California-Mountain View-2593 Coast Avenue Sublease - Security Dynamics Technologies Inc. and VeriSign Inc.
SUBLEASE
ARTICLE I
REFERENCE DATA
1.1 Subjects Referred To.
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Each reference in this Sublease to any of the following subjects shall be
construed to incorporate the date stated for that subject in this Section 1.1:
Date of Sublease: September 5, 1996.
Sublandlord: Security Dynamics Technologies, Inc., a
Delaware corporation
Sublandlord's Address: One Alewife Center
Cambridge, Massachusetts 02140-2312
Subtenant: VeriSign, Inc.,
a Delaware corporation
Subtenant's Address: 2593 Coast Avenue
Mountain View, CA 94043
Attn: Gerald Hatley,
Director of Operations
Overlandlord: David L. Wightman and David R. Vickery, as
Trustees of One Alewife Center Realty Trust,
under Declaration of Trust dated November 5,
1987, recorded with the Middlesex South
District Registry of Deeds in Book 18671,
Page 237, filed with Middlesex South Registry
District of the Land Court as Document No.
763134.
Overlandlord's Address: 124 Mount Auburn Street
Cambridge, MA 02138-5701
Overlease: Lease dated as of March 13, 1989 between
Overlandlord as landlord and Sublandlord as
tenant, as amended (the "Overlease"), a copy
of which Overlease is attached hereto as
Exhibit A.
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<PAGE>
Land: The land in Cambridge, Massachusetts, as more
particularly described in the Overlease.
Building: One Alewife Center
Cambridge, Massachusetts
Overleased Premises: The portion of the Building and Land as more
particularly described in the Overlease.
Premises: That part of the Overleased Premises
consisting of approximately 12,787 square
feet on the Third Floor of the Building, all
as shown on Exhibit B attached hereto.
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Rentable Floor Area Approximately 12,787 Square Feet
of Premises:
Commencement Date: September 5, 1996
Term Expiration Date: March 12, 1998
Monthly Fixed Rent:
From the Commencement Date $17,646.00 per month
through December 31, 1996:
From January 1, 1997 $19,180.50 per month
through December 31, 1997:
From January 1, 1998 $20,139.50 per month
through March 12, 1998:
Permitted Uses: All uses permitted in the Overlease
1.2 Exhibits.
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The exhibits listed below in this section are incorporated in this Sublease
by reference and are to be construed as part of this Sublease:
EXHIBIT A Overlease
EXHIBIT B Floor Plan of Premises
2
<PAGE>
ARTICLE II
PREMISES AND TERM
2.1 Premises. Subject to and with the benefit of the provisions of this
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Sublease, Sublandlord hereby subleases the Premises to Subtenant, and Subtenant
subleases the Premises from Sublandlord.
The Premises are subleased, and Subtenant accepts the Premises, in their
condition "as is" on the Commencement Date. Subtenant shall not make any
alterations, changes or structural additions to the Premises except as provided
herein and in the Overlease, which requires the Overlandlord's prior written
approval to same.
Sublandlord further grants Subtenant the right to use, as appurtenant to
the Premises and in common with Sublandlord, Overlandlord, and all others now or
hereafter entitled thereto, (a) such lobbies, reception areas, hallways,
stairways, elevators, shipping and receiving areas and common areas in the
Building as are necessary for access to and from the Premises, and (b)
reasonable employee and guest parking in the parking areas available to
Sublandlord under the Overlease.
2.2 Term. To have and to hold beginning on the Commencement Date and
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continuing until the Term Expiration Date (the "Term").
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ARTICLE III
RENT
3.1 Monthly Fixed Rent. Subtenant shall pay Sublandlord the Monthly Fixed
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Rent in advance on the first calendar day of each month included in the Term;
and for any portion of a calendar month at the beginning of or end of the Term,
the corresponding fraction of the Monthly Fixed Rent in advance. Notwithstanding
the foregoing, provided Subtenant is not in default hereunder, Subtenant shall
not pay Monthly Fixed Rent for the first 30 days of the Term.
3.2 Operating Expenses. Subtenant shall pay as additional rent when due
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all costs of electricity furnished to the Premises during the Term and all costs
for heating, ventilation and air conditioning furnished to the Premises as
Additional Services under the Overlease during the Term. In the event that a
check meter is installed to measure electricity usage Subtenant shall pay one-
half of the cost of such installation.
3.3 Payment. All payments of Monthly Fixed Rent and additional rent shall
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be made to Sublandlord at Sublandlord's Address set forth in Section 1.1 or to
such other address as Sublandlord may designate by notice to Subtenant from time
to time.
3
<PAGE>
ARTICLE IV
SUBLANDLORD'S COVENANTS AND WARRANTIES
4.1 Sublandlord's Obligations. Sublandlord shall make reasonable efforts
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to cause Overlandlord to fulfill its obligations set forth in the Overlease with
respect to the Premises.
4.2 Overlease. The copy of the Overlease attached hereto as Exhibit A is
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true and accurate. Except as shown as Exhibit A, the Overlease has not been
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modified, amended or terminated and is in full force and effect. Sublandlord is
not in default under the Sublease, nor has Sublandlord done or failed to do
anything which with notice, the passage of time or both could ripen into a
default. To Sublandlord's knowledge, Overlandlord is not in default under any of
its obligations under the Overlease.
4.3 Quiet Enjoyment. Upon payment of the rent and performance of and
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compliance with the covenants, terms and conditions upon Subtenant's part to be
performed and complied with hereunder, Subtenant shall lawfully, peacefully and
quietly have, hold, occupy and enjoy the Premises during the Term without
hindrance or molestation by Sublandlord or any persons lawfully claiming by,
through or under Sublandlord, subject to the terms and conditions of this
Sublease and the Overlease.
ARTICLE V
SUBTENANT'S COVENANTS
Subtenant covenants during the Term and such further time as Subtenant
occupies any part of the Premises:
5.1 Subtenant's Payments. Subtenant shall pay all Monthly Fixed Rent and
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additional rent when due. Such additional rent shall include without limitation
all cots of electricity furnished to the Premises during the Term and all costs
for heating, ventilation and air conditioning furnished to the Premises as
Additional Services under the Overlease during the Term.
5.2 Maintenance and Repair. Subtenant shall keep the Premises in good and
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clean order, repair and condition, excepting only reasonable wear and tear,
damage by fire or other casualty and eminent domain takings, and in compliance
with the Overlease. Subtenant shall be responsible for arranging for all
services and equipment for Subtenant's telephones, faxes, telecopiers, telexes,
networking, computers and any other communications equipment and cabling in
accordance with the Overlease.
5.3 Occupancy and Use. Subtenant shall not use the Premises for any uses
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other than the Permitted Uses, and shall not make any use of the Premises which
is prohibited by any applicable law, ordinance, code, regulation, license,
permit, variances or governmental order.
4
<PAGE>
5.4 Assignment and Subletting. Subtenant shall not assign, transfer,
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mortgage or pledge this Sublease, or sublease (which term shall be deemed to
include the granting of concessions and licenses and the like) all or any part
of the Premises, or suffer or permit this Sublease or the leasehold estate
hereby created or any other rights arising under this Sublease to be assigned,
transferred or encumbered, in whole or in part, whether voluntarily,
involuntarily or by operation of law, or permit the occupancy of the Premises by
anyone other than Subtenant. Any attempted assignment, transfer, mortgage,
pledge, sublease or encumbrance, except for said occupancy by any affiliate,
shall be void.
5.5 Insurance. Subtenant shall maintain in force during the Term at
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Subtenant's expense, the insurance coverages in such amounts and with such
companies as are required under the Overlease as set forth therein, including
without limitation comprehensive general liability insurance, property and
casualty insurance with respect to the Premises and all property of Subtenant.
Subtenant shall deposit with Sublandlord certificates evidencing such insurance
on or before the Commencement Date (or the day of any entry into the Premises by
Subtenant if earlier than the Commencement Date).
ARTICLE VI
CASUALTY AND TAKING
6.1 Termination of Overlease. In the event that during the Term, all or
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any part of the Premises, Overleased Premises, Building or Land are destroyed or
damaged by fire or other casualty or taken by eminent domain, and either
Sublandlord or Overlandlord terminates the Overlease pursuant to its terms
because of such damage, destruction or taking, then this Sublease shall likewise
terminate on the same date that the Overlease terminates. Sublandlord shall give
Subtenant prompt notice of such termination and the date on which it shall
occur.
6.2 Repair and Restoration. In the event any such damage, destruction or
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taking of the Premises occurs and this Sublease is not terminated pursuant to
Section 6.1 above, then Sublandlord shall use best efforts to cause Overlandlord
to repair and restore the Premises as required by the terms of the Overlease. A
just proportion of the Monthly Fixed Rent and any additional rent hereunder
shall be abated until Overlandlord shall have put the Premises or what may
remain thereof into proper condition for use and occupancy, and in the case of a
taking which permanently reduces the area of the Premises, a just proportion of
such rent shall be abated for the remainder of the Term.
6.3 Reservation of Award. Any and all rights to receive awards made for
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damages to the Premises, Building or Land and the leasehold hereby created, or
any one or more of them, accruing by reason of exercise of eminent domain or by
reason of anything lawfully done in pursuance of public or other authority, are
reserved to Sublandlord and Overlandlord. Subtenant hereby releases and assigns
to Sublandlord and Overlandlord all Subtenant's rights to such award and
covenants to deliver such further assignments and assurances thereof as
Sublandlord or Overlandlord may from time to time request. However, Subtenant
shall retain the right to pursue a separate award for relocation expenses and
damages to its trade fixtures.
5
<PAGE>
ARTICLE VII
OVERLEASE
7.1 Sublease Subject to Overlease. This Sublease is subject to the
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Overlease and subject to the consent of Overlandlord and its mortgagee. All
rights of Sublandlord under the Overlease with respect to renewals, extensions,
expansions, options to lease or purchase, if any, shall continue to be vested
solely in Sublandlord, shall not accrue to Subtenant, and Subtenant shall not
have any rights with respect thereto.
7.2 Compliance with Overlease and Indemnity. Subtenant shall at all times
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comply with all regulations, restrictions and conditions applicable to
Sublandlord as tenant under the Overlease. Subtenant agrees to indemnify and
save harmless Sublandlord from and against any and all liability, damage,
penalties, judgments, claims, actions, expenses and costs (including reasonable
attorneys' fees) arising from injury to any person or property sustained by
anyone in and about the Premises, Building and Land and by reason of any act or
omission of Subtenant or its employees, officers, agents, contractors or
invitees.
7.3 Overlandlord's Rights. Overlandlord shall have all rights with respect
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to the Premises which it has reserved to itself as landlord under the Overlease.
7.4 Termination of Overlease. In the event that Overlandlord terminates
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the Overlease pursuant to its terms or the Overlease otherwise terminates or
expires, this Sublease shall likewise and simultaneously terminate.
ARTICLE VIII
MISCELLANEOUS
8.1 Notices from One Party to the Other. All notices required or permitted
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hereunder shall be in writing and addressed, if to the Subtenant, at Subtenant's
Address or such other address as Subtenant shall have last designated by notice
in writing to Sublandlord and, if to Sublandlord, at Sublandlord's Address or
such other address as Sublandlord shall have last designated by notice in
writing to Subtenant. Any notice shall be deemed duly given when mailed to such
address postage prepaid, registered or certified mail, return receipt requests,
or when delivered to such address by hand.
8.2 Estoppel Certificate. Upon not less than 20 days prior notice by the
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requesting party, either party shall execute, acknowledge and deliver to the
other a statement in writing, addressed to such person as the requesting party
shall designate, certifying (a) that this Sublease is unmodified and in full
force and effect (or if there have been modifications specifying the date and
the nature thereof in reasonable detail), (b) the dates to which Monthly Fixed
Rent and additional rent have been paid, and (c) that the requesting party is
not in default hereunder (or, if in default, specifying the nature of such
default in reasonable detail). Any such certificate may be relied upon by the
person to which it is addressed as to the facts stated therein.
6
<PAGE>
8.3 Brokerage. Subtenant and Sublandlord mutually represent and warrant
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that they have dealt with no broker in connection with this transaction except
for Spaulding & Slye (the "Brokers"). Each agrees to defend, indemnify and save
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the other harmless from and against any and all cost, expense or liability for
any compensation, commissions or charges claimed by any broker or agent other
than the Brokers, with respect to the indemnifying party's dealings in
connection with this Sublease. Sublandlord shall pay the commission due to the
Brokers pursuant to the separate agreement.
8.4 Applicable Law and Construction. This Sublease shall be governed by
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and construed in accordance with the laws of the Commonwealth of Massachusetts.
If any term, covenant, condition or provision of this Sublease or the
application thereof to any person or circumstances shall be declared invalid or
unenforceable by the final ruling of a court of competent jurisdiction having
final review, the remaining terms, covenants, conditions and provisions of this
Sublease and their application to persons or circumstances shall not be affected
thereby and shall continue to be enforced and recognized as valid agreements of
the parties.
There are no oral or written agreements between Sublandlord and Subtenant
affecting this Sublease. This Sublease may be amended, and the provisions hereof
may be waived or modified, only by instruments in writing executed by
Sublandlord and Subtenant.
The titles of the several Articles and Sections contained herein are for
convenience only and shall not be considered in construing this Sublease.
Unless repugnant to the context, the words "Sublandlord" and "Subtenant"
appearing in this Sublease shall be construed to mean those named above and
their respective heirs, executors, administrators, successors and assigns, and
those claiming through or under them respectively. If there be more than one
tenant, the obligations imposed by this Sublease upon Subtenant shall be joint
and several.
