE.
Landlord shall render to Tenant a statement, showing (i)
for the Calendar Year so indicated (a) Taxes and (b) Operating Expenses and
(ii) for the then current Calendar
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Year, and estimate for (a) Operating Expense, (b) Taxes and (c) Tenant's
obligation under Section 6.01.
6.03 MONTHLY PAYMENTS OF ADDITIONAL RENT.
Tenant shall pay to Landlord in advance for each calendar
month of the Lease Term falling between receipt by Tenant of the statement
described in Section 6.02 and receipt by Tenant of the next such statement,
as Additional Rent an amount equal to 1/12th of Tenant's estimated obligation
under Section 6.01 shown thereon. The amount due under this Section 6.03
shall be paid with Tenant's monthly payments of Basic Rent and shall be
credited by Landlord to Tenant's obligations under Section 6.01. If the total
amount paid hereunder exceeds the amount due under such Section, such excess
shall be credited by Landlord against the monthly installments of Additional
Rent next falling due or shall be refunded to Tenant upon the expiration or
termination of this Lease.
6.04 ACCOUNTING PERIODS.
Landlord shall have the right from time to time to change
the periods of accounting hereunder to any other annual period than a
Calendar Year, and upon any such change, all items referred to in this
Article 6 shall be appropriately apportioned. In all statements rendered
under Section 6.02, amounts for periods partially within and partially
without the accounting periods shall be appropriately apportioned, and any
items which are not determinable at the time of a statement shall be included
therein on the basis of Landlord's estimate and with respect thereof Landlord
shall render promptly after determination a supplemental statement and
appropriate adjustment shall be made according thereto. With proper notice,
Tenant shall have the right to examine the accounting records of the Building
at their own expense during normal business hours.
6.05 ABATEMENT OF TAXES.
Landlord may at any time and from time to time make
application to the appropriate Governmental Authority for an abatement of
Taxes. Landlord shall make such an application at any time tenants occupying
more than 60% if the Rentable Area of the Building under written Occupancy
Arrangements directly with the Landlord request that Landlord do so. If (i)
such an application is successful and (ii) Tenant has made any payment in
respect of Taxes pursuant to this Article 6 for the period with respect to
which the abatement was granted, Landlord shall (a) deduct from the amount of
the abatement all reasonable expenses incurred by it in connection with the
application (b) pay to Tenant Tenant's share (adjusted for any period for
which Tenant has made a partial payment) of abatement with interest, if any,
paid by the Governmental Authority on such abatement and (c) retain the
balance, if any.
6.06 ELECTRIC SERVICE; PAYMENT AS ADDITIONAL RENT.
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If Tenant is separately metered for their electricity this
paragraph does not apply. The Estimated Cost of Electrical Service if
applicable, is Landlord's estimate of the cost (on the date hereof) of
lighting the Premises and operating Tenant's office equipment. This estimate
is based on information supplied to Landlord by Tenant and shall be subject
to adjustment as hereinafter set forth. Tenant shall reimburse Landlord for
the cost of providing such electrical energy by paying to Landlord the
estimated Cost of Electrical Service. Tenant shall pay Landlord (without
previous demand therefor) such amount in monthly installments on the same day
on which Basic Rent is due. If Tenant (a) connects equipment (i) other than
normal office equipment or (ii) which operates in excess of 120 volts nominal
to the Building Distribution System, or (b) operates any such equipment
beyond normal operating hours, the Estimated Cost of Electrical Service shall
be increased by an amount which will reflect the cost to Landlord of the
additional electrical service to be furnished by Landlord. If Landlord and
Tenant cannot agree on the amount of such increase, such amount shall be
conclusively determined by a reputable independent electrical engineer or
consulting firm to be selected by Landlord and paid equally by both parties.
All additional risers or other equipment required for equipment other than
normal office equipment or equipment which operates on 120 volts nominal
shall be provided by Landlord, and the cost thereof shall be paid by Tenant.
6.07 CHANGE IN RATES OR USAGE.
The Estimated Cost of Electrical Service is based on
current rates for such service and Landlord's good faith estimate of the
usage of electricity by Tenant. If at any time after the date of this Lease,
(i) the rates at which Landlord purchases electrical energy from the public
utility supplying electrical service to the Building, or any charges incurred
or Taxes payable by Landlord in connection therewith shall be increased or
decreased or (ii) the usage by Tenant exceeds Landlord's estimate thereof,
the Estimated Cost of Electrical Service shall be increased or decreased, as
the case may be, by an amount equal to the estimated increase or decrease, as
the case may be, in Landlord's cost of furnishing the electricity referred to
above as a result of such increase or decrease in rates, charges, taxes or
usage.
6.08 LATE PAYMENT OF RENT.
If any installment of fixed rent or additional rent is not
received in full within five (5) days of its due date then, in addition to
any other rights or remedies of the Landlord, upon demand of Landlord, Tenant
shall pay for each month that rental payments are not timely made, a sum
equal to five percent (5%) of each unpaid portion of such monthly installment
as a liquidated damages charge arising out of and occurring as the result of
each such late payment.
In the event that Tenant makes three or more late payments
of rent during the Term, Landlord may deem such action to constitute an Event
of Default sufficient to
19
terminate (i) the Lease, (ii) any provision for exercise by Tenant of any
option rights under the Lease or (iii) both.
ARTICLE 7
IMPROVEMENTS, REPAIRS, ADDITIONS, REPLACEMENTS
7.01 PREPARATION OF THE PREMISES.
Landlord shall perform Landlord's Work as set forth in
Exhibit C. All improvements to the Premises must be of a quality equal to or
better than the Building Standard Tenant Finishes. Landlord shall also do the
work described in the Working Drawings, subject to the provisions of the Work
Letter. If (i) the cost of such work exceeds Landlord's Contribution or (ii)
Landlord further agrees to do, at Tenant's request, any Special Work, Tenant
shall pay the amount of Tenant's Cost to Landlord in accordance with
Section 9 of the Work Letter.
7.02 TIME FOR COMPLETION.
Landlord shall use due diligence to have the Premises ready
for occupancy on or before the Scheduled Occupancy Date. Reference is made to
the Work Letter for details of the completion process.
7.03 NOTICE TO COMMENCE.
Approximately fifteen (15) days prior to the Substantial
Completion Date, at Tenant's written request, Landlord shall furnish Tenant a
notice stating the Term Commencement Date.
7.04 DELAYS.
If Landlord shall be delayed in substantially completing
the work in the Premises as the result of:
(a) delay in delivery to Landlord of any plans,
design work and detailed drawing beyond
December 1, 1989, or
(b) Tenant's requests for Special Work or change
to the Working Drawings.
(c) delays in performance by Tenant or any Person
employed by Tenant which shall cause delays
in the completion of any work to be done by
Landlord or which shall otherwise delay the
substantial completion of the Premises, or
20
(d) any fault, negligence, omission, or failure
to and on the part of Tenant or its agents,
contractors, workmen, mechanics, suppliers or
invitees.
The Premises shall be deemed to be substantially completed on (and the Term
Commencement Date shall be) the Estimated term Commencement Date.
7.05 TENANT'S ACCESS TO THE PREMISES.
Tenant and Tenant's agents, at Tenant's sole risk, may,
with Landlord's prior consent, enter the Premises prior to the Term
Commencement Date in order to do such work as may be required to make the
Premises ready for Tenant's use and occupancy thereof. If Landlord permits
such entry prior to the Term Commencement Date, such permission shall be
conditioned upon Tenant and Tenant's agents, contractors, workmen, mechanics,
suppliers and invitees, working in harmony with Landlord and the General
Contractor and with other tenants and occupants of the Building. If at any
time such entry shall cause or threaten to cause disharmony or otherwise
interfere with the orderly completion of operation of the Building, Landlord
shall have the right to withdraw such permission upon twenty-four (24) hours
written notice to Tenant. Any such entry into and occupation of the Premises
shall be deemed to be under all of the terms, covenants, conditions and
provisions of this Lease except the covenant to pay Rent. Landlord shall not
be liable in any way for any injury, loss or damage which may occur to any of
Tenant's work and installations made in the Premises or to properties placed
therein prior to the Term Commencement Date, the same being at Tenant's sole
risk.
7.06 ALTERATIONS AND IMPROVEMENTS.
Tenant shall not make alterations or additions to the
Premises except in accordance with plans and specifications therefor first
approved by Landlord. Tenant shall not hang shades, curtains, signs, awnings
or other materials, attach any materials to or make any change in the
appearance of any glass visible from outside of the Premises, add any window
treatments of any kind or make improvements or install furniture visible from
outside of the Premises, without Landlord's prior written consent not to be
unreasonably withheld. Without limitation, Landlord shall not be deemed
unreasonable for withholding approval of any alterations or additions except
furniture and fixtures which would (a) delay completion of the Premises or
the Building, or (b) require unusual expense to readapt the Premises to
normal office use upon termination of this Lease or increase (i) the cost of
(a) construction or (b) insurance or (ii) Taxes. All alterations and
additions shall be part of the Premises unless and until Landlord shall
specify the same for removal in a notice delivered to Tenant on or before the
Lease Termination Date. All of Tenant's alterations and additions and
installation of
21
furnishings shall be coordinated with any work being performed by Landlord
and such manner as to maintain harmonious labor relations and not to damage
the Building or the Premises or interfere with Building operation and, except
for installation of furnishings, shall be performed by contractors or workman
first approved by Landlord. Except for work done by or through Landlord,
Tenant before its work is started shall: secure all licenses and permits
necessary therefor deliver to Landlord a statement of the names of all its
contractors and subcontractors and the estimated cost of all labor and
material to be furnished by them; and cause each contractor to carry
workmen's compensation insurance in statutory amounts covering all the
contractor's and subcontractor's employees and comprehensive public liability
insurance with limits as Landlord may reasonably require, but in no event
less than $1,000,000.00 and property damage insurance with limits of not less
than $1,000,000.00 and have deductibles of no more than $5,000.00 (all such
insurance to be written in companies approved by Landlord and insuring
Landlord and Tenant as well as the contractors), and to deliver to Landlord
certificates of all such insurance. Tenant agrees to pay promptly when due
the entire cost of any work done in the Premises by Tenant, its agents,
employees or independent contractors, and not to cause or permit any liens
therewith to attach to the Premises and immediately to discharge any such
liens which may so attach. All construction work done by Tenant, its agents,
employees or independent contractors shall be done in a good and workmanlike
manner and in compliance with all Legal Requirements and Insurance
Requirements. Landlord shall promptly give notice to Tenant of any observed
defects.