7
<PAGE>
EXECUTED as a sealed instrument in two or more counterparts on the day and
year first above written.
Sublandlord:
SECURITY DYNAMICS TECHNOLOGIES, INC.
By: /s/ Linda E. Saris
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Title: V.P. Operations
Subtenant:
VERISIGN, INC.
By: /s/ Dana L. Evans
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Title: CFO
CONSENT
The undersigned, the Trustees of the One Alewife Center Realty Trust, as
aforesaid, Overlandlord under the above referenced Overlease, hereby consent to
the within Sublease.
IN WITNESS WHEREOF, the Overlandlord has executed this instrument under
seal on the date written above.
Date: September 18, 1996 /s/ David L. Wightman
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David L. Wightman, as Trustee as aforesaid
/s/ David R. Vickery
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David R. Vickery, as Trustee as aforesaid
8
<PAGE>
EXHIBIT A
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ONE ALEWIFE CENTER
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OFFICE LEASE
------------
STANDARD FORM
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THIS LEASE ("Lease") made at Cambridge, Massachusetts, between David L.
Wightman and David R. Vickery, as Trustees of ONE ALEWIFE CENTER REALTY TRUST
under a Declaration of Trust dated November 5, 1987, recorded with Middlesex
South District Registry of Deeds at Book 18671, Page 237, and filed with
Middlesex South Registry District of the Land Court as Document No. 763134
("Landlord"), and Security Dynamics, Inc., a ______________________ corporation
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with a principal place of business at 2067 Massachusetts Avenue, Cambridge,
Massachusetts 02140 ("Tenant").
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W I T N E S S E T H:
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ARTICLE 1
Reference Data and Definitions
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1.01. Reference Data.
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LANDLORD'S REPRESENTATIVE: RVM Management, Inc.
LANDLORD'S ADDRESS (FOR PAYMENT OF RENT):
One Alewife Center Realty Trust
124 Mount Auburn Street
Cambridge, MA 02138-5701
LANDLORD'S ADDRESS (FOR NOTICES AND COMMUNICATIONS):
c/o RVM Management, Inc.
124 Mount Auburn Street
Cambridge, MA 02138-5701
TENANT'S ADDRESS (FOR NOTICE AND BILLING):
As stated above prior to the Term Commencement
Date; thereafter, the Premises.
TENANT'S REPRESENTATIVE: Gerald F. Kiley
PREMISES: The southeast quarter of the third floor of the Building shown
outlined in red on Exhibit B.
<PAGE>
RENTABLE AREA OF PREMISES: 6,681 square feet.
USEABLE AREA OF PREMISES: 5,855 square feet.
RENTABLE AREA OF THE BUILDING: 89,504 square feet.
ESTIMATED TERM COMMENCEMENT DATE: March 13, 1989.
BASIC RENT COMMENCEMENT DATE: Subject to the second sentence of this paragraph,
six months after the Term Commencement Date and, in addition, Basic Rent due
under this Lease shall be abated for the first three months of the second Lease
Year. In the event a monetary Event of Default occurs or is continuing during
either period of abated Basic Rent, Tenant's right to said abated Basic Rent
shall be suspended until such time as the Event of Default has been cured. A
non-monetary Event of Default shall have no effect on Tenant's right to abated
Basic Rent as outlined above.
INITIAL TERM: 5 LEASE YEARS
BASIC RENT: $25.00 per square foot of Rentable Area per
year for the first 5 Lease Years.
$167,025.00 per year
$13,918.75 per month
ESTIMATED COST OF TAXES AND OPERATING EXPENSES FOR THE FIRST CALENDAR YEAR:
$ * per month during first Calendar Year.
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* See Section 6.01.
INITIAL MONTHLY PAYMENT (Basic Rent plus Tenant's share of Estimated Cost of
----
Taxes and Operating Expenses over and above the Operating Expense Base and Tax
Base): $_____________.
TAX BASE: $3.00 per square foot of Rentable Area of the Building per year.
OPERATING EXPENSE BASE: $3.00 per square foot of Rentable Area of the Building
per year.
Note: Payments of Estimated Cost of Taxes and Operating Expenses begin on the
Term Commencement Date.
TENANT'S SHARE: 7.46%
SECURITY DEPOSIT: $41,756.25 in the form of a Letter of Credit, in form and
substance satisfactory to Landlord, is due upon execution of Lease by Tenant.
GUARANTOR: N/A
PERMITTED USES: General Office, engineering, research and development, and
service related uses consistent with a first class office building.
<PAGE>
1.02. General Provisions. For all purposes of this Lease unless otherwise
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expressed and provided herein or therein or unless the context otherwise
requires:
(a) The words herein, hereof, hereunder and other words of similar
------ ------ ---------
import refer to this 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 1.02 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 1.02 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
specific definitions thereof (if any) in Exhibit A attached hereto and made
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a part hereof.
(g) Each term or expression set forth in Exhibit A hereto shall have
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the meaning stated immediately after it.
(h) Whenever any opinion, determination, consent, approval or
decision is required or permitted to be made by Landlord pursuant to this
Lease, such opinion, determination, consent, approval or decision shall be
made by Landlord in its sole reasonable judgment and discretion unless
expressly set forth to the contrary herein.
ARTICLE 2
PREMISES
2.01. Premises. Landlord hereby leases and lets to Tenant, and Tenant
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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 or the Land; provided that such work
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is done in such a manner that it does not unreasonably interfere with Tenant's
use of the Premises.
2.02. Appurtenances. Subject to availability and the Rules and
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Regulations, Tenant may use on a non-exclusive basis the Common Areas and the
Land as appurtenant to the Premises for the purposes for which they were
designed.
<PAGE>
ARTICLE 3
Term
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3.01. Term Commencement. The Lease Term shall commence on the Term
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Commencement Date. Tenant will execute an agreement acknowledging the Term
Commencement Date within 10 days after the occurrence of the Term Commencement
Date (Exhibit C).
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3.02. Termination. The Lease Term shall end on the Lease Termination
-----------
Date.
3.03. Extension Option. Provided that an Event of Default has not
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occurred and is not then continuing, Tenant may extend the term of this Lease
beyond the Initial Term for an additional five (5) Lease Years, subject to all
of the terms and conditions hereof except the adjustment to Basic Rent as
provided in Section 4.02, by delivering written notice to Landlord no less than
one hundred eighty (180) days prior to the fifth anniversary of the Term
Commencement Date.
ARTICLE 4
Rent
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4.01. Basic Rent. Tenant shall pay Landlord for the Premises, without
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offset or deduction and without previous demand therefor, the Basic Rent as
annual rent during each year of the Lease Term. 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 Basic rent shall be paid on the
Basic Rent Commencement Date. Subsequent installments of Basic Rent shall be
paid on the first day of very calendar month thereafter. Basic Rent for partial
months at the beginning or end of the Lease Term shall be pro-rated and paid on
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the Basic Rent Commencement Date and the first day of the calendar month in
which the Stated Expiration Date is to occur.
4.02. Computation of Basic Rent. The Basic Rent for each of the first
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five (5) Lease Years shall be as stated in Article 1.01 hereof.
The Basic Rent for the Premises for each Lease Year of the Extension Period
shall be an amount determined by multiplying the Basic Rent as stated in
Article 1.01 hereof by a fraction, the numerator of which shall be 85% of
the C.P.I. for the month or other reporting period immediately preceding
the fifth anniversary of the Term Commencement Date and the denominator of
which shall be the C.P.I. for the month or other reporting period
immediately preceding the term Commencement Date.
Basic Rent so determined shall be exclusive of (and in addition to) amounts
due hereunder for Taxes, Operating Expenses, and Estimated Cost of Electrical
Service.
4.03. Computation of Basic Rent for the Expansion Premises. The Basic
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Rent for the Expansion Premises (provided that Tenant exercises its rights
relative to said premises pursuant to Section 25.01) shall be an amount
determined by multiplying of the Basic Rent as stated in Article 1.01 hereof by
a fraction, the numerator of which shall be 85% of the C.P.I. for the month or
other reporting period immediately preceding the Expansion Premises Term
Commencement
<PAGE>
Date and the denominator of which shall be the C.P.I. for the month or other
reporting period immediately preceding the Term Commencement Date.
Basic Rent so determined shall be exclusive of (and in addition to) amounts
due hereunder for Taxes, Operating Expenses and Estimated Cost of Electrical
Service.
4.04. C.P.I. Change of Reference Period; Substituted Index. In the event
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that the United States Department of Labor changes the base reference period for
determining the C.P.I., the rent adjustment shall continue to be calculated with
1967-1969 as the base reference period using such figures or conversion formulas
as the United States Department of Labor may publish at the time such base
reference period is changed.
If publication of the C.P.I. shall be discontinued, Landlord shall
reasonably designate comparable statistics on the cost of living for the City of
Boston, as they shall be computed and published by a Governmental Authority or
if such statistics are not published by a Governmental Authority, comparable
statistics published by a responsible financial periodical of recognized
authority. In the event of use of comparable statistics in place of the C.P.I.,
there shall be made in the method of computation of Basic Rent such revisions as
the circumstances may require to carry out the intent of this Article.
ARTICLE 5
Use of Premises
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5.01. Use Restricted. The Premises may be used for the Permitted Use as
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defined in Article 1.01 and for no other purpose. No improvements may be made
in or to the Premises except as otherwise provided in this Lease. Tenant shall
comply with any restrictions shown on Exhibit F hereto.
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5.02. Parking Area. Landlord agrees to provide to Tenant within the
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Parking Area at no cost during the Initial Term of this Lease 20 parking spaces,
and to use its best efforts to provide to Tenant an additional 10 parking
spaces, solely for the purpose of providing parking for automobiles of invitees,
guests, independent contractors, employees or agents of Tenant, but not for the
public generally and for no other purpose. Landlord shall have the right to
relocate the Parking Area, or portions thereof, to other locations within the
Land or on adjacent land, either on grade or in a parking structure. If Tenant
exercises its Expansion Option per Section 25.01, an additional 10 parking
spaces will be provided by Landlord, at no cost during the Initial Term of this
Lease. At such time after the Initial Term as surface parking is no longer
available and structured parking is substituted therefor, Tenant shall be
allocated its pro rata share of the parking spaces within such structure
(determined with respect to all buildings served by such structure), and Tenant
agrees to pay at a fair market rate (to be determined at that time but, in any
event, not more than the rate charged to other occupants of the Building) for
its spaces on a monthly basis. Said fair market rate for structured parking
shall be subject to adjustment on an annual basis. The use of the Parking Area
shall be regulated and shall be subject to the Rules and Regulations.
<PAGE>
ARTICLE 6
Taxes; Operating Expenses;
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Estimated Cost of Electrical Services
-------------------------------------
6.01. Expenses and Taxes. If with respect to the first Calendar Year
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Tenant's Share of (a) Operating Expenses and taxes exceeds the Operating Expense
Base and the Tax Base (whether as the result of an increase in rate or
assessment or both), and if with respect to any subsequent Calendar Year
occurring during the Lease Term, Tenant's Share of (a) Operating Expenses
exceeds the Operating Expense Base or (b) taxes exceed the Tax Base (whether as
a 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 within ten (10) days after receipt by the Tenant of
the statement described in Section 6.02 hereof.
6.02. Annual Statement of Additional Rent Due. Within a reasonable time
---------------------------------------
after the end of each Calendar Year, Landlord shall render to Tenant a
statement, prepared in accordance with generally accepted accounting practices,
showing (i) for the Calendar Year just ended (a) Taxes, (b) Operating Expenses
and (c) Tenant's obligation under Section 6.01, and (ii) for the then current
Calendar Year, an estimate for (a) Operating Expenses (b) Taxes and (c) Tenant's
obligation under Section 6.01. Landlord may from time to time send to Tenant
during each Calendar Year a revised statement for the then current year,
adjusting the previous estimates for Operating Expenses, Taxes, and Tenant's
obligation under Section 6.01, and shall include in such revised statement an
explanation of such adjustments.
6.03. Monthly Payments of Additional Rent. Tenant shall pay to Landlord
-----------------------------------
(a) 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 1/12/th/ of
Tenant's estimated obligation under Section 6.01 shown thereon, and (b) if any
such revised statement shall show amounts due from Tenant, Tenant shall pay such
amounts in a lump sum within ten (10) days after receipt of the applicable
statement. The amount due under this Section 6.03 shall be paid with Tenant's
monthly payments of Basic Rent, except that payments under Section 6.03 shall
also be due on the Term Commencement Date and the first day of every month
between the Term Commencement Date and the Basic Rent Commencement Date, 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 refunded to Tenant upon the expiration or
termination of this Lease (unless such termination is the result of an Event of
Default). Payment on account of Taxes and Operating Expenses shall commence
upon the Term Commencement Date.
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.
<PAGE>
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. 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 expenses incurred by it in connection with the
application, (b) credit to Tenant's account Tenant's Share (adjusted for any
period for which Tenant had 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. Subject to Section
--------------------------------------------
8.05, Landlord shall furnish, at Tenant's expense, electricity to the Premises.
Landlord shall install, as part of Landlord's Work, check meters to measure the
amount of electricity consumed in the Premises. Landlord shall periodically
render statements to Tenant (no more frequently than once per month) itemizing
the amount of electricity consumed in the Premises during the preceding period
and the cost thereof to Landlord, together with reasonable supporting
documentation. Tenant shall pay to Landlord, as Additional Rent, within ten
(10) days of its receipt of each such statement, the amount shown thereon as
reimbursement to Landlord for the cost of providing such electricity.
ARTICLE 7
Improvements, Repairs, Additions, Replacements
----------------------------------------------
7.01. Preparation of the Premises. The Premises shall be constructed as
---------------------------
provided in the Work Letter.
7.02. Alterations and Improvements. Tenant shall not make alterations or
----------------------------
additions to the Premises except in accordance with plans and specifications
therefor first approved in writing 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 treatment of any kind or make improvements or install furniture
visible from outside of the Premises, without Landlord's prior written consent.
Without limitation, Landlord shall not be deemed unreasonable for withholding
approval of any alterations or additions which would (a) delay completion of the
Premises or the Building, (b) adversely affect the character, outside
appearance, value, usefulness, or rentability of the Building or any part
thereof, or any of the facilities, equipment or improvements therein, (c)
involve any structural changes or weaken or impair (temporarily or permanently)
the structure or lessen the value or usable area of the Building or the Land
either during the making of any alteration, addition or improvement or upon
their completion, (d) require unusual expense on the part of Landlord to readapt
the Premises to normal office use upon termination of this Lease or (e) increase
(i) the cost of construction or insurance or (ii) Taxes. All alterations and
additions shall be part of the Premises unless and until Landlord shall specify
the same for removal at Tenant's expense in a notice delivered to Tenant at the
time of Landlord's approval of said alterations and additions. All of Tenant's
alterations and additions and installation of furnishings shall be coordinated
with any work being performed by Landlord and shall be performed in such manner
as to maintain harmonious labor relations and not to damage the Building, the
Land, or the Premises or interfere with the Building operation or the Land
operation and, except for installation of furnishings, shall be performed by
contractors or workmen first approved in writing by Landlord. Except for work
done by or through Landlord, Tenant before its work is
<PAGE>
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 such limits as Landlord may reasonably require,
but in no event less than $300,000-$500,000, and property damage insurance with
limits of not less than $100,000 (all such insurance to be written in companies
rated "A" by A. M. Best and Company, and 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 for labor or
materials performed or furnished in connection 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 and the Rules and
Regulations. Landlord may inspect such work at any time or times and shall
promptly give notice to Tenant of any observed material defects. If any observed
material defects are not promptly corrected or if work performance does not
conform to the approved plans and specifications, Landlord at its sole option
may stop all work from continuing until all defects are cured or all work
conforms to the approved plans and specifications.
7.03. 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. Landlord shall maintain
the Common Areas of the Building and Building systems as further defined in
Schedule A in good condition and working order, the cost of which shall be
included in Operating Expenses, except to the extent such repair is required as
a result of an act or omission of Tenant, in which case Tenant shall pay the
cost of such repair. Landlord shall, at all times during the Lease Term, and at
its own cost and expense, maintain and repair structural elements of the
Building such as the roof, exterior walls, and floor slabs.
7.04. 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 and Land
Lessor. 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 expense to Landlord's reasonable satisfaction.
ARTICLE 8
BUILDING SERVICES
8.01. Building Services. Landlord shall furnish, or cause to be
-----------------
furnished, during the Lease Term the Basic Services.
<PAGE>
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 Landlord's Representative
(but not as agent or servant of said Landlord's Representative).
8.03. Additional Services. Tenant will pay 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
Additional Rent and 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, nor in default hereunder, for any failure or delay in furnishing any
of the Basic Services or Additional Services 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 an 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 or 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. Landlord may, at any time, elect to
discontinue the furnishing of electrical energy. 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 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
charges 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 unless Landlord is required to discontinue the furnishing of
electrical energy, in which event all of the costs and charges set forth in this
clause (3) shall be paid by 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.
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
-------------------------
continuously from the Term Commencement Date for the Permitted Uses only.
Tenant shall not (i) injure or deface
<PAGE>
the Premises or the Building (ii) install any sign in or on any window, demising
wall, corridor, elevator foyer, or Common Area, (iii) permit in the Premises any
inflammable fluids or chemicals not reasonably related to the Permitted Uses,
nor (iv) permit any 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. Rules and Regulations. Tenant shall not obstruct in any manner any
---------------------
portion of the Building or the Land. Tenant will comply with all Rules and
Regulations. Landlord, upon giving notice to the Tenant, has the right at any
time to add, delete or reasonably change the Rules and Regulations.
9.04. 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 provisions shall not
be construed to broaden in any way the Permitted Uses.
9.05. Equipment. Tenant shall not place a load upon the floor of the
---------
Premises exceeding the live load for which the floor has been designed (70psi);
and shall not move any safe or other heavy equipment in, about or out of the
Premises except in such manner and at such time as Landlord shall in each
instance authorize. Tenant shall isolate and maintain all of Tenant's business
machines and mechanical equipment which cause or may cause airborne or
structure-borne vibration or noise, whether or not it may be transmitted to any
other Premises, so as to eliminate such vibration or noise.
9.06. 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 or (ii) operate
such equipment on a regular basis beyond normal Building operating hours.
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 nominal or make any alteration or addition to the electric system of
the Premises.
9.07. 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 pertaining to the
Premises. 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.
<PAGE>
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, provided in each case that: (a) Landlord
shall not be subject to civil or criminal penalty or to prosecution for a crime,
nor shall the Land, the Building, or any equipment and improvements therein or
any part thereof be subject to being condemned or vacated, or subject to any
lien or encumbrance, by reason of non-compliance or otherwise by reason of such
contest; (b) before the commencement of such contest, Tenant shall furnish to
Landlord the bond of a surety company satisfactory to Landlord, in form and
substance satisfactory to Landlord and in an amount equal to one hundred percent
(100%) of the cost of such compliance (as estimated by Landlord) and shall
indemnify Landlord against the cost of such compliance and liability resulting
from or incurred in connection with such contest or non-compliance; (c) such
non-compliance or contest shall not constitute or result in any violation of the
Mortgage, the Land Lease, any Future Mortgage, or any Future Land Lease, or if
the Mortgagee, the Land Lessor, any Future Land Lessor, or any Future Mortgagee
shall condition such non-compliance or contest upon the taking of action or
furnishing of security by Landlord, such action shall be taken and such security
shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord
and, if required or requested, the Land Lessor, the Mortgagee, any Future
Mortgagee, or any Future Land Lessor regularly advised as to the status of such
proceedings in good faith. Landlord shall be deemed subject to prosecution for
a crime if Landlord, the Land Lessor, the Mortgagee, any Future Land Lessor or
any Future Mortgagee or any of their officers, directors, partners,
shareholders, agents or employees, is charged with a crime of any kind whatever
unless such charge is withdrawn five (5) days before such party is required to
plead or answer thereto. This Section 10.02 shall survive the expiration or
earlier termination of this Lease.
ARTICLE 11
COVENANT AGAINST LIENS
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 fifteen (15) days after the
filing thereof. Landlord acknowledges responsibility for the discharge of all
mechanic's liens and other liens charged against the Premises in connection with
the initial preparation of the Premises as provided in the Work Letter.
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 fifteen (15) day period,
then Landlord shall have the right to cause the same to be discharged. All
amounts (including reasonable attorneys' fees) paid by Landlord to cause such
liens to be discharged shall constitute Additional Rent, payable immediately
upon demand by Landlord.
<PAGE>
ARTICLE 12
ACCESS TO PREMISES
12.01. Access. Landlord or Landlord's agents and designees shall have the
------
right, but not the obligation, to enter upon the Premises at all reasonable
times and, in the case of an emergency, at any time to examine same, make any
repairs, which Landlord deems necessary (Tenant will be responsible for the cost
of the repairs made by Landlord which are Tenant's responsibility under this
Lease; Landlord shall bill Tenant for these repairs, and Tenant agrees to pay
all such bills within 30 days of receipt) and to exhibit the Premises to
prospective purchasers, mortgagees, and tenants, but in the latter case only
during ordinary business hours and only during the last six (6) months of the
Lease Term. Landlord agrees to provide Tenant with reasonable notice, when
possible, before entering the Premises.
ARTICLE 13
ASSIGNMENT AND SUBLETTING:
OCCUPANCY ARRANGEMENTS
13.01. Subletting and Assignment. Subject to Exhibit F to this Lease,
------------------------- ---------
Tenant shall not (either voluntarily or by operation of law) enter (nor may
Landlord cause, suffer or permit Tenant to 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, without the
prior written consent of Landlord which consent shall not be unreasonably
withheld.
Subject to Exhibit F to this Lease, if Tenant intends to enter into an
---------
Occupancy Arrangement which requires Landlord's consent, Tenant shall so notify
Landlord in writing, stating the name of (and a financial statement with respect
to) the Person with 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 thirty (30) days of receipt of
such writing, Landlord shall (i) withhold its consent to such Occupancy
Arrangement, (ii) consent to such Occupancy Arrangement, or (iii) terminate this
Lease with respect to so much of the Premises as is intended to be subject
thereto. Landlord consent shall not be unreasonably withheld to such Occupancy
Arrangement.
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 and deliver to Landlord, to Land
Lessor, and to the Mortgagee an executed original counterpart of such Occupancy
Arrangement 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. Any consent by Landlord to
an Occupancy Agreement shall be subject to and require the prior written consent
of the Mortgagee and, if required by the Land Lease, the Land Lessor.
If Landlord terminates 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
7.04 hereof.
<PAGE>
Notwithstanding anything contained herein to the contrary, Tenant shall
have the absolute right, without Landlord's consent, to assign this Lease to or
sublet the Premises to any corporation of which at the time Tenant shall be a
subsidiary, (herein, a corporation owning 50% or more of stock of Tenant), or to
any subsidiary of a corporation of which at the time Tenant shall be a
subsidiary or to any corporation or entity acquiring all or substantially all of
the stock or assets of Tenant or to any corporation which at the time is a
subsidiary of the Tenant (herein, a corporation in which the Tenant owns 50% or
more of stock of such corporation).
ARTICLE 14
INDEMNITY
14.01. Tenant's Indemnity. To the fullest extent permitted by law, Tenant
------------------
shall indemnify and save harmless Landlord and Land Lessor from and against any
and all liabilities, damages, penalties, and judgments 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 the Premises, or the Building or the Land
resulting from any act or omission of Tenant, or Tenant's officers, agents,
servants, employees, contractors, sublessees, or invitees. Tenant shall, at its
own cost and expense, defend (with counsel first approved by Landlord) any and
all suits or actions (just or unjust) in which Landlord or the Land Lessor may
be impleaded with others upon any such above-mentioned matter, claim or claims,
except as may result from the acts 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 if the whole or any part thereof shall be damaged, destroyed, stolen, or
removed by reason of any cause of reason whatsoever, other than the negligence
or willful default of Landlord, no part of said damage or loss shall be charged
to or borne by Landlord.
14.02. Landlord's Liability. 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 or the Building or the
Land, including any damage or injury to Tenant or to any of Tenant's officers,
agents, servants, employees, contractors, invitees, customers, or sublessees.
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: (i) comprehensive
general liability insurance (containing a broad form Liability Extension
Endorsement) in a good and solvent insurance company or companies licensed to do
business in the Commonwealth of Massachusetts, whose rating is at least an A by
A. M. Best selected by Tenant, and reasonably satisfactory to Landlord, and in
an amount reasonably required by Landlord but in any event not less than Two
Million Dollars ($2,000,000.00) with respect to injury or death to any one
person and Two Million Dollars ($2,000,000.00) with respect to injury or death
to more than one person in any one accident or other occurrence and Five Hundred
Thousand Dollars ($500,000.00) with respect to
<PAGE>
damages to property; and (ii) workers' compensation and employers' liability
insurance with statutory limits covering all of Tenant's employees on the
Premises.
15.02. General. All insurance policies required by this Article 15 shall
-------
include Landlord, Land Lessor, the Mortgagee, Landlord's Representative, and any
Future Mortgagee as additional named insureds. Tenant agrees to deliver an
original certificate of insurance to Landlord as of the date hereof and
thereafter not less than thirty (30) days prior to the expiration of any such
policy. Such insurance shall not be cancelable without thirty (30) days' prior
written notice to Landlord.
15.03. Casualty Insurance. Tenant shall cause its improvements and
------------------
betterments to the Premises, but excluding the improvements and betterments
relating to the preparation of the Premises in accordance with the Work Letter,
to be insured for the benefit of Landlord, Tenant, Land Lessor, the Mortgagee,
and any Future Mortgagee as their respective interests may appear, by "All Risk"
type coverage in an amount equal to the greater of (i) the replacement cost
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. In
addition, Tenant shall obtain the following endorsements to such policy: (i)
Agreed Amount and (ii) an Inflation Guard Endorsement with an annual percentage
of at least 1.50%. Certificates 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 any
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
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 or against the Land Lessor. 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 against
the Land Lessor 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 wrongdoing of
either party and their respective agents, officers, and employees but only to
the extent of recovery, if any, under such policy or policies of insurance;
provided, however, that this waiver shall be null and void to the extent that
any such insurance shall be invalidated by reason of this waiver.