7.07 MAINTENANCE.
Tenant shall, at all times during the Lease Term, and at
its own cost and expense, (i) keep and maintain (or cause to be kept and
maintained) the Premises in good repair and condition (ordinary wear and tear
and damage by fire or casualty only excepted) and (ii) use all reasonable
precaution to prevent waste, damage or injury thereto. Subject to Landlord's
provision for basic services.
7.08 REDELIVERY.
On the Lease Termination Date, Tenant shall quit and
surrender the Premises free and clear of all tenants, occupants, liens, and
encumbrances whatsoever except (i) Permitted Exceptions and (ii)
encumbrances, restrictions or reservations caused by or consented to by
Landlord. Tenant shall, subject to the provisions of Articles 17 and 18
hereof, surrender the Premises to Landlord broom clean and in good condition
and repair (ordinary wear and tear, damage by fire or casualty only excepted)
with all damages occasioned by Tenant's removal of Tenant's fixtures or
equipment repaired at Tenant's cost to Landlord's satisfaction.
ARTICLE 8
BUILDING SERVICES
8.01 BUILDING SERVICES.
22
Landlord shall furnish, or cause to be furnished, during
the Lease Term the Basic Services.
8.02 OTHER JANITORS.
No persons shall be employed by Tenant to do janitorial
work in the Premises and no persons other than the janitors of the Building
shall clean the Premises unless Landlord shall give its written consent
thereto. Any person employed by Tenant with Landlord's consent to do
janitorial work shall, while in the Building, either inside or outside the
Premises, be subject to and under the control and direction of the
superintendent of the Building (but not as agent or servant of said
superintendent or of Landlord).
8.03 ADDITIONAL SERVICES.
Tenant will pay the Landlord a reasonable charge for any
extra cleaning of the Premises required because of the carelessness or
indifference of Tenant and for any Additional Services rendered at the
request of Tenant. If the cost of cleaning the Premises shall be increased
due to the installation in the Premises, at Tenant's request, of any unique
or special materials, finish or equipment, Tenant shall pay the Landlord an
amount equal to such increase in cost. All charges for Additional Services
shall be due and payable within ten (10) days of the date on which they are
billed.
8.04 LIMITATIONS ON LANDLORD'S LIABILITY.
Landlord shall not be liable in damages, not in default
hereunder, for any failure or delay in furnishing any Basic Service or
Additional Service when such failure or delay is occasioned by Force Majeure
or by the act or Default of Tenant. No such failure or delay shall be held or
pleaded as eviction or disturbance in any manner whatsoever of Tenant's
possession or give Tenant any right to terminate this Lease or give rise to
any claim for set-off of any abatement of Rent or of any of Tenant's
obligations under this Lease.
8.05 ELECTRIC SERVICE.
Subject to Section 6.06 Landlord shall furnish electrical
energy required for lighting the Premises and operating Tenant's office
equipment used in the Premises, provided, however, Landlord may, at any time,
elect to discontinue the furnishing of electrical energy. Landlord shall pay
for the cost of installation of any and all electrical service and additions
thereto required by Tenant to use their office equipment, computers and other
equipment. Such service and additions are included in Exhibit C and will be
provided as part of Landlord's work at Landlord agrees to provide, when
needed, at Landlord's expense additional electrical service to increase
amount of power (amperage) to Premises. In the event of any such election by
Landlord: (1) Landlord shall give reasonable advance notice of any such
discontinuance to Tenant; (2) Landlord shall permit Tenant to receive
electrical service
23
directly from the public utility supplying service to the Building and to use
(in common with others) the existing feeders, risers, wiring and other
electrical facilities serving the Premises for such purpose to the extent
they are suitable and safely capable; (3) Landlord shall pay such charge and
costs, if any, as such public utility may impose in connection with the
installation of Tenant's meters and pay for such other installations as such
public utility may require, as a condition to providing comparable electrical
service to Tenant; (4) Tenant's obligations under Section 6.06 shall end; and
(5) Tenant shall thereafter pay, directly to the utility furnishing the same,
all charges for electrical services to the Premises promptly when due.
ARTICLE 9
TENANT'S PARTICULAR COVENANTS
9.01 PAY RENT.
Tenant shall pay when due all Rent and all charges for
utility services rendered to the Premises not included in Rent and, as
further Additional Rent, all charges of Landlord for Additional Services.
9.02 OCCUPANCY OF THE PREMISES.
Tenant shall occupy the Premises from the term Commencement
Date for the Permitted Uses only. Tenant shall not (i) injure or deface the
Premises or the Building, (ii) install any sign in or on any window, demising
wall or Common Area, (iii) permit in the Premises any flammable fluids or
chemicals not reasonably related to the Permitted Uses nor (iv) permit
nuisance or any use thereof which is improper, offensive, contrary to any
Legal Requirement or Insurance Requirement or liable to render necessary any
alteration or addition to the Building.
9.03 SAFETY.
Tenant shall keep the Premises equipped with all safety
appliances required by Legal Requirements or Insurance Requirements because
of any use made by Tenant. Tenant shall procure all Authorizations so
required because of such use and, if requested by Landlord, shall do any work
so required because of such use, it being understood that the foregoing
provision shall not be construed to broaden in any way the Permitted Uses.
9.04 EQUIPMENT.
Tenant shall not place a load upon the floor of the
Premises exceeding the live load for which the floor has been designed; and
shall not move any safe or other heavy equipment in, about or out of the
Premises except in such a manner and at such a time as Landlord shall in each
instance authorize. Tenant shall isolate and maintain all of Tenant's
business machines and mechanic equipment which cause or may cause air-borne
or structure-
24
born vibration or noise, whether or not it may be transmitted to any other
Premises so as to eliminate such vibration or noise.
9.05 ELECTRICAL EQUIPMENT.
Tenant shall not, without prior written notice to Landlord
in each instance (i) connect to the Building electric distribution system
anything other than normal office equipment and computer equipment. Tenant's
use of electrical energy in the Premises shall not at any time exceed the
capacity of any of the electrical conductors or equipment in or otherwise
serving the Premises. Tenant shall not, without prior written notice to
Landlord in each instance, connect to the Building electric distribution
system any fixtures, appliances or equipment which operate on a voltage in
excess of 120 volts or 220 volts with a properly certified transformer
nominal or make any alteration or addition to the electric system of the
Premises.
9.06 PAY TAXES.
Tenant shall pay promptly when due all Taxes upon personal
property (including, without limitation, fixtures and equipment) in the
Premises to whomsoever assessed.
ARTICLE 10
REQUIREMENTS OF PUBLIC AUTHORITY
10.01 LEGAL REQUIREMENTS.
Tenant shall, at its own cost and expense, promptly
observe and comply with all Legal Requirements. Tenant shall pay all costs,
expenses, liabilities, losses, damages, fines, penalties, claims and demands,
that may in any manner arise out of or be imposed because of the failure of
Tenant to comply with the covenants of this Article 10.
10.02 CONTESTS.
Tenant shall have the right to contest by appropriate
legal proceedings diligently conducted in good faith, in the name of the
Tenant, or Landlord (if legally required), or both (if legally required),
without cost, expense, liability or damage to Landlord, the validity or
application of any Legal Requirement and, if compliance with any of the terms
of any such Legal Requirement may legally be delayed pending the prosecution
of any such proceeding, Tenant may delay such compliance therewith until the
final determination of such proceeding.
ARTICLE 11
COVENANT AGAINST LIENS
25
11.01 MECHANICS LIENS.
Landlord's right, title and interest in the Premises or the
Land or the Building shall not be subject to or liable for liens of mechanics or
materialmen for work done on behalf of Tenant in connection with improvements to
the Premises. Notwithstanding such restriction, if because of any act or
omission of Tenant, any mechanic's lien or other lien, charge or order for
payment of money shall be filed against any portion of the Premises or the Land
or the Building, Tenant shall, at its own cost and expense, cause the same to be
discharged of record or bonded within thirty (30) days after the filing thereof.
11.02 RIGHT TO DISCHARGE.
Without otherwise limiting any other remedy of Landlord for
default hereunder, if Tenant shall fail to cause such liens to be discharged of
record or bonded within the aforesaid thirty (30) day period or to satisfy such
liens within (30) days after any judgement in favor of such lien holders from
which no further appeal might be taken then Landlord shall have the right to
cause the same to be discharged. All amounts paid by Landlord to cause such
liens to be discharged shall constitute Additional Rent.
ARTICLE 12
ACCESS TO PREMISES
12.01 ACCESS.
Landlord or Landlord's agents and designers shall have the
right, but not the obligation, to enter upon the Premises at all reasonable
times during ordinary business hours to examine same and to exhibit the Premises
to prospective purchasers and tenants, but in the latter case only during the
last six (6) months of the Lease Term.
ARTICLE 13
ASSIGNMENT AND SUBLETTING: OCCUPANCY ARRANGEMENTS
13.01 SUBLETTING AND ASSIGNMENT.
Tenant shall not (either voluntarily or by operation of law)
enter into a Prohibited Occupancy Arrangement, and any Prohibited Occupancy
Arrangement shall be absolutely void and ineffective for any purpose. Tenant
shall not enter into any other Occupancy Arrangement, either voluntarily or by
operation of law, (other than with a Person who is Affiliate of Tenant for a
period ending when, as and if such Person ceases to be Affiliate of Tenant
without the prior written consent of Landlord, not to be unreasonably withheld.