<PAGE>
ARTICLE 17
DAMAGE OR DESTRUCTION
17.01. Substantial Damage. If the Building or any part thereof shall be
------------------
damaged by fire or other casualty to the extent that substantial alteration or
reconstruction of the Building shall, in Landlord's sole reasonable opinion, be
required (whether or not the Premises shall have been damaged) or if as a result
the Mortgagee or any Future Mortgagee requires that Proceeds payable be used to
retire any 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, within seventy-five (75) days after receipt of
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, whether same were installed or constructed pursuant to the Working
Drawings or thereafter (collectively, "Improvements"). Tenant shall be
------------
obligated to rebuild, repair and replace all damaged Tenant's Leasehold
Improvements. Landlord's obligation to restore the Building or the portion of
the Premises damaged by such casualty shall not require Landlord to spend an
amount in excess of the Proceeds actually received by Landlord and allocable
thereto. 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 Tenant a fair
diminution 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 Premises 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
when physical possession of such portion of the Building or Premises is taken by
the condemning authority. If upon any such Partial Taking this Lease is not
terminated, Rent shall be abated by an amount representing that part of the Rent
properly 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 judgment, may be feasible, but such work shall not exceed the scope
of Landlord's Work and the value of Landlord's Contribution (as such terms are
defined in the Work Letter). In no event shall Landlord be required to spend an
amount to restore or reconstruct the portion of the Premises unaffected by the
Partial Taking in excess of the net amount (after expenses of collection) of the
Proceeds received by Landlord as compensation awarded upon a Taking.
<PAGE>
18.03. Awards and Proceeds. All Proceeds payable in respect of a 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 the Proceeds payable to Landlord. Tenant shall receive all
proceeds payable in respect of a Taking to the extent the proceeds payable are
clearly identified, by the condemning authority, as belonging to Tenant.
ARTICLE 19
QUIET ENJOYMENT
19.01. Landlord's Covenant. Provided that an Event of Default has not
-------------------
occurred and is 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.
19.02. Subordination. This Lease is and shall be subject and subordinate
-------------
to (i) the Land Lease, (ii) the Mortgage, (iii) any Future Land Lease and (iv)
any Future Mortgage, and to each advance made or hereafter to be made under the
Mortgage or any Future Mortgage. This Section 19.02 shall be self-operative and
not further instrument of subordination shall be required. In confirmation of
such subordination, Tenant shall execute and deliver promptly any certificate,
in recordable form, that Landlord, the Land Lessor, the Mortgagee, any Future
Land Lessor or any Future Mortgagee may request.
19.03. Notice to Mortgagee and Land Lessor. 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 to Tenant's obligations hereunder or to terminate this
Lease, shall result in a release or termination of such obligations or a
termination of this Lease unless (i) Tenant shall have first given notice of
Landlord's act or failure to act to the Land Lessor, the Mortgagee, any Future
Land Lessor, and any Future Mortgagee specifying the act or failure to act on
the part of the Landlord which could or would give basis to Tenant's rights; and
(ii) Land Lessor, the Mortgagee, any Future Land Lessor and any Future
Mortgagee, after receipt of such notice, have failed or refused to correct or
cure the condition complained of within a reasonable time thereafter; but
nothing contained in this Section 19.03 shall be deemed to impose any obligation
on the Land Lessor, the Mortgagee, any Future Land Lessor or any Future
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
premises leased to Landlord by Land Lessor pursuant to the Land Lease of the
Land Lessor, the Mortgagee, any Future Land Lessor, or any Future Mortgagee, as
the case may be, 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 the Mortgagee or any Future Mortgagee as collateral
security for a loan, neither the Mortgagee nor any Future Mortgagee, as the case
may be, shall be deemed to have assumed any of Landlord's obligations hereunder
solely as a result of said assignment. Either the Mortgagee or any Future
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 the Mortgagee or any Future Mortgagee, as the case may be,
specifically elects to assume such obligations or
<PAGE>
(ii) the Mortgagee or any Future Mortgagee, as the case may be, have (a)
foreclosed its mortgage, (b) accepted a deed in lieu thereof, or (c) taken
possession of the Premises by entry or otherwise. Even if the Mortgagee or any
Future Mortgagee, as the case may be, so 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 or any Future Mortgagee, as the case may be, with respect thereto, and
(ii) the Mortgagee or any Future Mortgagee, as the case may be, will be liable
for breaches of any of Landlord's obligations hereunder only to the extent such
breaches occur during the period of ownership by the Mortgagee or any Future
Mortgagee, as the case may be, after foreclosure (or any conveyance by a deed in
lieu thereof), all as set forth in Section 26.11 hereof.
19.05. Attornment; Further Provisions Regarding the Land Lessor. Tenant
--------------------------------------------------------
agrees to attorn to Land Lessor in the event Land Lessor requests such
attornment at any time prior to the expiration of ninety days after the Tenant
has given notice to Land Lessor that this Lease has been terminated by the
exercise by Land Lessor of a remedy under the Land Lease and that Tenant no
longer wishes to comply with the provisions of this Lease. If the Land Lessor
or any Future Land Lessor succeeds to the interest of Landlord, in no event
shall Land Lessor or any Future Land Lessor be liable for any act or omission of
Landlord, liable for the return of the Security Deposit, if any, subject to any
offsets or defenses which Tenant may have against Landlord, bound by any Rent
which Tenant might have prepaid for more than the current month, or bound by any
amendment or modification of this Lease made without Land Lessor's or any Future
Land Lessor's written consent.
ARTICLE 20
Defaults; Events of Default
---------------------------
20.01. Defaults. The following shall, if any requirement for notice or
--------
lapse of time or both has not been met, constitute Defaults, and, if such
conditions have been met, constitute Events of Default hereafter:
(1) The occurrence of any event set forth in Article 21 hereof;
(2) Subject to Section 20.01(5) below, the failure of Tenant to pay
Rent (or any other payment due to Landlord under this Lease) when the same
shall be due and payable and the continuance of such failure for a period
of 10 days after receipt by Tenant of notice in writing from Landlord
specifying such failure; or
(3) The failure of Tenant to observe any covenant made by it in
Sections 5.01, 7.01, 9.03, 13.01, 15.01, 15.02, and 15.03 hereof; or
(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 30 days after receipt by Tenant
of notice in writing from Landlord specifying in reasonable detail the
nature of such failure; or
(5) If Tenant shall default in the timely payment of Rent more than
one time in any period of twelve (12) months during the Term hereunder,
then, notwithstanding
<PAGE>
that such defaults shall have each been cured within the applicable period,
then any similar default shall be deemed to be deliberate and Landlord may
thereafter serve a notice of termination upon Tenant without affording to
Tenant an opportunity to cure such default.
20.02. Tenant's Best Efforts; Service Charge. Subject to Section 20.01,
-------------------------------------
in the event that the Default of which Landlord gives notice is of such a nature
that it cannot be cured upon receipt of notice from Landlord, then such Default
shall not be deemed to continue 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 continue 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. If any default described in this Article 20 requires written
notice from Landlord to Tenant, Tenant shall pay to Landlord, in addition to all
other costs and expenses, the sum of $250 as a service charge for each such
notice of default. Landlord shall agree to waive the $250 service charge for
the first two notices given by Landlord to Tenant in each Lease Year.
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, Landlord
-------------------
may, at its option, give to Tenant a notice terminating this Lease upon a date
specified in such notice, which date shall be not less than ten (10) Business
Days after the date of receipt by Tenant of such notice from Landlord, and upon
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 and 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 to pay Tenant's Cost
as required by 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 paragraph 3 of the Work Letter or (ii)
the Substantial Completion Date.
<PAGE>
If such Event of Default results from Tenant's failure to 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 is continuing, Landlord shall be
relieved of its undertakings under Article 13 hereof.
22.02. Surrender. Upon termination of this Lease as the result of an
---------
Event of Default, Tenant shall quit and peacefully surrender the Premises to
Landlord. Landlord, upon or at any time after any such termination, may without
further notice, enter the Premises and possess itself thereof by summary
proceedings or otherwise, and 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 or 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 term or terms (which may be greater or less then
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. 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 and such
liability and obligations shall survive any such termination. Tenant shall
indemnify and hold Landlord harmless from all loss, cost, expense, damage, or
liability arising out or in connection with such termination.
22.05. Damages. Upon such termination, Tenant shall pay to the Landlord
-------
the Rent up to the time of such termination. Tenant shall also pay Landlord
monthly on the days on which Basic Rent would have been payable, as damages for
Tenant's default, the amount by which:
(1) the amount of Rent which would be payable under this Lease by
Tenant if this Lease were still in effect, exceeds
(2) the net proceeds of any reletting, after deduction of all
Landlord's reasonable reletting expenses, including, without limitation,
all repossession costs, brokerage commissions, legal expenses, attorneys'
fees, alteration costs, and expenses for preparation for such reletting.
At any time after such termination, whether or not Landlord shall have
collected any monthly difference as aforesaid, Landlord shall be entitled to
recover from Tenant on demand, as and for liquidated and agreed damages for
Tenant's Default, the difference between
(1) the aggregated Rent which would have been payable under this
Lease by Tenant from 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 less Landlord's reasonable estimate of expenses to be incurred
in connection with
<PAGE>
reletting the Premises, including, without limitation, all repossession
costs, brokerage commissions, legal expenses, attorneys' fees, alteration
costs, and expenses of preparation for such reletting.
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 any statute and or 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.
22.06. Right to Equitable Relief. In the event 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
allow 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.
22.07. Right to Self Help. 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, 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 without
waiving any other of its rights or releasing Tenant from any of its obligations
under this Lease.
22.08. 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 statutes; but Tenant in such
case shall remain liable to Landlord as hereinbefore provided.
ARTICLE 23
Waivers
-------
23.01. No Waivers. Failure of Landlord or Tenant to complain of any act
----------
or omission on the part of the other party no matter how long the same may
continue, shall not be deemed to be a waiver by either party of any of its
rights hereunder. No waiver by either party at any time, expressed or implied,
of any breach of any provision of this Lease shall be deemed a waiver of a
breach of any other provision of this Lease or a consent to any subsequent
breach of the same or any other provision. No acceptance by Landlord of any
partial payment shall constitute an
<PAGE>
accord or satisfaction but shall only be deemed a partial payment on account,
nor shall any endorsement or statement on any check or any letter accompanying
any check or payment be deemed an accord and satisfaction, and Landlord may
accept such check or payment without prejudice to Landlord's right to recover
the balance of such installment or pursue any other remedy.
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 not be liable to Tenant for the payment
of interest thereon or profits therefrom. Landlord may expended such amounts
from 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 from the
Security Deposit as may be required to cure any outstanding Events of Defaults,
(iii) make such payments from the Security Deposit as may be required per
Section 7.08, and (iv) pay the balance of the Security Deposit to Tenant.
ARTICLE 25
Option to Expand
----------------
25.01. Expansion Option. Provided that an Event of Default has not
----------------
occurred and is not then continuing, Tenant shall have the option to take
subject to this Lease the Expansion Premises for a period commencing on the
Expansion Premises Term Commencement Date and ending on the Lease Termination
Date, subject to all the terms and conditions hereof, by delivering written
notice to Landlord no less than one hundred eighty (180) days prior to the
Expansion Premises Term Commencement Date. Tenant shall pay as Basic Rent for
the Expansion Premises for the period commencing on the Expansion Premises Term
Commencement Date and ending on the day prior to the fifth anniversary of the
Term Commencement Date an amount to be determined in accordance with Section
4.03.
25.02. Further Expansion Option. Provided that an Event of Default has
------------------------
not occurred and is not then continuing, and subject to contiguous space of not
less than the same desired area not being available in the Building, and further
subject to availability of the space desired by Tenant in another building in
Alewife Center, Tenant shall have the option to lease not less than 15,000
square feet in another building, at Alewife Center (the Further Expansion
Premises), at the office rent, parking rent and tenant work letter then being
offered, by delivering written notice to Landlord no less than one hundred
eighty (180) days prior to the desired Term Commencement Date for the Further
Expansion Premises. In the event this Further Expansion Option is exercised,
this Lease shall be terminated as of the Term Commencement Date for the Further
Expansion Premises.
<PAGE>
25.03. Notice of Available Space. Landlord agrees to give Tenant notice
-------------------------
during the Initial Term of this Lease of any space becoming available for
occupancy within the Building after the initial occupying of such space.
ARTICLE 26
General Provisions
------------------
26.01. Late Payment of Rent. If any installment of Basic Rent or any
--------------------
payment of Additional Rent is paid more than five days after the date the same
was due, it shall bear interest from the due date until paid in full at the
lesser of (i) 18% per annum or (ii) the highest rate permitted by law.
26.02. 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.
26.03. Notices and Communications. 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 registered or certified mail,
postage prepaid, return receipt requested, to the following addresses:
(a) if to Landlord at the address stated in Section 1.01 hereof, or
at such other address as Landlord shall have designated in writing to
Tenant and 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 Tenant shall have designated in writing to
Landlord, with a copy to such Persons as Tenant shall have designated in
writing to Landlord; or
(c) if to the Land Lessor address it to Alewife Land Corporation,
c/o W. R. Grace & Co., 62 Whittemore Avenue, Cambridge, Massachusetts,
Attention: O. Mario Favorito, Esquire, or to such other address as the Land
Lessor shall have give to Tenant or Landlord; or
(d) if to the Mortgagee, address it to:
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 the earlier of (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.
26.04. Certificates, Estoppel Letter. Either party shall, without charge,
-----------------------------
at any time and from time to time hereafter, within ten (10) days after written
request of the other, certify by written instrument duly executed and
acknowledged to the Mortgagee or any Future Mortgagee or purchaser, or proposed
Future Mortgagee or proposed purchaser, or any other 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 and
<PAGE>
effect of this Lease, in accordance with its tenor as then constituted, (c) as
to the existence of any Default or Event of Default, (d) as to 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, (f) as to the
amount or Rent due and payable and the date to which such Rent has been paid,
(g) the amount of the security deposit forwarded to Landlord and (h) 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 D.
---------
26.05. Renewal. If this Lease is renewed or extended, the provisions of
-------
the Work Letter shall not apply.
26.06. Right to Relocate. Landlord may, at its option, upon not less than
-----------------
sixty (60) Business Days prior written notice to Tenant, relocate Tenant
(effective as of the date specified in the notice) to other space in the
Building of approximately the same Rentable Area, provided that the Landlord
shall place the other space in substantially the same condition, quality,
buildout and features as the Premises are then in and shall pay all costs
associated with such move. In such an event (i) the other space shall be
substituted for the Premises hereunder, (ii) the terms and provisions of this
Lease shall remain in full force and effect and (iii) Tenant shall (a) relocate
as requested by Landlord and (b) execute all documents (including but not
limited to a termination or amendment of this Lease with respect to the
Premises) as Landlord may reasonably request.
26.07. Holding Over. If Tenant occupies the premises after the Lease
------------
Termination Date without having entered into a new lease of the Premises with
Landlord, Tenant shall be a tenant-at-sufferance subject to all of the terms and
provisions of this Lease at twice the then effective Basic Rent. Such a holding
over, even if with the consent of Landlord, shall not constitute an extension or
renewal of this Lease.
26.08. Governing Law. This Lease and the performance thereof shall be
-------------
governed, interpreted, construed and regulated by the laws of the Commonwealth
of Massachusetts.
26.09. 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 it 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.
26.10. 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 either party may request.
<PAGE>
26.11. 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 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 event be limited to the
Landlord's interest in the Building. The term "Landlord" shall also include any
agent or manager authorized to act on behalf of the then current Landlord.
26.12. Entire Agreement. No oral statement or prior written matter shall
----------------
have any force or effect. Tenant agrees that its decision to enter into this
Lease has not been made in reliance upon any representation, statement or
promise made by Landlord or Landlord's agents or representatives, except as is
expressly set forth in this Lease. This Agreement shall not be modified or
canceled except by writing subscribed to by all parties.
26.13. 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.
26.14. Broker's Indemnity. Each party warrants and represents that it has
------------------
had no dealing with any broker or agent other than Codman Associates and The
Leggat Company in connection with this Lease and covenants to defend with such
other party from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any broker or agent other than
Codman Company and The Leggat Company or the negotiation thereof. It is
understood that the commission due to Codman Company and The Leggat Company
under this Lease will be paid by Landlord.
26.15. Non-Disturbance Agreements. Landlord agrees to provide non-
--------------------------
disturbance agreements from the following parties:
a. Any present leasehold mortgagee.
b. Any future leasehold mortgagee to which Tenant may be required
to subordinate this Lease.
c. Any present ground lessor.
d. Any future ground lessor to which this Lease may be
subordinated.
e. Any future ground mortgagee to which the ground lease may be
subordinated (unless, as a condition to such subordination,
the ground lessor is required to deliver a non-disturbance
agreement concerning the ground lease).
Executed as a sealed instrument as of the ______ day of _________, 198___.
<PAGE>
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
Trustees as aforesaid and not ( By: /s/ David R. Vickery
------------------------------------
individually, nor on behalf of ( , Trustee
the beneficiaries individually (
( By: /s/ David L. Wightman
------------------------------------
( , Trustee
(
TENANT: Security Dynamics Technologies, Inc.
------------------------------------
By: /s/ Charles R. Stuckey
------------------------------------
Name: Charles R. Stuckey
Title: President and CEO
<PAGE>
EXHIBIT A
ONE ALEWIFE CENTER
DEFINITION OF TERMS
-------------------
Attached to and incorporated by reference into a Lease (the "Lease")
-----
between One Alewife Center Realty Trust ("Landlord") and ("Tenant"). Terms
-------- ------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
Additional Rent. All sums and other charges (other than Basic Rent)
---------------
due from Tenant to Landlord, or incurred by Landlord as the result of a Default.
Additional Services. Services provided to Tenant or in respect of the
-------------------
Premises which are not described in Schedule A to the Lease.
Adjusted Operating Expense Base. The amount determined by multiplying
-------------------------------
the Operating Expense Base by the Adjustment Factor.
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 First Calendar Year or Last Calendar Year
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 have 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, the Parking Area, the Building, and the conduct or continuation of a
Permitted Use therein.
Basic Services. The services described in Schedule A hereto.
--------------
Building. The building currently under construction on the Land to be
--------
known as One Alewife Center.
Building Standard Tenant Finishes. The standards set by Landlord for
---------------------------------
the quality of work done on the Premises described in Schedule 2 to the Work
Letter.
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.
<PAGE>
Calendar Year. The First Calendar Year, the Last Calendar Year and
-------------
any full calendar year (January 1 through December 31) occurring during the
Lease Term.
*[C.P.I. "Consumer Price Index-All Urban Consumers - (CPI-U) - U.S.
------
City Average - All Items (Index Base of 1967=100)" as published by the U.S.
Department of Labor.]*
Common Areas. All areas devoted to the common use of occupants of the
------------
Building or the provision of Services to the Building, including but not limited
to the atrium, air shafts, elevator shafts and elevators, stairwells and stairs,
restrooms, mechanical rooms, janitor closets, vending area, loading docks and
loading facilities and other similar facilities for the provision of Services or
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.
Default. Any event or condition specified in Article 20 hereof so
-------
long as any applicable requirement for the giving of notice of 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.
Expansion Premises. The space show as "Expansion Premises" containing
------------------
approximately 3,000 square feet of Rentable Area on the third floor of the
Building which may be made subject to this Lease by the exercise by Tenant of
the Expansion Rights, as identified in Exhibit B.
---------
Expansion Rights. The rights granted to Tenant with respect to the
----------------
Expansion Premises pursuant to Section 25.01 hereof.
Expansion Premises Term Commencement Date. Three years after the Term
-----------------------------------------
Commencement Date or anytime between month 24 or month 36 during the Term of
this Lease, provided that Tenant exercises the Expansion Option.
Extended Expiration Date. The day before the tenth anniversary of the
------------------------
Term Commencement Date (provided that Tenant exercises the Extension Option).
Extension Option. The right granted to Tenant pursuant to Section
----------------
3.03 hereof to extend the Lease Term for the Extension Period.
Extension Period. The period commencing on the fifth anniversary of
----------------
the Term Commencement Date and ending on the day before the tenth anniversary of
the Term Commencement Date provided that Reynolds, Vickery, Messina, and
Griefen, Inc. is able to relocate in similar space, to their satisfaction,
either in the Building or elsewhere in the Alewife Center park.
<PAGE>
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,
-------------
inability to procure materials, failure of power, restrictive Legal
Requirements, riots and insurrection, acts of the public enemy, wars,
earthquakes, hurricanes and other natural disasters, fires, explosions, any act,
failure to act or Default of the other party to this Lease or any other reason
beyond the reasonable control of any party to this Lease; provided, however,
lack of money shall not be deemed such a cause.
Future Land Lease. After the date hereof, any operating lease,
-----------------
overriding lease, ground lease, land lease or underlying lease covering the
Building or the Land except for the Land Lease.
Future Land Lessor. The holder of the lessor's interest in any Future
------------------
Land Lease.
Future Mortgage. Any mortgage, other than the Mortgage, which shall
---------------
hereafter encumber the Land Lease, any Future Land Lease, the Building, the Land
or any portion thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof and all substitutions therefor.
Future Mortgagee. The holder of a Future Mortgage.
----------------
General Contractor. Contractor chosen by Landlord.
------------------
Governmental Authority. United States of America, the Commonwealth of
----------------------
Massachusetts, the City of Cambridge, County of Middlesex, and any political
subdivision thereof and any agency, department, commission, board, bureau or
instrumentality of any of them.
Land Lease. The Lease between the Land Lessor and Landlord dated as
----------
of November 5, 1987, as amended by First Amendment to Ground Lease dated
February 22, 1988.
Land Lessor. Alewife Land Corporation, a Massachusetts corporation,
-----------
or any successor or assignee of or under the Land Lease.
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 sixty (60) days of the date of such filing
or commencement, such events shall not constitute an insolvency hereunder.
<PAGE>
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 Land, the Building, or the Premises or any
part of parts of either, all requirements of the 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 Whittemore Avenue, Cambridge shown on Plan 537 of
----
1985 recorded with Middlesex South District Registry of Deeds.
Landlord's Contribution. The amount contributed by Landlord as a
-----------------------
credit toward the cost of finishing the Premises shown on Schedule 2 to the Work
Letter.
Landlord's Work. The work to be done by Landlord with respect to the
---------------
Premises described on Schedule 2 to the Work Letter.
Last Calendar Year. The partial Calendar Year commencing on January 1
------------------
of the Calendar Year in which the Lease Termination Date occurs of the Lease
Term 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 Articles 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.
Mortgage. Collectively, (i) that certain Construction Loan Leasehold
--------
Mortgage and Security Agreement granted by Landlord to the Mortgagee dated
February 22, 1988 recorded with Middlesex South Registry of Deeds at Book ___,
Page ___, and filed with Middlesex South Registry District of the Land Court as
Document No. 767707, and (ii) that certain Collateral Assignment of Leases and
Rents made by Landlord in favor of the Mortgagee, dated February 22, 1988,
recorded with said Deeds at Book ___, Page ___, and filed with said Registry
District as Document No. 767708.
<PAGE>
Mortgagee. The Provident Institution for Savings in the Town of
---------
Boston, or any successor or assignee of or under the Mortgage.
Occupancy Arrangement. With respect to the Premises or any portion
---------------------
thereof or the Lease, 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.
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 of the Building per year, but with respect to the First Calendar Year 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 (to the
extent not previously paid by Landlord) in connection with the operation and
maintenance of the Building, including all facilities in operation on the Term
Commencement Date and such additional facilities in subsequent years as may be
determined by Landlord to be necessary or beneficial for the operation of the
Building, Parking Area and Land and the provision of Basic Services or any other
services provided tenants, including, but not limited to, (a) wages, salaries,
fees and costs to Landlord of all Persons engaged in connection therewith,
including taxes, workmen's compensation insurance and all benefits relating
thereto, (b) the cost of (i) all supplies, tools and equipment used in the
operation of the Land, Parking Area or Building and materials (including work
clothes of all employees and the cleaning thereof), (ii) electricity and
lighting with respect to any portion of the Land, Building or Parking Area not
required to be paid by any tenant pursuant to its lease, (iii) water, heat,
fuel, sewer charges, utilities, air conditioning and ventilating for the
Building, (iv) all maintenance, janitorial, and service agreements, (v) all
insurance, including the cost of casualty and liability insurance applicable to
the Parking Area, the Land, the Building and Landlord's personal property used
in connection therewith, (vi) painting, repairs and general maintenance, (vii)
capital items which are for the purpose of reducing Operating Expenses or
upgrading services or which are at any time required by a Governmental Authority
or an Insurance Requirement amortized over the reasonable life of the capital
items on a straight line basis with the reasonable life being determined by
Landlord in accordance with generally accepted accounting principles, (viii)
reasonable expenses incurred in pursuing an application for an abatement of
taxes pursuant to Section 6.06 hereof to the extent not deducted from the
abatement, if any, received, (ix) legal (excluding legal fees with respect to
lease negotiations), accounting and other professional fees and disbursements
(excluding leasing commissions), (x) telephone and stationery expenses, (xi)
charges of independent contractors and consultants performing work included
within this definition of Operating Expenses, and (xii) cleaning (including snow
removal) and exterior and interior landscaping of the Common Areas and Parking
Area, and (c) fees to be paid to the property manager. Operating Expenses shall
not include (i) capital items except as provided above or (ii) specific costs
billed to and paid by specific tenants. Operating Expenses shall not include
payments to Affiliates of Landlord to
<PAGE>
the extent such payments exceed customary charges for the goods or services
provided by such Affiliate.
If during any Lease Year less than 95% of the Rentable Area of the Building
is leased and occupied by tenants, then the Operating Expenses for such Lease
Year shall be increased proportionately to reflect the amount of Operating
Expenses which, in Landlord's sole judgment, would have been incurred during
such Lease Year of 95% of the Rentable Area of the Building was leased and
occupied by tenants.
If during all or part of any Lease Year, Landlord shall not furnish any
particular item of work or service (which would otherwise constitute an
Operating Expense hereunder) to any portion of the Building due to the fact that
(A) such portion is not occupied or leased, (B) such item of work or service is
not required or desired by the tenant of such portion, (C) such tenant is itself
obtaining and providing such item of work or service or (D) for any other
reason, then, for the purpose of computing Operating Expenses, the cost of such
item for such period shall be deemed to be increased by an amount equal to the
additional costs and expenses which would reasonably have been incurred during
such period by Landlord if it had at its own expense furnished such item of work
or service.
Parking Area. The on-grade parking area located on the Land, as the same
------------
may be relocated as provided in Section 5.02.
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, assess but not yet due and payable, (b)
easements, reservations, restrictions and rights of way encumbering or affecting
the Land on the date of this Lease, (c) the rights of Landlord, Tenant and other
Persons to whom Landlord has granted such rights to exercise in common with
respect to the Land and the Common Areas the rights granted to Tenant hereunder,
(d) mortgages of record or to be placed on record after the date hereof and
related instruments securing or concerning debts which are secured by the Land
or the Building, (e) any matters which this Lease shall become subordinate to
pursuant to Article 19 of this Agreement and (f) 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 Initial Premises and, after the exercise of the Expansion
--------
Rights, the Initial Premises and the Expansion Premises. Premises, Initial
Premises and Expansion Premises as defined herein shall refer to the area
bounded by the exterior glass of the Building, ceiling, floor slab and demising
walls, with respective maintenance responsibilities between Landlord and Tenant
as outlined in Article 7.03.
<PAGE>
Proceeds. Any amount which a Person is obligated to pay as a result of the
--------
occurrence of any event described in Article 17 or 18 hereof, less any costs,
expenses and fees (including attorneys' fees) with respect to the collection
thereof.