26
If Tenant intends to enter into a Occupancy Arrangement which
requires Landlord's consent, Tenant shall so notify Landlord writing, stating
the name of (and a financial statement with respect to) the Person whom Tenant
intends to enter into such Arrangement, the exact terms of the Arrangement and a
precise description of the portion of the Premises intended to be subject
thereto. Within ten (10) business days of receipt of such writing, Landlord
shall either (i) consent to such Occupancy Arrangement or (ii) terminate this
Lease with respect to so much of the Premises as is intended to be subject
thereto.
If the Landlord consents to such Occupancy Arrangement, Tenant
shall (i) enter into such Arrangement on the exact terms described to Landlord
within fourteen (14) days of Landlord's consent or comply again with their terms
of this Section and (ii) remain liable for the payment and performance of the
terms and covenants of this Lease. If Tenant enters into such an Arrangement,
Tenant shall pay to Landlord when received the excess, if any, of amounts
received in respect of such Occupancy Arrangement over the Rent.
If Landlord terminate this Lease, all Rent due shall be
adjusted as of the day the Premises (or portion thereof) are redelivered to
Landlord. Any portion of the Premises so redelivered shall be in the condition
specified in Section 7.08 hereof.
ARTICLE 14
INDEMNITY
14.01 TENANT'S INDEMNITY.
To the fullest extent permitted by law, Tenant shall indemnify
and save harmless Landlord from and against any and all liability; damage,
penalties or judgements and from and against any claims, actions, proceedings
and expenses and costs in connection therewith, including reasonable counsel
fees arising from injury to person or property sustained by anyone in and about
or omission of Tenant, or Tenant's officers, agents, servants, employees,
contractors, subleases or invitees. Tenant shall, at its own cost and expense,
defend any and all suits or actions (just or unjust) in which Landlord may be
impleaded with others upon any such above mentioned matter, claim or claims,
except as may result from the act as set forth in Section 14.02. All
merchandise, furniture, fixtures and property of every kind, nature and
description of Tenant or Tenant's employees, agents, contractors, invitees,
visitors, or guests which may be in or upon the Premises, the Land or the
Building during the Lease Term shall be at the sole risk and hazard of Tenant
and that if the whole or any part thereof shall be damaged, destroyed, stolen or
removed by reason of any cause or reason whatsoever, other than the gross
negligence or willful default of Landlord, no part of said damage or loss shall
be charged to or borrowed by Landlord.
14.02 LANDLORD'S LIABILITY.
27
Except for its intentional acts or gross negligence or the
intentional acts or gross negligence of its officers, agents, servants,
employees or contractors, Landlord shall not be responsible or liable for any
damage or injury to any property, fixtures, buildings or improvements, or to any
person or persons, at any time in the Premises, including any damage or injury
to Tenant or to any of Tenant's officers, agents, servants, employees,
contractors, invitees, customers or subleassee.
ARTICLE 15
INSURANCE
15.01 LIABILITY INSURANCE.
Tenant shall provide or cause to be provided at its expense;
and keep in force during the Lease Term, general comprehensive liability
insurance in a good and solvent insurance company or companies licensed to do
business in the Commonwealth of Massachusetts, selected by Tenant, and
reasonably satisfactory to Landlord, and in an amount reasonably required by
Landlord but in any event not less than One Million Dollars ($1,000,000.00) with
respect to injury or death to any one person and One Million Dollars
($1,000,000.00) with respect to injury or death to more than one person in any
one accident or other occurrence and One Million Dollars ($1,000,000.00) with
respect to damages to property. Such policy or policies shall include Landlord
as an additional insured and have deductibles of no more than $5,000.00. Tenant
agrees to deliver certificates of such insurance to Landlord as of the date
hereof and thereafter not less than ten (10) days prior to the expiration of
such policy. Such insurance shall not be cancellable without thirty (30) days'
written notice to Landlord.
15.02 CASUALTY INSURANCE.
Tenant shall cause its improvements to the Premises to be
insured for the benefit of Landlord and Tenant as their respective interests may
appear, against loss or damage by fire and customary extended coverage in an
amount equal to (i) the replacement value thereof, if insurance in such amount
is available, or (ii) the amount necessary to avoid the effect of co-insurance
provisions of the applicable policies. Certificate thereof shall be delivered to
Landlord, Landlord shall, at Tenant's cost and expense, cooperate fully with
Tenant and execute any and all consents and other instruments and take all other
actions necessary to obtain the largest possible recovery. Landlord shall not
carry any insurance concurrent in coverage and contributing in the event of loss
with a insurance required to be furnished by Tenant hereunder if the effect of
such separate insurance would be to reduce the protection or the payment to be
made under Tenant's insurance.
ARTICLE 16
WAIVER OF SUBROGATION
28
16.01 WAIVER OF SUBROGATION.
All insurance policies carried by either party covering the
Premises, including but not limited to contents, fire and casualty insurance,
shall expressly waive any right on the part of the insurer to make any claim
against the other party. The parties hereto agree that their policies will
include such waiver clause or endorsement.
16.02 WAIVER OF RIGHTS.
Landlord and Tenant each hereby waive all claims, causes of
action and rights of recovery against the other and their respective partners,
agents, officers and employees, for any damage to or destruction of persons,
property or business which shall occur on or about the Premises and shall result
from any of the perils insured under any and all policies of insurance
maintained by Landlord and Tenant, regardless of cause, including the negligence
and intentional wrong doing of either party and their respective agents,
officers and employees but only to the extent of recovery, _____ any under such
policy or policies of insurance; provided however, that this waiver shall be
invalidated by reason of this waiver.
ARTICLE 17
DAMAGE OF DESTRUCTION
17.01 SUBSTANTIAL DAMAGE.
If the Building or any part thereof shall be damaged by free
or other casualty to the extent that substantial alteration or reconstruction of
25% of the Building shall, in Landlord's sole opinion, be required (whether or
not the Premises shall have been damaged) or if as payable be used to retire the
mortgage debt, Landlord may, at its option, terminate this Lease by notifying
Tenant in writing of such termination within sixty (60) days after the date of
such damage. If this Lease is so terminated, Rent shall be abated as of the date
of such damage.
17.02 RESTORATION.
If Landlord does not terminate this Lease pursuant to Section
17.01, Landlord shall, (i) abate Tenant's rent for the unusable portion of
premises until that portion becomes usable, (ii) within seventy-five (75) days
after receipt by Landlord of the Proceeds payable in respect of such fire or
other casualty, proceed with reasonable diligence to repair and restore the
Building (subject to Force Majeure) to substantially the same condition in which
it was immediately prior to the occurrence of the casualty to the extent of
Landlord's Work and the value of Landlord's Contribution. Landlord shall not be
required to rebuild, repair, or replace any part of Tenant's furniture,
furnishings or fixtures or equipment. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, except that,
Landlord shall allow
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Tenant an Abatement of Rent during the time and to the extent the Premises
are unfit for occupancy.
ARTICLE 18
EMINENT DOMAIN
18.01 TOTAL TAKING.
If the Premisses or the Building should be the subject of a
Total Taking, then this Lease shall terminate as of the date when physical
possession of the Building or the Premises is taken by the condemning authority.
18.02 PARTIAL TAKING.
If there occurs a Partial Taking, Landlord (whether or not the
Premises are affected thereby) may terminate this Lease by giving written notice
thereof to Tenant within sixty (60) days after the right of election accrues, in
which event this Lease shall terminate as of the date the Building or Premises
is taken by the condemning authority. If upon such Partial Taking this Lease is
not terminated, Rent shall be abated by an amount representing that part of the
Rent properly be allocable to the portion of the Premises so taken and Landlord
shall, at Landlord's sole expense, restore and reconstruct the Building and the
Premises to substantially their former condition to the extent that the same, in
Landlord's judgement, may be feasible, but such work shall not exceed the scope
of Landlord's Work and the value of Landlord's Contribution. The Landlord shall
have no liability for interruption of tenant's business.
18.03 AWARDS AND PROCEEDS.
All Proceeds payable in respect of Taking shall be the
property of Landlord. Tenant hereby assigns to Landlord all rights of Tenant in
or to such Proceeds, provided that Tenant shall be entitled to separately
petition the condemning authority for a separate award for its moving expenses
and trade fixtures but only if such a separate award will not diminish the
amount of Proceeds payable to Landlord.
ARTICLE 19
QUIET ENJOYMENT
19.01 LANDLORD'S COVENANT.
Provided that an Even of Default has not occurred and if not
then continuing, Tenant shall, subject to the Permitted Exceptions, quietly have
and enjoy the Premises during the Lease Term, without hindrance or molestation
from any Person lawfully claiming by, through or under Landlord.
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19.02 SUBORDINATION.
This Lease is and shall be subject and subordinate to a
mortgage now or hereafter on the Building and to each advance made or hereafter
to be made under any mortgage, and to all renewals, modifications,
consolidations, replacements and extensions thereof and all substitutions
therefore. This Section 19.02 shall be required. In confirmation of such
subordination, Tenant shall execute and deliver promptly any certificate that
Landlord or any mortgagee may request. In the event that may mortgagee shall
succeed to the interest of Landlord then this Lease shall terminate, or, at the
option of such mortgagee, this Lease shall nevertheless continue in full force
and effect and Tenant shall nevertheless continue in full force and effect and
Tenant shall and does hereby agree to attorn to such mortgagee and to recognize
such mortgagee as its Landlord.
19.03 NOTICE TO MORTGAGEE.
No act or failure to act on the part of Landlord which would
entitle Tenant under the terms of this Lease, or by law, to be relieved of
Tenant's obligations hereunder or to terminate this Lease, shall result in a
release or termination or such obligations or a termination of this Lease unless
(i) Tenant shall have first given written notice of Landlord's at or failure to
act to Landlord's mortgagees of record, if any, specifying the act or failure to
act on the part of Landlord which could or would give basis to tenant's rights;
and (ii) such mortgagees, after receipt of such notice, have had the opportunity
to cure such default within a reasonable time thereafter; but nothing contained
in this Section 19.03 shall be deemed to impose any obligation on any such
mortgagee to correct or cure any such condition. "Reasonable time" as used above
shall mean a period of not less than thirty (30) Business Days and shall include
(but not be limited to) a reasonable time to obtain possession of the Building
if the mortgagee elects to do so and a reasonable time to correct or cure the
condition if such condition is determined to exist.