Prohibited Occupancy Arrangement. An Occupancy Arrangement which (i)
--------------------------------
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 or (ii) is a
"disqualified lease" as defined in Section 168(j)(3)(B)(iii) of the Internal
Revenue Code of 1954, as amended, and the Treasury Regulations promulgated
thereunder (the "Code").
----
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 measure from the
inside surfaces of the outer glass of the Building, plus
Tenant's pro rata share of Common Areas.
(ii) On multi-tenant floors, the usable area measured from the
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 pro
rata 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 and the Land, as such rules
and regulations may thereafter be amended. The initial Rules and Regulations
are attached to the Lease as Exhibit E.
---------
Services. Basic Services and Additional Services.
--------
Space Plan. A detailed plan to be prepared by Tenant showing all
----------
improvements which Tenant wishes to make to the Premises.
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 later to occur of (1) the day before the fifth
----------------------
anniversary of the Term Commencement Date, or (2) the Extended Expiration Date
(if Tenant exercises the Extension Option).
<PAGE>
Substantial Completion Date. The date on which the City of Cambridge
---------------------------
issues a certificate of occupancy for the Premises, and 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 competent person
for any public use or purpose or any proceeding or negotiations which might
result in such a taking or any sale or lease in lieu of or in anticipation of
such a taking.
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 of the Building per year,
but with respect to the First Calendar Year and the Last Calendar Year, the
Adjusted Tax Base.
Taxes. 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 or with respect to the Land or any part
thereof and the Building or the Premises, appurtenances or 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 any 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 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. The cost of work done in connection with the completion of
-------------
the Premises in excess of (i) the cost of Landlord's Work and (ii) Landlord's
Contribution.
Tenant's Share. The percentage of the Rentable Area of the Building
--------------
represented by the Rentable Area of Premises.
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, (b) the date, if any, determined in accordance
with Sections 7.04 or 22.01, 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 any other covenants, agreements, reservations,
rights-of-way, restrictions, easements and declarations
<PAGE>
of record executed, delivered and/or recorded after the date hereof, provided
that such instruments do not materially inhibit the use of the Premises as set
forth herein.
Total Taking. (i) a Taking of: (a) the fee interest in all or
------------
substantially all of the Building or (b) such title to or 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 Uses 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 Work Letter attached hereto as Exhibit X.
----------- ---------
Working Drawings. The Working Drawings for the finishing of the Premises
----------------
developed by Landlord and Tenant in accordance with the Work Letter. The
Working 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.
<PAGE>
SCHEDULE A
ONE ALEWIFE CENTER
LANDLORD'S SERVICES
I. CLEANING
A. General
1. All cleaning work will be performed during non-business hours,
Monday through Friday, unless otherwise necessary for stripping,
waxing, etc.
2. Abnormal waste removal (e.g., computer installation paper, bulk
packaging, wood or cardboard crates, refuse from cafeteria
operation, etc.) shall be Tenant's responsibility, at Tenant's
sole cost and expense.
B. Daily Operations (5 times per week)
1. Tenant Areas
a. Empty and clean all waste receptacles; wash receptacles as
necessary.
b. Vacuum all rugs and carpeted areas.
c. Empty, and damp-wipe all ashtrays.
2. Lavatories
a. Sweep and wash floors with disinfectant.
b. Wash both sides of toilet seats with disinfectant.
c. Wash all mirrors, basins, bowls, urinals.
d. Spot clean toilet partitions.
e. Empty and disinfect sanitary napkin disposal receptacles.
f. Refill toilet tissue, towel, soap, and sanitary napkin
dispensers.
3. Public Areas
a. Wipe down entrance doors and clean glass (interior and
exterior).
b. Vacuum elevator carpets and wipe down doors and walls.
<PAGE>
c. Clean water coolers.
C. Operations as Needed
1. Tenant and Common Areas
a. Buff all resilient floor areas.
D. Weekly Operations
1. Tenant Areas, Lavatories, Common Areas
a. Hand-dust and wipe clean all horizontal surfaces with
treated cloths to include furniture, office equipment,
windowsills, venetian blinds, door ledges, chair rails,
baseboards, etc., within normal reach.
b. Sweep all stairways.
E. Monthly Operations
1. Tenant and Common Areas
a. Thoroughly vacuum seat cushions on chairs, sofas, etc.
b. Vacuum and dust grillwork.
2. Lavatories
a. Wash down interior walls and toilet partitions.
F. As Required and Weather Permitting
1. Entire Building (less atrium area)
a. Clean inside of all windows once a year.
b. Clean outside of all windows once a year.
G. Yearly
1. Tenant and Common Areas
a. Strip and wax all resilient tile floor areas.
<PAGE>
II. HEATING, VENTILATING, AND AIR CONDITIONING
1. Heating, ventilating, and air conditioning ("HVAC") as required
----
to provide reasonably comfortable temperatures for normal
occupancy on Business Days from 8:00 a.m. to 6:00 p.m. HVAC will
be provided at other times upon twenty-four (24) hours prior
written request with the cost thereof to be paid directly by the
tenants sharing such services.
2. Maintenance of any additional or special air conditioning
equipment and the associated operating cost will be at Tenant's
expense.
III. WATER
Hot water for lavatory purposes and cold water for drinking, lavatory
and toilet purposes.
IV. ELEVATORS
For the use of all tenants and the general public for access to and
from all floors of the Building. Programming of elevators (including,
but not limited to, service elevators) shall be as Landlord from time
to time determines best for the Building as a whole.
V. RELAMPING OF LIGHT FIXTURES
Tenant will reimburse Landlord for the cost of replacement lamps,
ballasts and starters.
VI. CAFETERIA AND VENDING INSTALLATIONS
1. Any space to be used primarily for lunchroom or cafeteria
operation within the Premises shall be Tenant's responsibility to
keep clean and sanitary, it being understood that Landlord's
approval of such use must be first obtained in writing.
2. Vending machines or refreshment service installations by Tenant
must be approved by Landlord in writing and shall be restricted
to use by employees and business callers. All cleaning
necessitated by such installations shall be at Tenant's expense.
VII. EXTERIOR WORK
Landlord will remove snow from walkways and the Parking Area and
maintain landscaped areas of the Land as necessary.
<PAGE>
[INSERT ALEWIFE CENTER EXHIBIT B DIAGRAM HERE]
<PAGE>
EXHIBIT C
ONE ALEWIFE CENTER
TERM COMMENCEMENT AGREEMENT
Attached to and incorporated by reference into a Lease (the "Lease")
-----
between One Alewife Center Realty Trust ("Landlord") and ("Tenant"). Term
-------- ------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
Landlord and Tenant hereby acknowledge that the permanent certificate of
occupancy for the Premises has been issued by the City of Cambridge, and
stipulate that for all purposes the Term Commencement Date of the Lease is March
13, 1989.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
( By: ____________________________________
Trustees as aforesaid ( , Trustee
and not individually, (
nor on behalf of the (
beneficiaries individually ( By: ____________________________________
, Trustee
TENANT: ________________________________________
By: ____________________________________
Name:
Title:
<PAGE>
EXHIBIT D
ONE ALEWIFE CENTER
TENANT ESTOPPEL LETTER
Attached to and incorporated by reference into a Lease (the "Lease")
-----
between One Alewife Center Realty Trust ("Landlord") and ("Tenant"). Terms
-------- ------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
, 199_
Gentlemen:
Reference is made to our Lease (the "Lease") dated ______________, made
with One Alewife Center Realty Trust. Terms defined in or by reference in the
Lease used herein but not otherwise defined herein shall have the same meanings
herein as therein.
The undersigned, as Tenant, hereby ratifies the Lease and certifies that:
1. the Term Commencement Date is ________________;
2. the undersigned presently occupies the Premises;
3. The Basic Rent of $________ was payable beginning on the Basic Rent
Commencement Date;
4. the Lease is in full force and effect and has not been assigned,
modified, supplemented or amended in any way (except by agreement(s)
dated __________) and neither party thereto is in default thereunder
except as specified herein;
5. the Lease represents the entire agreement between Landlord and Tenant;
6. the Stated Expiration date is __________________;
7. all conditions under the Lease to be performed by the Landlord have
been performed satisfactorily;
8. Landlord's Contribution has been made and received and Landlord's Work
has been completed;
9. on this date there are no existing defenses or offsets which the
undersigned has against the enforcement of the Lease by the Landlord;
10. no Rent has been paid in advance other than the Security Deposit;
<PAGE>
11. there are ______ square feet of Rentable Area in the Premises; and
12. Basic Rent for ________., 199_, has been paid.
Very truly yours,
_______________________ (Tenant)
By: ___________________ (Title)
<PAGE>
EXHIBIT E
ONE ALEWIFE CENTER
RULES AND REGULATIONS
Attached to and incorporated by reference into a Lease (the "Lease")
-----
between One Alewife Center Realty Trust ("Landlord") and ("Tenant"). Terms
-------- ------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
1. Sidewalks, doorways, vestibules, halls, stairways and other similar
area shall not be obstructed by tenants or used by any tenant for any purpose
other than ingress and egress to and from the Premises and for going from one
part of the Building to another part of the Building.
2. Plumbing fixtures and appliances shall be used only for the purpose
for which designated, and no sweeping, rubbish, rags or suitable material shall
be thrown or placed therein. Repairs resulting from such damage to any such
fixtures or appliances from misuse by a tenant shall be paid by him, and
Landlord shall not in any case be responsible therefor.
3. No signs, advertisements or notices shall be painted or affixed on or
to any windows, doors, corridors or other parts of the Building except as shall
be fist approved by Landlord.
4. Landlord will provide and maintain an alphabetical directory board for
all tenants in the Building, and no other directly shall be permitted unless
previously consented to by Landlord in writing.
5. Movement of furniture or office equipment, or dispatch or receipt by
tenants of any bulky material, merchandise or materials which requires use of
elevators or stairways, or movement through the Building entrances or lobby,
shall be restricted to such hours as Landlord may designate, and such movement
shall be subject to control of Landlord.
6. Landlord shall have the authority to prescribe the weight and manner
that safes, file cabinets and other heavy equipment are positioned.
7. Passenger elevators are to be used only for the movement of persons
and routine deliveries to a tenant's premises, unless an exception is approved
by the Landlord in writing.
8. All locks for doors in each tenant's premises shall be building
standard and no tenant shall place any additional lock or locks on any door in
its leased area without Landlord's written consent. All requests for duplicate
keys shall be made through Landlord and charged to the tenant.
9. Corridor doors, when not in use, shall be kept closed.
<PAGE>
10. Tenants shall lock all office doors leading to corridors and turn out
all lights at the close of their working day.
11. Tenants shall not tamper with or attempt to adjust temperature control
thermostats in their respective Premises. Landlord shall adjust thermostats to
maintain required temperatures for heating, ventilating and air conditioning.
12. Tenants will comply with any measures instituted for the security of
the building which may include the signing in or out in a register in the
building lobby after hours and on weekends.
13. Tenants shall not make or permit any improper noises in the building
or otherwise interfere in any way with other tenants or persons having business
with them.
14. No vending machines of any type shall be allowed in tenant space
without the prior written consent of Landlord.
15. No birds or animals shall be brought into to kept in, on or about
public or tenant areas.
16. Landlord will not be responsible for lost or stolen personal property,
money or jewelry from tenant's premises or public areas regardless of whether
such loss occurs when area is locked against entry or not.
17. Landlord reserves the right to rescind any of these rules and
regulations and to make such other and further rules and regulations as in its
reasonable judgment shall form time to time, be required for the safety,
protection, care and cleanliness of the Building, the operation thereof, the
preservation of good order therein and the protection and comfort of the tenants
and their agent, employees and invitees. Such rules and regulations, when made
and written notice thereof is given to a tenant, shall be binding upon it in
like manner as if originally herein prescribed.
<PAGE>
EXHIBIT F
Restrictions on Permitted Uses*
[Insert any further restrictions on the Permitted Uses applicable at the time
the lease is being signed].
________________
* Note to the Property Manager: The restrictions on uses set forth in this
Exhibit F shall only be effective as long as the leases containing such
---------
restrictions on use remain in force and effect.
<PAGE>
EXHIBIT X
ONE ALEWIFE CENTER
WORK LETTER
-----------
STANDARD FORM
-------------
Attached to and incorporated by reference into a Lease (the "Lease")
-----
between One Alewife Center Realty Trust ("Landlord") and ("Tenant"). Terms
-------- ------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
1. Preparation of the Premises. Landlord shall do Landlord's Work. All other
---------------------------
work 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. 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
Paragraph 8 hereof.
2. Time for Completion. Landlord shall use due diligence to have the Premises
-------------------
ready for occupancy on or before the Estimated Term Commencement Date.
3. 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, or
(b) Tenant's requests for Special Work or changes to the Working Drawings
pursuant to Paragraph 7 hereof (notwithstanding Landlord's approval of
such changes), or
(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
(d) any fault, negligence, omission, or failure to act 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 Commencement Date.
4. Space Plan. Tenant has delivered to Landlord _____________, the Space
----------
Plan, together with any other information required by the attached Schedule
1 which may be necessary for Landlord to construct all improvements
described by Tenant in the Premises. Upon receipt of the Space Plan,
Landlord will review the Space Plan to confirm that the Space Plan conforms
to the requirements listed in Schedule 1. Landlord shall meet with Tenant
and advise Tenant informally of Landlord's estimate of Tenant's Cost. In
the event the
<PAGE>
Space Plan does not conform to the requirements of Schedule 1, or Tenant
determines that the estimated Tenant's Cost associated with the work shown
thereon is not within the scope of its budget, Landlord will return the
Space Plan to Tenant for corrections and/or revisions. Tenant will deliver
a corrected Space Plan to Landlord no later than ten (10) days after
Landlord returns the Space Plan. Upon mutual approval of the Space Plan,
Landlord will notify Tenant in writing that preparation of Working Drawings
has begun.