19.04 OTHER PROVISIONS REGARDING MORTGAGEES.
If this Lease or the Rent due hereunder is assigned to a
mortgagee as collateral security for a loan, no such mortgagee shall be deemed
to have assumed any of Landlord's obligations hereunder solely as a result of
said assignment. A mortgagee to whom this Lease has been so assigned shall be
deemed to have assumed such obligations only if (i) by the terms of the
instrument of assignment such mortgagee specifically elects to assume such
obligations of (i) such mortgagee has (a) foreclosed its mortgage, (b) accepted
a deed in lieu thereof, of (c) taken possession of the Premises by entry or
otherwise. Even if such mortgagee assumes the obligations of Landlord hereunder,
(i) any such obligation under Section 24.01 to return the Security Deposit to
the Tenant shall be limited to the amount actually received by the mortgagee
with respect thereto, and (ii) such mortgage will be liable for breaches of any
Landlord's obligations hereunder only to the extent such breaches occur during
the period of ownership by the mortgagee after foreclosure (or any conveyance by
a deed in lieu thereof), all as set forth in Section 25.10 hereof. Tenant may
from time to time, at mortgagees request, be
31
required to provide mortgagee with certain financial information pertaining
to the Tenant as mortgagee may reasonably request.
ARTICLE 20
DEFAULTS; EVENTS OF DEFAULT
20.01 DEFAULTS.
The following shall, if any requirement of notice or lapse of
time or both has not been met, constitute Defaults, and, if such requirements
for notice or lapse of time have been met, constitute Events of Default
hereunder:
(1) Occurrence of any event set forth in Article
21 hereof;
(2) The failure of Tenant to pay Rent when the
same shall be due and payable and the
continuance of such failure for a period of
ten (10) days after receipt by Tenant of
notice in writing from Landlord specifying
such failure;
(3) The failure of Tenant to observe any
covenant made by it in Sections 13.01, 15.01
and 25.03 hereof and;
(4) The failure of Tenant to keep, observe or
perform any of the other covenants,
conditions and agreements herein contained
on Tenant's part to be kept, observed or
performed and the continuance of such
failure without the curing of same for a
period of twenty (20) days after receipt by
Tenant of notice in writing from Landlord
specifying in reasonable detail the nature
of such failure.
20.02 TENANT'S BEST EFFORTS.
In the event hat the Default of which Landlord gives notice is
of such a nature that it cannot be cured within such twenty (20) day period,
then such Default shall not be deemed to be an Event of Default so long as
Tenant, after receiving such notice, proceeds to cure the Default as soon as
reasonably possible and continues to take all steps necessary to complete the
same within a period of time which, under all prevailing circumstances, shall be
reasonable. No Default shall be deemed to be an Event of Default if and so long
as Tenant shall be so proceeding to cure the same in good faith or be delayed in
or prevented from curing the same by reason of Force Majeure.
20.03 ELIMINATION OF DEFAULT.
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Notwithstanding anything to the contrary contained in this
Article 20, in the event that hereinabove provided, such Default(s) shall be
deemed never to have occurred and Tenant's right hereunder shall continue
unaffected by such Defaults.
ARTICLE 21
INSOLVENCY
21.01 INSOLVENCY.
If (1) there occurs with respect to Tenant an Insolvency or
(2) any execution or attachment is issued against Tenant or any of its property
and as a result thereof the Premises are taken or occupied by some Person other
than the Tenant, except as may herein be permitted, then an Event of Default
hereunder shall be deemed to have occurred so that the provisions of Article 22
hereof shall become effective and Landlord shall have the rights and remedies
provided for therein.
ARTICLE 22
LANDLORD'S REMEDIES; DAMAGES ON DEFAULT
22.01 LANDLORD'S REMEDIES.
If an Event of Default shall occur and be continuing, Landlord
may, at its option, give to Tenant a notice terminating the Lease upon a date
specified in such notice, which date shall be not less than three (3) Business
Days after the date specified in said notice, the term and estate hereby vested
in tenant shall cease and any and all other right, title and interest of Tenant
hereunder shall likewise cease without further notice or lapse of time, as fully
an with like effect as if the entire Lease Term had elapsed, but Tenant shall
continue to be liable to Landlord as hereinafter provided.
If such Event of Default results from Tenant's failure pay
Tenant's Cost as required by Section 7.01 hereof and the Work Letter Landlord
may, at its option, in addition to or in lieu of the other remedies available to
Landlord, refuse Tenant access to the Premises. In such event the Term
Commencement date shall be the earlier of (i) the date determined in accordance
with Section 7.04 (ii) the Substantial Completion Date.
If such Event of Default results form tenant's failure pay a
charge for an Additional Service pursuant to Section 8.03 hereof, Landlord may,
without further notice to Tenant, discontinue any or all of such Additional
Services.
If an Event of Default shall occur and the continuing,
Landlord shall be relieved of its undertaking under Article 13 hereof.
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22.02 SURRENDER.
Upon any termination of this Lease as the result of an Event
of Default, Tenant shall quit and peacefully surrender the Premises to Landlord,
upon or at any time after any such termination, Landlord may without further
notice enter the Premises and possess itself thereof by summary proceedings or
otherwise, any may dispossess Tenant and remove Tenant and all other Persons and
property from the Premises and may have, hold and enjoy the Premises and the
right to receive all rental income of and from the same.
22.03 RIGHT TO RELET.
At any time from time to time after any such termination,
Landlord may relet the Premises or any part thereof, in the name of Landlord or
otherwise, for such terms or terms (which may be greater of less than the period
which would otherwise have constituted the balance of the Lease Term) and on
such conditions (which may include concessions or free rent) as Landlord, in its
reasonable discretion, may determine and may collect and receive the rents
therefor. These sublet payments shall be credited to Tenant's rental payments
due. Landlord shall in no way be responsible or liable for any failure to relet
the Premises or any part thereof, or for any failure to collect any rent due
upon any such reletting.
22.04 SURVIVAL OF COVENANTS.
No such termination of this Lease shall relieve Tenant of its
liability and obligations under this Lease an such liability and obligations
shall survive any such termination. Tenant shall indemnify and hold Landlord
harmless from all loss, cost, expenses damage of liability arising out or in
connection with such termination.
In the event of any such termination, Tenant shall pay to the
Landlord the Rent up to the date of such termination. Tenant shall also pay to
Landlord, on demand, as and for liquidated and agreed damages for Tenant's
Default, the difference between
(1) the aggregate Rent which would have been
payable under this Lease by Tenant form the
date of such termination until the Stated
Expiration Date, less
(2) the fair and reasonable rental value of the
Premises for the same period, excluding all
of Landlord's reasonable estimate of
expenses to be incurred in connection with
reletting the Premises, including, without
limitation, all repossess costs, brokerage
commission, legal expenses, reasonable
attorney's fees, alteration costs, and
expenses of preparation for such reletting.
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If the Premises or any part thereof are relet by the Landlord
before presentation of proof of such liquidated damages to any court, commission
or tribunal, the amount of rent reserved upon such reletting shall be, PRIMA
FACIE, the fair and reasonable rental value for the part or the whole of the
Premises so relet during the term of the reletting.
Nothing herein contained shall limit or prejudice the right of
the Landlord to prove and obtain as liquidated damages by reason of such
termination, an amount equal to the maximum allowed by an statute of rule of law
in effect at the time when, and governing the proceedings in which, such damages
are to be proved, whether or not such amount be greater, equal to, or less than
the amount of the difference referred to above.
22.05 RIGHT TO EQUITABLE RELIEF.
If there shall occur a Default or threatened Default, Landlord
shall be entitled to enjoin such Default or threatened Default and shall have
the right to invoke any right and remedy allowed at law or in equity or by
statute or otherwise as though re-entry, summary proceedings, and other remedies
were not provided for in this Lease.
22.06 RIGHT TO SELF HELP; INTEREST ON OVERDUE RENT.
If an Event of Default shall occur and be continuing, Landlord
shall have the right, but shall not be obligated, to enter upon the Premises and
to perform such obligation notwithstanding the fact that no specific provision
for such substituted performance by Landlord is made in this Lease with respect
to such Default. In performing such obligation, Landlord may make any payment of
money or perform any other act. The aggregate of (i) all sums so paid by
Landlord, (ii) interest (at the rate of 1 1/2% per month or the highest rate
permitted by law, whichever is less) on such sum PLUS all Rent not paid when due
and (iii) all necessary incidental costs and expenses in connection with the
performance of any such act by Landlord, shall be deemed to be Rent under this
Lease and shall be payable to Landlord immediately upon demand. Landlord may
exercise the foregoing rights without waiving any other of its rights or
releasing Tenant from any of its obligations under this Lease.
22.07 FURTHER REMEDIES.
Upon any termination of this Lease pursuant to Section 22.01,
or at any time thereafter, Landlord may, in addition to and without prejudice to
any other rights and remedies Landlord shall have at law or in equity, re-enter
the Premises, and recover possession thereof and may dispossess any or all
occupants of the Premises in the manner prescribed by the statute relating to
summary proceedings, or similar statute(s); but Tenant in such case shall remain
liable to Landlord as hereinbefore provided.
ARTICLE 23
WAIVERS
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23.01 NO WAIVERS.
Failure of Landlord to complain of any act or omission on the
part of Tenant no matter how long the same may continue, shall not be deemed to
be a waiver by said Landlord of any of its rights hereunder. No waiver by any
provision of this Lease shall be deemed a waiver of a breach of the same or any
other provision. No acceptance by Landlord of any partial payment shall
constitute an accord or satisfaction but shall only be deemed a partial payment
on account.
ARTICLE 24
SECURITY DEPOSIT
24.01 SECURITY DEPOSIT.
Tenant has deposited the Security Deposit with Landlord.
Landlord shall hold the Security Deposit as security for the full and faithful
payment or performance by Tenant of its obligations under this Lease and not as
a prepayment of Rent. Landlord may commingle the Security Deposit with other
funds of Landlord but shall be liable to Tenant for the payment of interest at
the rate of 5% per annum thereon. Landlord may expend such amounts form the
Security Deposit as may be necessary to cure any Default and, in such case,
Tenant shall pay to Landlord the amount so expended, on demand. Landlord may
assign the Security Deposit to any subsequent owner of the Building and
thereafter Landlord shall have no further liability to Tenant with respect
thereto. As soon as reasonably practicable after the Lease Termination Date,
Landlord shall (i) inspect the Premises (ii) make such payments form the
Security Deposit as may be required to cure any outstanding Events of Default
hereunder and (iii) if no Event of Default is then continuing, pay the balance
of the Security Deposit to Tenant.
ARTICLE 25
GENERAL PROVISIONS
25.01 FORCE MAJEURE.
In the event that Landlord or Tenant shall be delayed,
hindered in or prevented from the performance of any act required hereunder by
reason of Force Majeure, then performance of such act shall be excused for the
period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
25.02 NOTICES AND COMMUNICATIONS.
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All notices, demands, requests and other communications
provided for or permitted under this Lease shall be in writing, either delivered
by hand or sent by first class mail, postage prepaid, to the following address:
(a) if to Landlord at the address stated in Section 1.01
hereof, or at such other address as the Landlord
shall have designated in writing to the Tenant, with
a copy to such Persons as Landlord shall have
designated in writing to Tenant, or
(b) if to Tenant at the address stated in Section 1.01
hereof, or at such other address as the Tenant shall
have designated in writing to the Landlord, with a
copy to such Persons as Tenant shall have designated
in writing to Landlord.
Any notice provided for herein shall become effective only
upon and at the time of receipt by the Person to whom it is given, unless such
notice is mailed by first-class registered or certified mail, in which case it
shall be deemed to be received on (i) the third Business Day following the
mailing thereof or (ii) the day of its receipt, if a Business Day, or the next
succeeding Business Day, whichever of (i) or (ii) shall be the earlier.
25.03 CERTIFICATES, ESTOPPEL LETTER.
Either party shall, without charge, at any time and form time
to time hereafter, within ten (10) days after written request of the other,
certify by written instrument duly executed and acknowledged to any mortgagee or
purchaser, or proposed mortgagee or proposed purchaser, or any Person specified
in such request; (a) as to whether this Lease has been supplemented or amended,
and if so, the substance and manner of such supplement or amendment, (b) as to
the validity and force constituted, (c) as to the existence of any Default or
Event of Default, (d) as the existence of any offsets counterclaims or defenses
thereto on the part of such other party, (e) as to the Term Commencement Date
and Stated Expiration Date, and (f) as to any other matters as may reasonably be
so requested. Any such certificate may be relied upon by the party requesting it
and any other Person to whom the same may be exhibited or delivered, and the
contents of such certificate shall be binding on the party executing same.
Tenant shall in addition, within 5 Business Days of the Term
Commencement Date, execute and deliver to Landlord a tenant estoppel letter
substantially in the form attached hereto as Exhibit I.
25.04 RENEWAL.
If this Lease is renewed or extended the provisions of
Sections 7.01, 7.02, 7.03, 7.04, and 7.05 of Article 7 hereof shall not apply.
37
25.05 GOVERNING LAW.
This Lease and the performance thereof shall be governed,
interpreted, construed and regulated by the laws of the Commonwealth of
Massachusetts.
25.06 PARTIAL INVALIDITY.
If any term, covenant, condition or provision of this Lease or
the application thereof to any person or circumstance shall at any time or to
any extent, be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than
those as to which is held invalid or unenforceable, shall not be affected
thereby, and each term, covenant, condition and provision of this Lease shall be
valid and be enforced to the fullest extent permitted by law.
25.07 NOTICE OF LEASE.
The parties will at any time, at the request of either one,
promptly execute duplicate originals of an instrument, in recordable form, which
will constitute a Notice of Lease, setting forth a description of the Premises,
the Lease Term and any other portions thereof, excepting the rental provisions,
as wither party may request. Cost of review and recording to be borne by Tenant.
25.08 INTERPRETATION; CONSENTS.
The section headings used herein are for reference and
convenience only, and shall not enter into the interpretation hereof. This Lease
may be executed in several counterparts, each of which shall be an original, but
all of which shall constitute one and the same instrument. The term "Landlord"
whenever used herein, shall mean only the owner at the time of Landlord's
interest herein, and shall upon any sale or assignment (other than as collateral
security for a loan) of the interest of Landlord herein, its respective
successors in interest and/or assigns shall, during the term of ownership of its
respective estates herein, be deemed to be Landlord and the liability of
Landlord, if any, hereunder shall in any even be limited to the Landlord's
interest in the Building.
Subject to the provisions of the third sentence of Section
7.06 and except for the consents of Landlord required pursuant to the second
sentence of Section 7.06 and Article 13 hereof, consents or approvals required
or requested of either Landlord or Tenant shall not be unreasonably withheld or
delayed.
25.09 ENTIRE AGREEMENT.
No oral statement or prior written matter shall have any force
or effect. This Agreement shall not be modified or cancelled except by writing
subscribed to all parties.
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25.10 PARTIES.
Except as herein otherwise expressly provided, the covenants,
conditions and agreements contained in this Lease shall be binding upon the
heirs, successors and assigns of the parties hereto.
ARTICLE 26
MISCELLANEOUS
26.01 OPTION AT LEASE TERMINATION.
Tenant has the right to renew this Lease for 3 two (2) year
options at then fair market value. Tenant must deliver to Landlord written
notice by certified mail of its intent to exercise each option a minimum of six
(6) Months prior to Lease expiration.
26.02 RIGHT OF FIRST OFFER ON ADDITIONAL SPACE.
Tenant shall have the right of first offer on any space not
under agreement on the 3rd Floor. Any expansion space leased pursuant tot his
paragraph must be leased, at Fair Market Value, a minimum of two (2) years under
the same terms and conditions as provided in this Lease.
Tenant shall have the right of first offer on any basement
storage space not under agreement on or after February 1, 1990. Tenant shall
have the right to utilize any unleased basement secured storage space at no cost
to Tenant.
26.03 PARKING.
Tenant shall be allotted twelve (12) assigned "Viewlogic
Parking" spaces. Landlord guarantees to allocate, if needed, one (1) parking
space for every 275 square feet of rentable space rented if by Tenant.
Allocation of parking spaces will be deemed to be needed Tenant's employees can
not consistently find parking spaces. Tenant will be solely responsible for
enforcing parking rules. Any and all costs incurred in enforcing parking rules
for any parking space allocated pursuant to this paragraph is the responsibly of
the Tenant.
26.04 EXTENDED HOURS HVAC.
Tenant shall have extended hours available for HVAC. Extended
hours shall be defined as 7:00 PM - 7:00 AM Monday through Friday and with 48
hours prior notice, Saturday (except the 4th floor which will be air conditioned
on Saturdays without prior notice) and any time on Sunday or holidays. The
billable rates for air-conditioning shall be:
39
$25.00 per hour plus an additional $5.00 per hour for every
10,000 square feet of air conditioned space.
The billable rates for heat shall be:
$10.00 per hour plus an additional $5.00 per hour for every
10,000 square feet of heated space.
26.05 MOVING EXPENSE.
Landlord agrees to move Tenant to Bronx Park II at Landlord's
expense. Landlord to provide liability insurance reasonably sufficient to cover
the actual replacement cost of any Tenant property lost or damaged in connection
with such move and shall in any event, indemnify and hold Tenant harmless for
any loss to Tenant negligence, arising out of such move. Landlord has the option
to perform the move through a duly-licensed third party mover reasonably
satisfactory to Tenant.
26.06 SIGNAGE.
Landlord to provide, subject to the approval of all parties,
two back lighted signs; one on Boston Post Road and one at entrance to building
near flag poles.
26.07 BALCONIES.
Furniture is permitted on outside balconies subject to
Landlord's approval. Tenant acknowledges that it has liability insurance
reasonably sufficient to cover any property lost or damage from such furniture
and use of balconies. Tenant agrees to indemnity and hold Landlord harmless for
any loss form the use of balconies of furniture on balconies.
26.08 REFURBISH FACILITY.
Landlord agrees to refurbish facility, as needed, at the end
of 3-1/2 years from occupancy date, providing the Tenant exercises its renewal
option under the terms and conditions provide in Article 26.01. Refurbishing to
include painting and carpeting where necessary at no charge to Tenant.
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Executed as a sealed instrument as of the 16th day of November, 1989.
Rosewood III Associates, L.P.
(Landlord)
By: /s/ Eligible
----------------------------------
Rosewood Development Corporation
By: /s/ Marc R. Verreault
----------------------------------
Marc R. Verreault,
Vice President of Finance
Viewelogic Systems, Inc.
(Tenant)
By: /s/ Eligible
----------------------------------
41
INDEX
LEASE
Exhibit B: PLAN SHOWING TENANT'S SPACE
Exhibit C: MEMORANDUM OF WORK AND
INSTALLATIONS TO BE INITIALLY PERFORMED
AND FURNISHED N THE PREMISES.
Exhibit D: LIST OF DRAWINGS AND SPECIFICATIONS FOR
BASIC BUILDING.
Exhibit F: SERVICES BY LANDLORD
Exhibit G: RULES AND REGULATIONS
Exhibit H: NON-DISTURBANCE AND ATTORNMENT AGREEMENT
Exhibit I: ESTOPPEL LETTER
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293 BOSTON POST ROAD
MARLBORO, MASSACHUSETTS
EXHIBIT B
(PLAN SHOWING TENANT'S SPACE)
Any discrepancy between this Exhibit B and Exhibit C shall be resolved
in favor of Exhibit B.
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293 BOSTON POST ROAD
MARLBORO, MASSACHUSETTS
EXHIBIT C
MEMORANDUM OF WORK AND INSTALLATIONS
TO BE INITIALLY PERFORMED AND FURNISHED IN THE PREMISES
Landlord, at its expense, shall furnish and install in accordance with
construction drawings and specifications prepared and approved pursuant to
Landlord's work, the following materials and work (all to be building standard
unless otherwise expressly stated) in the initial preparation of the Premises
for Tenant's occupancy.