5. Working Drawings. At Landlord's expense, Working Drawings have been
----------------
completed and agreed to by Landlord and Tenant.
6. Tenant's Cost. Upon receipt of approved Working Drawings, Landlord agrees
-------------
to promptly price the cost of constructing the improvements in accordance
with the Working Drawings, and to submit to Tenant an estimate of Tenant's
Cost (including detail of the cost of such work, less the Landlord's
Contribution), together with a schedule for completion of the work. Tenant
shall approve such cost within five (5) days, otherwise said work will not
be done.
7. Special Work. It is understood that Tenant at its own expense may
------------
authorize changes in the work after approval of the Working Drawings and
the cost of the work shown thereon. Such changes to the Working Drawings
made by Tenant shall be priced at the cost of (i) making such changes and
(ii) the cost of the work shown thereon (including the General Contractor's
overhead, profit and general conditions) plus 10% of (i) and (ii) to cover
----
Landlord's overhead and general conditions.
8. Payment of Tenant's Cost. Tenant shall make progress payments towards
------------------------
Tenant's Cost as follows:
(i) 50% of the estimated Tenant's Cost of such work shall be paid at the
time such work is authorized by Tenant; and
(ii) the balance after application by Landlord of the amount received by
Landlord pursuant to clause (i) of this Paragraph 8, within ten (10)
days after receipt of a statement rendered from time to time, but
not more often than once every thirty (30) days, by Landlord or any
contractor of Landlord with respect to all or any portion of
Tenant's Cost.
9. 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 agent,
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 or operation of the Building, Landlord shall have the right to
withdraw such permission upon twenty-four (24) hours written notice to
Tenant. Any
<PAGE>
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.
10. Notice to Commence. Approximately fifteen (15) days prior thereto Landlord
------------------
shall furnish Tenant a notice stating the Substantial Completion Date.
11. Tenant's Representative. Landlord may rely on Tenant's Representative with
-----------------------
respect to all matters which pertain to this Work Letter, Tenant having
authorized Tenant's Representative to make decisions binding upon Tenant
with respect to such matters.
12. Landlord agrees to guarantee all work performed in the preparation of the
premises in accordance with this Work Letter for a period of one year from
the term Commencement Date.
<PAGE>
SCHEDULE 1
ONE ALEWIFE CENTER
MINIMUM INFORMATION REQUIRED OF TENANT SPACE PLAN
Floor Plan Indicating:
---------------------
1. Location and type of all partitions.
2. Location and types of all doors - indicate hardware and provide keying
schedule.
3. Location and type of glass partitions, windows and doors - indicate framing
if not building standard.
4. Location of telephone equipment room accompanied by an approval of the
telephone company.
5. Indicate critical dimensions necessary for construction.
6. Location of all Building standard electrical items - outlets, switches,
telephone outlets. (Building Standard lighting will be determined by
Building architect.)
7. Location and type of all Non-Building Standard electrical items including
lighting.
8. Location and type of equipment that will require special electrical
requirements. Provide manufacturers' specifications for use and operation.
9. Location, weight per square foot and description of any exceptionally heavy
equipment or filing system exceeding 50 psf live load.
10. Requirements for special air conditioning or ventilation.
11. Type and color of floor covering.
12. Location, type and color of wall covering.
13. Location, type and color of Building Standard and Non-Building Standard
paint or finishes.
14. Location and type of plumbing.
15. Location and type of kitchen equipment.
Details Showing:
---------------
1. All millwork with verified dimensions and dimensions of all equipment to be
built-in.
2. Corridor entrance.
3. Bracing or support of special walls, glass partitions, etc., if desired.
If not included with the space plan, the Building architect will design all
support or bracing required at Tenant's expense.
<PAGE>
SCHEDULE 2
----------
ONE ALEWIFE CENTER
BUILDING STANDARD TENANT FINISHES
---------------------------------
PARTITIONS AND DOORS:
--------------------
1. Demising
--------
a. Partitions separating tenants shall be constructed of 2-1/2" metal
studs 16" o.c. with one layer of 1/2" gypsum wallboard on each side.
These partitions will be insulated and will extend full height through
the ceiling to the underside of the floor slab above.
b. Each space shall have one principal entry door which shall be fully
height (8'-6") and solid core stain grade wood with side light,
including a closer and lever type lockset.
2. Interior
--------
a. Partitions within a tenant area shall be constructed of 2-1/2" metal
studs with a 1/2" layer of gypsum wall board on each side to the
ceiling.
b. Doors shall have hollow metal or wood frames as landlord may choose
and shall be full height solid core stain grade wood with lever
handled latchsets.
3. Quantities
----------
The total linear footage of partitions for each tenant are based on one
linear foot for each 15 square feet of net useable area. Door quantities
are based on one door for each 25 linear foot of partitioning.
CEILINGS:
--------
Tenant area ceilings shall be suspended 2' x 2' U.S.G. Acoustone Glazier
or equal acoustical ceiling tile with a tegular edge installed in a T-grid
bar suspension system or as the landlord may authorize.
WINDOWS:
-------
All windows will have mini-horizontal blinds. Color: Rock Grey
<PAGE>
ELECTRIC:
--------
1. Tenant area light fixtures shall be low brightness 2' x 4' lay-in air-
handling parabolic warm-white 3 tube fluorescent fixtures. Common
lobbies, toilets and service areas shall have light, as selected by
landlord.
2. Light switches shall be single pole, quite type wall switches with
matching face plate.
3. Outlets shall be 120 volts duplex receptacles with matching face
plate.
4. Quantities:
----------
Tenant area light fixture quantities are based on an average of one
fixture per 100 square feet of net usable area. Switch quantities
are based on an average of one per ten light fixtures. Duplex
receptacle quantities are based on an average of one outlet per 125
square feet of net usable area.
FLOOR COVERING:
--------------
Floor coverings shall be in accordance with all applicable codes and shall
be approved by the landlord. Vinyl base shall be 2- 1/2" high.
PAINTING:
--------
1. All painting partitions shall receive two coats of latex paint.
Colors shall be selected from building standard color chart.
2. Doors and frames shall have one primer coat and two finish coats of
enamel or natural finish as the landlord may authorize.
LANDLORD'S WORK
---------------
Landlord will provide the shell space including exterior windows with horizontal
blinds; interior face of exterior wall taped and sanded; exposed concrete
floors; sprinkler mains not including branches or related work; HVAC system, up
to and including distribution boxes and associated temperature control work as
indicated on base building drawings, electrical power distribution for lighting
and outlets up to and including distribution panels as shown on base building
drawings.
Common Areas, including entrances, main corridor, elevators, lavatory facilities
and signage, will be finished by Landlord.
<PAGE>
LANDLORD'S CONTRIBUTION
-----------------------
All interior tenant finish work must be done by Landlord using contractors
chosen by landlord.
Landlord will contribute up to $_____ per square foot of usable area as a credit
toward the cost of such work (a contribution of approximately ______ for the
Premises). Landlord estimates that as of the date of this Lease, Landlord's
contribution will provide the following quantities of Building Standard Tenant
Finishes:
1. Principal Entry Doors: One
2. Interior Partitions: One linear foot for each 15 square feet of usable
area, including a 2- 1/2" vinyl base and painting of all exposed surfaces.
3. Interior Doors: One for each 372 square feet of usable area.
4. Ceilings: All
5. Light Fixtures: One fixture for every 100 square feet of usable area.
6. Light Switches: One rocket-type switch for every 1,000 square feet of
usable area.
7. Electrical Outlets: One duplex receptacle outlet for every 125 square feet
of usable area.
8. Sprinkler Heads: 1 per every 225 square feet of usable area.
9. Carpet: Selected from Building architect's selection list.
10. HVAC: In accordance with base building layout.
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 1
Reference is made to the lease dated March 13, 1989 ("Lease") by and between
-----
David L. Wightman and David R. Vickery, Trustees of One Alewife Center Realty
Trust under Declaration of Trust dated as of November 5, 1987, recorded with
Middlesex South District Registry of Deeds at Book 18671, Page 237, and filed
with Middlesex South Registry of the Land Court as Document No. 763134 as Lessor
("Landlord") and Security Dynamics, Inc., a Massachusetts corporation with a
--------
place of business at One Alewife Center, Cambridge, Massachusetts 02140
("Tenant"). Terms defined in or by reference in the Lease not otherwise defined
------
herein shall have the same meanings herein as therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises on the terms hereinafter set forth. For good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the
following additional definitions thereto:
Expansion Premises: 1,888 square feet of Rentable Area of the
third floor of the Building.
Expansion Premises Term: The period commencing on July 1, 1992,
or sooner, if the Premises are substantially completed with a
certificate of occupancy and ending on the Stated Expiration
Date.
Expansion Premises Term Commencement Date: July 1, 1992, or
sooner, if the Premises are substantially completed with a
certificate of occupancy. Tenant will execute an agreement
acknowledging the Term Commencement Date within 10 days after the
occurence of the Term Commencement Date.
Expansion Premises Basic Rent Commencement Date: July 1, 1992.
Same as current rent.
This section is further amended by deleting therefrom the definitions
of the terms "Premises" and "Tenant's Share" and substituting
therefore respectively the following:
Premises: The original Premises and, after the Expansion
Premises Term Commencement Date, the addition of the Expansion
Premises.
<PAGE>
Tenant's Share: 9.57%
Landlord will contribute all tenant finishes toward the interior
tenant finish improvements of the Expansion Premises based on tenant
plans dated November 22, 1991. Landlord will provide 10 additional
--
parking spaces with the Expansion Premises.
In all other respects, the terms and provisions of the Lease are hereby ratified
and confirmed.
Executed as a sealed instrument as of the 27day of January, 1992.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
Trustee as aforesaid and not ( By: /s/ David R. Vickery
---------------------------
individually, nor on behalf of the ( David R. Vickery, Trustee
beneficiaries individually (
( By: /s/ David L. Wightman
---------------------------
David L. Wightman, Trustee
TENANT: SECURITY DYNAMICS, INC.
By: /s/ Charles R. Stuckey Jr.
---------------------------
President
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 2
Reference is made to the lease dated March 13, 1989 and Amendment No. 1 dated
January 27, 1992 ("Lease") by and between David L. Wightman and David R.
-----
Vickery, Trustees of One Alewife Center Realty Trust under Declaration of Trust
dated as of November 5, 1987, recorded with Middlesex South District Registry of
Deeds at Book 18671, Page 237, and filed with Middlesex South Registry of the
Land Court as Document No. 763134 as Lessor ("Landlord") and Security Dynamics,
--------
Inc., a Massachusetts corporation with a place of business at One Alewife
Center, Cambridge, Massachusetts 02140 ("Tenant"). Terms defined in or by
------
reference in the Lease not otherwise defined herein shall have the same meanings
herein as therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises and Extend the term based upon the terms hereinafter set
forth. For good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, Landlord and Tenant hereby agree to amend the
Lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the
following additional definitions thereto:
Expansion Premises: 1,578 square feet of Rentable Area adjacent to
the existing premises on the third floor of the building.
This section is further amended by deleting therefrom the definitions of
the terms "Premises," "Term," "Basic Rent," "Tax Base," "Operating Base"
and "Tenant's Share" and substituting therefore respectively the following:
Premises: Effective as of the execution of this lease amendment
1,578 rentable square feet of adjacent space will be added to the
existing premises which will then comprise a total of 10,047
rentable square feet.
Term: Four years and 6 months. Tenant shall take occupancy of the
premises on September 10, 1993. However, the rent will commence on
3/13/94 through 3/12/98 (first extended term).
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 2
Reference is made to the lease dated March 13, 1989 and Amendment No. 1 dated
January 27, 1992 ("Lease") by and between David L. Wightman and David R.
-----
Vickery, Trustees of One Alewife Center Realty Trust under Declaration of Trust
dated as of November 5, 1987, recorded with Middlesex South District Registry of
Deeds at Book 18671, Page 237, and filed with Middlesex South Registry of the
Land Court as Document No. 763134 as Lessor ("Landlord") and Security Dynamics,
--------
Inc., a Massachusetts corporation with a place of business at One Alewife
Center, Cambridge, Massachusetts 02140 ("Tenant"). Terms defined in or by
------
reference in the Lease not otherwise defined herein shall have the same meanings
herein as therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises and Extend the term based upon the terms hereinafter set
forth. For good and valuable consideration, the receipt and legal sufficiency of
which is hereby acknowledged, Landlord and Tenant hereby agree to amend the
Lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the
following additional definitions thereto:
Expansion Premises: 1,578 square feet of Rentable Area adjacent to
the existing premises on the third floor of the building.
This section is further amended by deleting therefrom the definitions of
the terms "Premises," "Term," "Basic Rent," "Tax Base," "Operating Base"
and "Tenant's Share" and substituting therefore respectively the following:
Premises: Effective as of the execution of this lease amendment
1,578 rentable square feet of adjacent space will be added to the
existing premises which will then comprise a total of 10,047
rentable square feet.
Term: Four years and 6 months. Tenant shall take occupancy of the
premises on September 10, 1993. However, the rent will commence on
3/13/94 through 3/12/98 (first extended term).