1. DEMISING PARTITIONS
A. PARTY WALL PARTITIONS separating Tenant spaces shall be
constructed of 3 1/2" metal studs with one layer of 1/2"
gypsum wall board on each side, or equivalent, and shall
extend to the underside of structural deck above. Demising
walls shall contain 2 1/2" roll-type fiberglass sound
installation. Exposed wall surfaces will be taped and patched
in preparation for wall finishes.
B. CORRIDOR WALL PARTITIONS separating Tenant spaces from a
common hallway shall be 3 1/2" metal studs with one layer of
5/8" gypsum wall board on each side, or equal, and shall
extend to the underside of structural deck above. Corridor
wall partitions shall contain 2 1/2" roll-type fiberglass
sound insulation. Exposed wall surfaces will be taped and
patched in preparation for wall finishes.
2. INTERIOR PARTITIONS
Walls within the Tenant space shall be constructed of 2 1/2"
metal studs with one layer of 1/2" gypsum wall board on each
side, and extend to the finished ceiling or penetrate the
finished ceiling at the option of the Landlord. Exposed wall
surfaces will be taped and patched in preparation for wall
finishes. The allowance for interior partitions shall be 1
LINEAL FOOT PER 17 SQUARE FEET OF NET FLOOR AREA.
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3. CEILINGS
A. Mechanically suspended 2" x 4' exposed metal grid with
low-gloss color coordinated finish to match specified ceiling
panels.
B. 2' x 4' acoustical lay in panels. Ceiling height to be 8' x 0'
min.
4. DOORS
A. INTERIOR DOOR PACKAGE
One (1) Interior Door Package will be allowed for every 40
LINEAL FEET of allowed wall construction and shall consist of:
(1) 3' -0" x 8' x 1 3/4" solid core hardwood veneer door in a
pressed (16 gage) metal frame.
One and one-half pair of butts.
One standard passage set.
One standard door stop as required.
B. ENTRANCE DOORS TO LEASE AREAS
One (1) Entrance Door Package will be allowed for each Tenant
space, and shall consist of:
(1) 3' -0" x 8' -0" x 1 3/4" solid core veneer oak door in a
pressed (16 gage) metal frame.
One and one-half pair butts.
Chrome lever handle hardware.
One standard door stop as required.
5. FLOOR & WALL BASE
A. TENANT SPACES-Carpeting as provided by Landlord.
B. Common areas to receive carpet or other flooring as traffic
patterns indicate. Color and materials shall be designated by
the Landlord.
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6. PAINTING & WALL COVERINGS
A. Tenant wall surfaces will receive (2) coats of latex paint.
Color designated by Tenant.
B. Entrance doors will receive (1) coat of clear sealer and (2)
coats of clear semi-gloss finish.
C. Tenant's interior doors (to the extent of the Tenant's
allowance) shall receive same as above.
D. Pressed metal door frames to be finished in building standard
color as selected by Landlord.
E. Corridors, lobbies and toilet rooms shall be finished as
selected by the Landlord.
F. Painted Viewlogic lettering on Reception area glass.
7. LIGHTING
A. Recessed 2' x 4' fluorescent troffer fixtures with Parabolic
Lenses accommodating four (3/4) cool white 40-watt fluorescent
tubes. ONE (1) SUCH INSTALLED FIXTURE WILL BE ALLOWED FOR
EVERY 100 SQUARE FEET OF NET FLOOR AREA.
B. Wall switches shall be single pole silent type. ONE (1) SUCH
SWITCH SHALL BE ALLOWED FOR EVERY 350 SQUARE FEET OF NET FLOOR
AREA. Each private office shall have at least one (1) wall
switch which will be included as part of the above allowance.
C. Fixtures, as required, either fluorescent or incandescent,
shall be installed in all common areas and maintained by
Landlord.
8. ELECTRICAL SERVICE
A. ONE (1) DUPLEX WALL OUTLET WILL BE PROVIDED FOR EVERY (100)
SQUARE FEET OF NET FLOOR AREA.
9. TELEPHONE
Installation of wall outlets and wiring shall be provided by a
telephone company at the Tenant's expense, subject to the
approval by Landlord.
46
10. HEATING, VENTILATION AND AIR CONDITIONING
The Landlord will provide a zoned heating, ventilating and air
conditioning system.
11. PARKING AREA
A passenger vehicle parking area will be provided and
maintained by the Landlord. Special areas will be designated
for the handicapped.
12. LANDSCAPING
The grounds and parking areas will be landscaped as specified
by the Landlord. All landscaped areas will be maintained by
the Landlord.
Landlord to provide one-half (1/2) length basketball court
with regulation height basket.
13. STAIRCASE
Landlord to install center staircase between floors 4 and 5.
14. TOILET ROOMS
A men's toilet and a women's toilet will be maintained on each
floor. Toilet rooms will be designed for the handicapped on
the ground floor for accessibility. Each toilet room will be
suitably ventilated and equipped with metal toilet stall
partitions.
15. MISCELLANEOUS PLUMBING CONNECTIONS
Cold water and plumbing drains are available at the Building
core for connection to Tenant facilities at the Tenant's
expense. Connection to be done only by licensed plumber and
with Landlord's approval.
16. FIRE PROTECTION SYSTEM
Hazardous use of the Tenant's space may require special fire
protection systems beyond those normally furnished in the
Building. Such additional systems shall be installed at the
Tenant's expense.
17. ELEVATOR
47
The Landlord shall provide and maintain a fully automatic
passenger/service elevator to be located in the core area of
the Building.
18. FLOOR LOADING
The design floor live loading of tenant spaces is 50 pounds
per square foot, uniformly distributed. Use of the Tenant's
space which exceeds the Building design may require additional
structural support at the Tenant's expense.
19. OTHER
All build-out shown in Exhibit B including built-in cabinets
and reception area.
48
293 BOSTON POST ROAD
MARLBORO, MASSACHUSETTS
EXHIBIT D
(LIST OF DRAWINGS AND SPECIFICATIONS FOR BASIC BUILDING)
Site Plan # by Greenman Pederson, Inc. Engineering.
A- through A- dated by Anderson Nichols, Inc., 150 Causeway Street, Boston,
Mass.
49
293 BOSTON POST ROAD
MARLBORO, MASSACHUSETTS
EXHIBIT F
SERVICES TO BE FURNISHED BY LANDLORD
(AS COMMON AREA EXPENSES)
A. Replacement of fluorescent tubes and starters in overhead parabolic
light fixtures as needed.
B. Hot and cold water for lavatory and drinking purposes.
C. Toilet supplies including soap, paper or cloth towels, and toilet
tissue for lavatories.
D. Janitor services in accordance with the following schedule and to be
accomplished unless otherwise indicated, five nights per week after
Tenant's normal working hours:
ENTRANCE DOORS: Entrance glass will be cleaned nightly.
ENTRANCE FLOOR: Entrance floor will be polished nightly.
BROADLOOM: All carpeted areas will be vacuumed nightly.
Broadloom will be shampooed upon request, at
an additional cost to Tenant. Carpet will be
spot cleaned every six (6) months as a
common area expense.
WASTEPAPER CONTAINERS: Wastepaper containers will be emptied
nightly; plastic liner bags will be provided
for wastepaper containers; liners will be
changed once a week.
WATER FOUNTAINS: All water fountains will be sanitized and
polished nightly.
50
WASHROOMS: Washrooms will be cleaned and serviced
nightly. This will include refilling all
paper towel, toilet tissue, and soap
dispensers, cleaning all towel and trash
containers, cleaning and polishing all
stainless steel fixtures, cleaning toilets,
washing and sanitizing all wash basins and
shelves, cleaning and polishing all mirrors,
removing all disfigurements such as ink
marks, drawings, etc. from all partitions
and walls, damp mopping of floors.
SCUFF MARKS: All scuff marks will be removed nightly from
all scuff plates on doors.
TILE FLOORS: All floors will be swept nightly. All
corridors and office floors will be polished
every night. Floors will be stripped
whenever necessary.
CAFETERIA: Table and counters will be cleaned daily.
E. Proper care of grounds surrounding the Building, including care of
lawns and shrubs and including removal of litter.
F. Maintaining and cleaning the sidewalks and parking areas in front of
and around the Building including snow removal.
G. Provision of adequate lighting for the parking areas servicing the
Building.
H. Exterior windows will be washed annually as a common area expense.
I. HVAC (Heating, Ventilation, and Air-Conditioning) during normal
business hours (i.e. non-extended hours).
J. All janitorial services will be provided as late as possible so as not
to interfere with Tenant's employees. Janitorial service will be
scheduled following that of all other tenants in the Building.
K. The 5th floor temperature whill be maintained within 60 degrees F and
80 degrees F during extended hours. If Tenant has a concentration of
computer equipment that generates heat sufficient to damage equipment,
Tenant then must provide air conditioning for that concentrated area.
293 BOSTON POST ROAD
51
MARLBORO, MASSACHUSETTS
EXHIBIT G
RULES AND REGULATIONS
1. Heating, lighting and plumbing: The Landlord should be notified at once
of any trouble with heating, lighting or plumbing fixtures. Tenants
must not leave the doors of the Premises unlocked at night.
2. The sidewalks, entrances, halls and stairways shall not be obstructed
by any Tenant or used for any purposes other than ingress and egress to
and from their respective Premises, and no articles or rubbish shall be
left herein.
3. No toilet fixture shall be used for any purpose other than that for
which it is intended, and no sweepings, rubbish, rags, ashes or other
substances shall be thrown herein.
4. The weight and position of all safes and heavy equipment or machines
shall be subject to the approval of the Landlord.
5. Lettering on doors, tablets and building directory shall be subject to
the approval of the Landlord; no lettering shall be all allowed on
outside windows.
6. No wires for telephone service, electric lights, messenger service or
for any other purpose shall be put in the Premises without the consent
of the Landlord.
7. No glass in doors or elsewhere through which light is admitted in to
any part of the building shall be obstructed.
8. No animals or birds shall be kept in or about the Building.
9. All freight, furniture, etc. must be received and delivered through
entrances to the Building designated for such purpose unless otherwise
authorized by the Landlord.
10. Nothing shall be thrown from or taken in through the windows, nor shall
anything be left outside the Building on the window sills of the
Premises.
11. No person shall loiter in the halls, corridors, or lavatories.
12. The Landlord, its agents and employees shall have access at reasonable
times to perform their duties in the maintenance and operation of the
Premises.
52
13. No Tenant shall use any method of heating other than that provided for
in the Tenant's Lease without the consent of the Landlord.
14. Any damage caused to the Building or the Premises or to any person or
property herein as a result of any breach of any of the rules and
regulations by the Tenant shall be borne by the Tenant.
15. The Landlord reserves the right to make any such other and further
rules and regulations as, in its judgement, may from time to time be
necessary for maintaining the safety and cleanliness of the Premises
and Building for the preservation of good order therein.
53
EXHIBIT H
A G R E E M E N T
THIS AGREEMENT dated the 16th day of November, 1989, between Rosewood
III Associates Limited Partnership, having its principal place of business c/o
Rosewood Development Corporation, 33 Boston Post Road West, Marlboro,
Massachusetts (hereinafter referred to as Mortgagee), and Viewlogic Systems,
Inc. (hereinafter referred to as Tenant).
WITNESSETH:
WHEREAS, Tenant has entered into a lease dated November 16, 1989
(hereinafter referred to as the Lease with Rosewood III Associates Limited
Partnership (the "Landlord"), leasing certain premises on 292 Boston Post Road,
Marlboro, Massachusetts (the "Premises") which Premises are more particularly
described in the Lease; and
WHEREAS, the mortgagee is the holder of a promissory note from the
Landlord in the sum of $18,000,000.00 Eighteen Million Dollars secured by a
mortgage upon the property of which the Premises are a part (the "Mortgage"),
the lien of the Mortgage being prior to the Tenant's leasehold estate; and
WHEREAS, Tenant desires to be assured of the continued use and
occupancy of the Premises under the terms of the Lease; and
WHEREAS, Mortgagee agrees to such continued use and occupancy by Tenant
provided that Tenant hereby agrees to recognize and attorn to Mortgagee or
purchaser in the event of foreclosure or otherwise.
NOW, THEREIN, in consideration of the Premises and the mutual covenants
contained herein, parties hereto agree as follows:
1. In the event it should become necessary to foreclose the said
Mortgage or Mortgagee should otherwise come into possession of the Premises,
Mortgagee will not join Tenant in summary of foreclosure proceedings and will
not disturb the use and occupancy of Tenant under the Lease so long as Tenant is
not in default under any other terms, covenants or conditions of said Lease has
not prepaid the rent except as provided herein.
2. Tenant, in the event any proceedings are brought for the
foreclosure of any such Mortgage, will attorn to the Mortgagee or to any
purchaser at such foreclosure sale and recognize such purchaser as a Landlord
under said Lease. Mortgagee or such purchaser by virtue of such foreclosure
shall be deemed to have assumed and agreed to be bound, as substitute
Landlord, by the terms and conditions by the Lease until the resale or other
deposition of the
54
Premises, except that such assumption shall not be deemed of itself an
acknowledgment of the validity of any then existing claims of Tenant against
the Landlord. Tenant agrees to execute and deliver to the Mortgagee or any
such purchaser such further assurances and other documents confirming the
foregoing as either may reasonably request including a new Lease upon the
same terms conditions as the Lease. Tenant waives the provisions of any
statute or rule of law now or hereafter in effect which may give or purport
to give it any right or election to terminate or otherwise adversely the
Lease and the obligations of Tenant thereunder by reason of any such
foreclosure proceeding.
The provisions of the Agreement shall be binding upon and inure to the
parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
an instrument under seal as of the day and year first above written.
By:
-----------------------------------
Mortgagee
By:
-----------------------------------
Tenant
The terms of the above Agreement are hereby consented and agreed to:
By:
-----------------------------------
Landlord
55
EXHIBIT I
RE:
Gentlemen:
The undersigned, as Tenant under that certain Lease dated November 16,
1989 made with Rosewood III Associates, Limited Partnership as Landlord, hereby
certifies that:
1. The Premises at the above location have been completed in accordance
with the terms of the Lease; that it has accepted possession of said
Premises; and that it now occupies the same;
2. Tenant began paying rent on , 19 and that no rental has been paid
in advance except as required or permitted by the terms of the Lease.
3. There exists no defense or offset to enforcement of the Lease by the
Landlord and there is, as of the date hereof, no default or breach on
the part of the Landlord under the Lease known to the undersigned.
4. The Lease is now in full force and effect and has not been amended,
modified or assigned, except by agreements dated
(if none so state).
It is understood that you require this statement from the undersigned
as a condition to the making of a loan to the Landlord secured by a first
mortgage on property of which the Premises are a part and also by an assignment
of the Lease as collateral security.
Dated: , 19 .
Tenant
56
FIRST LEASE AMENDMENT
Agreement made this 15th day of June 1990, by and between Rosewood III
Associates, with a mailing address c/o Rosewood Development Corporation, 33
Boston Post Road West, Marlborough, Massachusetts, 01752 (hereinafter referred
to as "Landlord") and Viewlogic Systems, Inc., with a principal place of
business at 293 Boston Post Road West, Marlborough, Massachusetts, 01752,
(hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989, (hereinafter referred to as the "Lease"), relating to a certain space
at 293 Boston Post Road West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of July 1,
1990 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom "Suites 400 & 500" set forth in the subsection thereof
entitled "Tenant's Space" and by substituting therefor "Suites 400, 500, 50, 60,
70 and 90".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "53,749 Rentable (44,612 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefor the figure "68,976 Rentable (47,250 Usable) Square
Feet".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the date "February 1, 1990" set forth in the subsection
thereof entitled "Occupancy Date" and by substituting therefor the dated
February 12, 1990".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Schedule set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedules A and B" as
attached hereto.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figures "31.20% & 37.52%" set forth in the subsection
thereof entitled "Tenant's Share" and by substituting therefor the figure "40%".
57
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "$70,769.52" set forth in the subsection thereof
entitled "Security Deposit" and by substituting therefor the figure
"$86,922.30".
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective July 1, 1990 or when space is substantially
complete, whichever is later.
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
Landlord and Tenant hereby agree that all buildout will be completed at
Landlord's expense. Tenant agrees to pay the Landlord's construction company for
the buildout cost. Payments will be made in three equal installments at 30, 60
and 90 days from the date of occupancy. Tenant will reduce the monthly rental
payment applicable to the additional space only by the amount of buildout cost.
The reduction in rental payments applicable to the buildout of additional space
shall only be deducted from rent attributable to the additional space and not
the 53,749 feet currently occupied.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Lease Amendment
under seal as of the 15TH day of JUNE, 1990.
Rosewood III Associates, L.P.
/s/ Robert J. Depietri, Jr.
- --------------------------------------
Robert J. Depietri, Jr.
Rosewood Management Associates, Inc.
/s/ Marc. R. Verreault
- --------------------------------------
Marc R. Verreault
Vice President of Finance
Viewlogic Systems, Inc.
/s/ Eligible
- --------------------------------------
58
SECOND LEASE AMENDMENT
Agreement made this 22nd day of August, 1991 by and between Rosewood III
Associates, with mailing address c/o Rosewood Development Corporation, 293
Boston Post Road West, Suite 320, Marlborough, Massachusetts, 01752 (hereafter
referred to as "Landlord") and Viewlogic Systems, Inc., with a principal place
of business at 293 Boston Post Road West, Marlborough, Massachusetts, 01752
(hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 (hereinafter referred to as the "Lease") relating to a certain space at
293 Boston post Road West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of
September 1, 1991 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom "Suites 400, 500, 50, 70, 80 and 90" set forth in the
subsection thereof entitled "Tenant's Space" and by substituting therefor
"Suites 400, 500, 30, 50, 70, and 90".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "68,976 Rentable (57,250 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefor the figure "70,969 Rentable (58,904 Usable) Square
Feet".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Scheduled set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedules A and B" as
attached hereto.
Section 1.01 of Article 1 is hereby further modified and amended by deleting
therefrom the figures "31.20% & 40%" set forth in the subsection thereof
entitled "Tenant's Share" and by substituting therefor the figure "41.2%".
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective September 1, 1991 or when space is substantially
complete, whichever is later.
59
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Lease Amendment
under seal as of the 22ND day of AUGUST, 1991.
LANDLORD: Rosewood III Associates
/s/ Eligible
--------------------------------------
/s/ Mark J. Mistretta
--------------------------------------
Mark J. Mistretta
Controller
TENANT: Viewlogic Systems, Inc.
/s/ Eligible
--------------------------------------
60
THIRD LEASE AMENDMENT
Agreement made this 30th day of October, 1991 by and between Rosewood III
Associates, with mailing address c/o Rosewood Development Corporation, 293
Boston Post Road West, Suite 320, Marlborough, Massachusetts, 01752 (hereafter
referred to as "Landlord") and Viewlogic Systems, Inc., with a principal place
of business at 293 Boston Post Road West, Marlborough, Massachusetts, 01752
(hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 (hereafter referred to as the "Lease") relating to a certain space at
293 Boston Post Road West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of January
1, 1992 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom "Suites 400, 500, 30, 50, 70 and 90" set forth in the
subsection thereof entitled "Tenant's Space" and by substituting therefor
"Suites 300, 400, 500, 30, 50, 70, and 90".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "70,969 Rentable (58,904 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefor the figure "87,198 Rentable (72,374 Usable) Square
Feet".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Schedule set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedules A and B" as
attached hereto.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figures "41.2%" set forth in the subsection thereof
entitled "Tenant's Share" and by substituting therefor the figure "53.5%".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the dates "February 12, 1990 to February 11, 1994" set forth
in the subsection thereof entitled (Term) and by substituting therefor the dates
"February 12, 1990 to May 11, 1995".
61
Landlord and Tenant hereby agree that Landlord shall use its best efforts to
guarantee Tenant space on the third floor for its future expansion needs. Tenant
shall have right of first offer on all adjacent space on the third floor when
any existing leases expire and Landlord is released from all legal obligation
from Tenants presently occupying said space.
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective January 1, 1992 or when space is substantially
complete, whichever is later.
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Lease Amendment
under seal as of the 30TH day of OCTOBER, 1991.
LANDLORD: Rosewood III Associates
/s/ Eligible
--------------------------------------
Rosewood Management Associates
/s/ Lisa A. Depicto
--------------------------------------
TENANT: Viewlogic Systems, Inc.
/s/ Eligible
--------------------------------------
62
FOURTH LEASE AMENDMENT
Agreement made this 17th day of September, 1993 by and between Rosewood III
Associates, with mailing address c/o Rosewood Development Corporation, 293
Boston Post Road West, Suite 320, Marlborough, Massachusetts, 01752 (hereafter
referred to as "Landlord") and Viewlogic Systems, Inc., with a principal place
of business at 293 Boston Post Road West, Marlborough, Massachusetts, 01752
(hereinafter referred to as "Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 (hereinafter referred to as the "Lease") relating to a certain space at
293 Boston Post Road West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend this Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of
September 17, 1993 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "87,198 Rentable (72,374 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefor the figure "98,573 Rentable (81,816 Usable) Square
Feet.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Schedule set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedules A and B" as
attached hereto.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figures "53.3%" set forth in the subsection thereof
entitled "Tenant's Share" and by substituting therefor the figure "60.22%".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the dates "February 12, 1990 to February 11, 1994" set forth
in the subsection thereof entitled (Term) and by substituting therefor the dates
"February 12, 1990 to February 28, 1999".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "$86,922.30" set forth in the subsection thereof
entitled "Security Deposit" and by substituting therefor the figure
"$109,304.80".
63
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective September 1, 1993 or when space is substantially
complete, whichever is later.
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Lease Amendment
under seal as of the ____ day of September, 1993.
LANDLORD: Rosewood III Associates, L.P.
/s/ Eligible
--------------------------------------
Rosewood Management Associates
/s/ Eligible
--------------------------------------
TENANT: Viewlogic Systems, Inc.
/s/ Eligible
--------------------------------------
64
FIFTH LEASE AMENDMENT
Agreement made this 7th day of February, 1995 by and between Rosewood III
Associates, L.P. with mailing address at 293 Boston Post Road West, Suite 320,
Marlborough, Massachusetts, 01752 (hereinafter referred to as "Landlord") and
Viewlogic Systems, Inc. with a principal place of business at 293 Boston Post
Road West, Marlborough, Massachusetts, 01752 (hereinafter referred to as
"Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 (hereinafter referred to as the "Lease") relating to a certain space at
293 Boston Post Road West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications an amendments shall be effective as of March 1,
1995 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "98,573 Rentable (81,816 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefor the figure "98,754 Rentable (81,966 Usable) Square
Feet".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Schedule set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedule A" as attached
hereto.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figures "60.22%" set forth in the subsection thereof
entitled "Tenant's Share" and by substituting therefor the figure "60.33."
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the dates "February 12, 1990 to February 11, 1994" set forth
in the subsection thereof entitled (Term) and by substituting therefor the dates
"February 12, 1990 to February 28, 2000".
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective March 1, 1995.
65
Viewlogic Systems, Inc.
Fourth Lease Amendment
Page 2
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Fourth Lease
Amendment under seal as of the ___ day of February, 1995.
LANDLORD: Rosewood III Associates, L.P.
/s/ Robert J. Depietri, Jr.
--------------------------------------
Robert J. DePietri, Jr.
TENANT: Viewlogic Systems, Inc.
/s/ Eligible
--------------------------------------
66
SIXTH LEASE AMENDMENT
Agreement made this 12th day of February, 1996 by and between Rosewood III
Associates, L.P., with mailing address at 293 Boston Post Road West, Suite 320,
Marlborough, Massachusetts, 01752 (hereinafter referred to as "Landlord") and
Viewlogic Systems, Inc., with a principal place of business at 293 Boston Post
Road Wet, Marlborough, Massachusetts, 01752 (hereinafter referred to as
"Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 and subsequent Amendments dated June 15, 1990, August 22, 1991, October
30, 1991, September 17, 1993, February 7, 1995 (hereinafter referred to as the
"Lease") relating to a certain space at 293 Boston Post Road West, Marlborough,
Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of May 1,
1996 or when space is substantially complete, whichever is later.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figure "98,754 Rentable (81,966 Usable) Square Feet" set
forth in the subsection thereof entitled "Rentable Floor Area of Tenant's Space"
and by substituting therefore the figure "101,585 Rentable (84,316 Usable)
Square Feet".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the Rent Schedule set forth in the subsection thereof
entitled "Basic Rent" and by substituting therefor the "Schedule A" as attached
hereto.
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the figures "60.33%" set forth in the subsection thereof
entitled "Tenant's Share" and by substituting therefor the figure "62.06%".
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the dates "February 12, 1990 to February 28, 2000" set forth
in the subsection thereof entitled (Term) and by substituting therefor the dates
"February 12, 1990 to May 1, 2002".
Landlord and Tenant hereby agree that the amendments and modifications set forth
hereinabove shall be effective upon completion of construction and shall run for
a period of six (6) years from its completion.
67
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF, Landlord and Tenant have duly executed the Fifth Lease
Amendment under seal as of the 13TH day of February, 1996.
LANDLORD: Rosewood III Associates, L.P.
/s/ Robert J. Depietri, Jr.
---------------------------------
Robert J. Depietri, Jr.
TENANT: Viewlogic Systems, Inc.
/s/ Eligible 2-13-96
---------------------------------
68
SEVENTH LEASE AMENDMENT
-----------------
Agreement made this 28th day of October, 1996 by and between Rosewood III
Associates, L.P., with mailing address at 293 Boston Post Road West, Suite 320,
Marlborough, Massachusetts, 01752 (hereinafter referred to as "Landlord") and
Viewlogic Systems, Inc., with a principal place of business at 293 Boston Post
Road West, Marlborough, Massachusetts, 01752, (hereinafter referred to as
"Tenant").
WHEREAS, Landlord and Tenant have entered into a certain lease dated November
16, 1989 and subsequent Amendments dated June 15, 1990, August 22, 1991, October
30, 1991, September 17, 1993, February 7, 1995, February 12, 1996 (hereinafter
referred to as the "Lease") relating to a certain space at 293 Boston Post Road
West, Marlborough, Massachusetts, 01752.
WHEREAS, Landlord and Tenant have agreed to modify and amend the Lease by
modifying the Annual Fixed Rent and to make such other modifications and
amendments to the Lease as may be necessary, all as more fully set forth
hereinbelow, which modifications and amendments shall be effective as of
November 1, 1996.
NOW THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, Landlord and Tenant hereby agree as follows:
Section 1.01 of said Article 1 is hereby further modified and amended by
deleting therefrom the dates "February 12, 1990 to February 28, 2000" set forth
in the subsection thereof entitled (Term) and by substituting therefor the dates
"February 12, 1990 to October 31, 2002".
Landlord and Tenant hereby agree that except as hereinabove specifically
modified and amended, the Lease is and shall remain in full force and effect in
accordance with the terms and provisions set forth in the Lease.
IN WITNESS WHEREOF. Landlord and Tenant have duly executed the Seventh Lease
Amendment under seal as of the 30TH day of OCTOBER, 1996.
LANDLORD: TENANT:
Rosewood III Associates, L.P. Viewlogic Systems, Inc
/s/ Robert J. Depietri, Jr. /s/ David Adey
- ------------------------------ -----------------------------
Robert J. Depietri, Jr. David Adey
Its: General Partner Its: Vice President of Human Resources 19
69
VIEWLOGIC
RENT SCHEDULE A
OFFICE OFFICE STORAGE STORAGE
ANNUAL TOTAL ANNUAL TOTAL TOTAL
DATE FIXED MONTHLY FIXED MONTHLY MONTHLY
RENT OFFICE RENT FIXED STORAGE RENT FIXED FIXED
DUE SF P.S.F. RENT SF P.S.F. RENT RENT
- ----- ------ ------ ----------- ------- ------- --------- -----------
1/1/96 92,340 $16.00 $123,120.00 6,414 $5.00 $2,672.50 $125,792.50
2/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
3/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
4/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
5/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
6/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
7/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
8/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
9/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
10/1/96 92,340 16.00 123,120.00 6,414 5.00 2,672.50 125,792.50
- ---------------------------------------------------------------------------------
11/1/96 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
12/1/96 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
1/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
2/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
3/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
4/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
5/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
6/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
7/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
8/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
9/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
10/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
11/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
12/1/97 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
1/1/98 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
2/1/98 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
3/1/98 95,220 16.00 126,960.00 6,414 5.00 2,672.50 129,632.50
- ---------------------------------------------------------------------------------
4/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
5/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
6/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
7/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
8/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
9/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
10/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
11/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
12/1/98 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
1/1/99 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
2/1/99 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
3/1/99 95,220 16.25 128,943.75 6,414 5.00 2,672.50 131,616.25
- ---------------------------------------------------------------------------------
4/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
5/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
6/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
7/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
70
8/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
9/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
10/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
11/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
12/1/99 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
1/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
2/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
3/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
4/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
71
5/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
6/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
7/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
8/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
9/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
10/1/2000 95,220 16.50 130,927.50 6,414 5.00 2,672.50 133,600.00
- ---------------------------------------------------------------------------------
11/1/2000 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
12/1/2000 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
1/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
2/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
3/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
4/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
5/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
6/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
7/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
8/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
9/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
10/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
11/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
12/1/2001 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
1/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
2/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
3/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
4/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
5/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
6/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
7/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
8/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
9/1/2002 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
10/1/202 95,220 17.00 134,895.00 6,414 5.00 2,672.50 137,567.50
72