<PAGE>
Rent: Based on the following schedule:
$16 per sq. ft. Period 3/13/94 through 3/12/95
$17 per sq. ft. Period 3/13/95 through 3/12/96
$17 per sq. ft. Period 3/13/96 through 3/12/97
$18 per sq. ft. Period 3/13/97 through 3/12/98
Escalation Bases: The tax and operating base will be $8.00 per
square foot based on calendar year 1992 actuals.
Tenant's Share: 11.22%
The following portion of Section 5.02 Parking Area is hereby deleted.
"Landlord agrees to provide to Tenant within the Parking Area at no cost during
the Initial Term of this Lease 20 parking spaces, and to use its best efforts to
provide to Tenant an additional 10 parking spaces,"
and substituted with the following:
"Total number of parking spaces allocated to the Tenant as of the effective date
of this lease extension shall be five (5) per 1,000 square feet of rentable
area, for a total of 50 spaces".
Tenant Improvements: Landlord will contribute a total of $10,890 toward the
-------------------
reconstruction of Security Dynamics' Premises. This dollar allocation is
based on the construction cost of the sketch plan provided to Tenant.
Expansion Option: Security Dynamics, Inc. will have a right of first refusal on
----------------
all of Allnet's premises (4,026 rentable square feet). Allnet's lease expires
5/7/94. Security Dynamics will have the right to exercise this option until
February 1, 1994. Rent of the expansion option premises would be at $16.00 per
rentable square foot. Space would be delivered in as-is condition.
Tenant Improvements on 4,026 sq. ft.: Should Security Dynamics exercise its
------------------------------------
option to expand into the 4,026 rentable square feet, Landlord will contribute
$10,000 toward the reconstruction costs.
<PAGE>
In all other respects, the terms and provisions of the lease are hereby ratified
and confirmed.
Executed as a sealed instrument as of the 21 day of September, 1993.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
Trustee as aforesaid and not individually, ( By: /s/ David R. Vickery
---------------------------
nor on behalf of the beneficiaries ( David R. Vickery, Trustee
individually (
( By: /s/ David L. Wightman
---------------------------
David L. Wightman, Trustee
TENANT: SECURITY DYNAMICS, INC.
By: /s/ Charles R. Stuckey Jr.
---------------------------
President
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 3
Reference is made to the lease dated March 13, 1989 as amended by Amendment No.
1 dated January 27, 1992 and Amendment No. 2 dated September 21, 1993
("Lease") by and between David L. Wightman and David R. Vickery, Trustees of
------
One Alewife Center Realty Trust under Declaration of Trust dated as of November
5, 1987, recorded with Middlesex South District Registry of Deeds at Book 18671,
Page 237, and filed with Middlesex South Registry of the Land Court as Document
No. 763134 as Lessor ("Landlord") and Security Dynamics, Inc., a Massachusetts
--------
corporation with a place of business at One Alewife Center, Cambridge,
Massachusetts 02140 ("Tenant"). Terms defined in or by reference in the Lease
------
not otherwise defined herein shall have the same meanings herein as therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises on the terms hereinafter set forth. For good and valuable
consideration, the receipt and legal sufficiency of which is hereby agree to
amend the lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the
following additional definitions thereto:
Expansion Premises: 4026 square feet Rentable Area of the 3/rd/
floor of the building.
This section is further amended by deleting therefrom the definitions of
the term "Premises" and "Terms," "Basic Rent," "Tax Base," "Operating Base"
and "Tenant's Share" and substituting therefore respectively the following:
Premises: Effective as of the execution of this lease amendment
4026 rentable square feet of adjacent space will be added to the
existing premises which will then comprise a total of 14,173
rentable square feet.
Term: Approx 3 years and 7 months. Tenant shall take occupancy of
the premises on September 1, 1994.
Rent: Based on the following schedule:
$16 per sq. ft. Period 9/1/94 through 3/12/95
$17 per sq. ft. Period 3/13/95 through 3/12/96
<PAGE>
$17 per sq. ft. Period 3/13/96 through 3/12/97
$18 per sq. ft. Period 3/13/97 through 3/12/98
Notwithstanding anything herein to the contrary the rent commencement
date on the expansion space will commence September 1, 1994.
Escalation Bases: The tax and operating base will be $8.00 per
square foot based on calendar year 1992 actuals.
Tenant's Share: 15.84%
Tenant Improvements: Landlord will contribute a total of $10,000
toward the reconstruction of Security Dynamics' Premises. The
$10,000 contribution will be given as free rent on the expansion
space for the premises. As provided for by the free rent period of
September 1, 1994 thru October 27, 1994.
Parking Area: Section 5.02 of the lease as Amended by the
Amendment No. 2 is further amended by deleting after the words "for
a total" the figure "50" and by inserting in it's place the figure
"71."
In all other respects, the terms and provisions of the Lease are hereby ratified
and confirmed.
Executed as a sealed instrument as of the _____ day of _____________, 199__.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
By: /s/ David R. Vickery
---------------------------
David R. Vickery, Trustee
By: /s/ David L. Wightman
---------------------------
David L. Wightman, Trustee
TENANT: SECURITY DYNAMICS, INC.
By: /s/ Linda E. Saris
---------------------------
President
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 4
Reference is made to the lease dated March 13, 1989, as amended by Amendment
No. 1 dated January 27, 1992, Amendment No. 2 dated September 21, 1993 and
Amendment No. 3 dated September 1, 1994 ("Lease") by and between David L.
-----
Wightman and David R. Vickery, Trustees of One Alewife Center Realty Trust under
Declaration of Trust dated as of November 5, 1987, recorded with Middlesex South
District Registry of Deeds at Book 18671, Page 237, and filed with Middlesex
South Registry of the Land Court as Document No. 763134 as Lessor ("Landlord")
--------
and Security Dynamics, Inc., a Massachusetts corporation with a place of
business at One Alewife Center, Cambridge, Massachusetts 02140 ("Tenant"). Terms
------
defined in or by reference in the Lease not otherwise defined herein shall have
the same meanings herein as therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises on the terms hereinafter set forth. For good and valuable
consideration, the receipt and legal sufficiency of which is hereby agree to
amend the lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the
following additional definitions thereto:
Expansion Premises: 10,132 square feet of Rentable Area of the
3/rd/ floor of the building.
This section is further amended by deleting therefore the definitions
of the term "Premises," "Initial Term," "Basic Rent," "Tax Base,"
"Operating Expense Base" and "Tenant's Share" and substituting
therefore respectively the following:
Premises: Effective as of the execution of this lease amendment
10,132 rentable square feet of adjacent space will be added to the
existing premises (the Expansion Space) which will then comprise a
total of 24,305 square feet of rentable area.
Initial Term: Approx 3 years, 4 months and 13 days, (expiring on
March 13, 1998). Tenant shall take occupancy of the Expansion
Premises on December 1, 1995. Basic rent payments shall commence on
January 1, 1995.
Basic rent: $14.00 per S.F. Rentable Area per year for the Initial
Term.
<PAGE>
Escalation Bases: The tax and operating base will be $8.30 per
square foot for the Expansion Premises based on Landlords statement
for calendar year 1994 actual expenses.
Tenant's Share: 27.16%
Parking Area: Section 5.02 of the lease as Amended by the Amendment
No. 3 is further amended by deleting after the words "for a total"
the figure "71" and by inserting in it's place the figure "99."
Tenant Improvements: Landlord shall provide a Tenant Improvement
Allowance in the amount of $10,132 for the reconstruction of the
Premises upon the Rent Commencement Date of January 1, 1995.
Landlord shall further provide a Tenant Improvement Allowance in
the amount of $10,132 for reconstruction on the expansion space
upon the day six months after the Rent Commencement Date.
Expansion Options: Section 25.01 of the Lease is deleted in its
entirety.
Computation of Basic Rent for Expansion Premises: Section 4.03 of
the Lease shall be deleted in its entirety.
In all other respects, the terms and provisions of the Lease are hereby ratified
and confirmed.
Executed as a sealed instrument as of the _____ day of _____________, 199__.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
By: ___________________________
David R. Vickery, Trustee
By: ___________________________
David L. Wightman, Trustee
TENANT: SECURITY DYNAMICS, INC.
By: /s/ Charles R. Stuckey
---------------------------
/s/ Linda E. Saris
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 5
Reference is made to the Lease dated March 13, 1989, as amended by Amendment No.
1 dated January 27, 1992, Amendment No. 2 dated September 21, 1993, Amendment
No. 3 dated September 1, 1994 and Amendment No. 4 dated January 13, 1995 (the
"Lease") by and between David L. Wightman and David R. Vickery, Trustees of One
-----
Alewife Center Realty Trust under Declaration of Trust dated as of November 5,
1987, recorded with Middlesex South Registry of Deeds at Book 18671, Page 237,
and filed with Middlesex South Registry of The Land Court as Document No. 763134
as Lessor (the "Landlord") and Security Dynamics, Inc., a Massachusetts
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corporation with a place of business at One Alewife Center, Cambridge,
Massachusetts 02140 (the "Tenant"). Terms defined in or by reference in the
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Lease not otherwise defined herein shall have the same meanings herein as
therein.
Landlord and Tenant desire to amend the Lease so as to increase the Rentable
Area of the Premises on the terms hereinafter set forth. For good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. Article 1, Section 1.01, Reference Data, is hereby amended by adding the
following additional definitions thereto:
Expansion Premises: 8,854 square feet of Rentable Area (the "New Space")
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on the fourth floor of the Building.
Initial Term for the New Space: Approximately 2 years, 4 months and 13
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days, and terminating on March 31, 1998. Tenant shall take occupancy of
the New Space on November 1, 1995.
Basic Rent for the New Space: $14.00 per rentable square foot for the
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period of November 1, 1995 through March 12, 1997; Landlord and Tenant
further agree that Basic Rent for the New Space shall increase to $18.00
per rentable square foot for the period of March 13, 1997 through March 13,
1998.
The rent commencement date for the New Space shall be November 1, 1995.
Escalation Bases: The tax and operating base will be $8.17 per rentable
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square foot for the New Space and is included in the Basic Rent.
<PAGE>
2. Article 1, Section 1.01, Reference Data, is further amended by deleting
therefore the definitions of the terms "Premises" and "Tenant's Share" and
substituting therefore respectively the following:
Premises: Effective as of November 1, 1995, 8,854 rentable square feet on
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the fourth floor will be added to the existing Premises of 24,305 rentable
square feet on the third floor for a total of 33,159 rentable square feet.
Tenant's Share: 37.05%.
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3. Section 5.02 of the Lease, Parking Area, as amended by Amendment No. 4 is
hereby further amended by deleting after the words "for a total" the figure "99"
and by inserting in its place the figure "166."
4. Landlord and Tenant further agree that in regard to the New Space, Basic
Rent shall be abated by Four Thousand Dollars and 00/100 ($4,000.00) for the
first month of the Initial Term (November, 1995).
5. In regard to Amendment No. 4 dated January 13, 1995, Landlord and Tenant
agree that for the purpose of clarification, Basic Rent of $14.00 per square
foot of rentable area and Escalation Bases of $8.30 per square foot apply to
Tenant's expansion thereunder of 10,132 rentable square feet, and the financial
terms applicable to Tenant's original 14,173 rentable square feet remain in full
force and effect and are not so amended. In addition, the Initial Term as so
described in Amendment No. 4 applies to Tenant's 10,132 rentable square feet,
and the occupancy date of the 10,132 rentable square feet is amended by deleting
the date "December 1, 1995" and by inserting in its place the date "December 1,
1994."
In all other respects, the terms and provisions of the Lease are hereby ratified
and confirmed.
<PAGE>
Executed as a sealed instrument as of the 27/th/ day of November, 1995.
LANDLORD: ONE ALEWIFE CENTER REALTY TRUST
BY: /s/ David R. Vickery
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David R. Vickery, Trustee
BY: /s/ David L. Wightman
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David L. Wightman, Trustee
TENANT: SECURITY DYNAMICS, INC.
BY: /s/ Linda E. Saris
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<PAGE>
ALEWIFE CENTER
Approximately 8,854 RSF cross-hatched for locational purposes only.
[GRAPHIC OF FOURTH FLOOR PLAN]
<PAGE>
ONE ALEWIFE CENTER
OFFICE LEASE
SECURITY DYNAMICS, INC.
AMENDMENT NO. 6
Reference is made to the Lease dated March 13, 1989, as amended by Amendment No.
1 dated January 27, 1992, Amendment No. 2 dated September 21, 1993, Amendment
No. 3 dated September 1, 1994, Amendment No. 4 dated January 13, 1995 and
Amendment No. 5 dated November 27, 1995 (the "Lease") by and between David L.
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Wightman and David R. Vickery, Trustees of One Alewife Center Realty Trust under
Declaration of Trust dated as of November 5, 1987, recorded with Middlesex South
Registry of Deeds at Book 18671, Page 237, and filed with Middlesex South
Registry of The Land Court as Document No. 763134 as Lessor (the "Landlord") and
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Security Dynamics, Inc., a Massachusetts corporation with a place of business at
One Alewife Center, Cambridge, Massachusetts 02140 (the "Tenant"). Terms defined
------
in or by reference in the Lease not otherwise defined herein shall have the same
meanings herein as therein.
Landlord and Tenant desire to amend the Lease so as to decrease the Rentable
Area of the Premises on the terms hereinafter set forth. For good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, Landlord and Tenant hereby agree to amend the Lease as follows:
1. Article 1, Section 1.01, Reference Data, is amended by adding the following
definition, thereto:
Commencement Date: Landlord and Tenant agree that the Commencement Date of
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Amendment No. 6 shall be no earlier than August 1, 1996 and no later than
August 15, 1996. Furthermore, Landlord and Tenant agree to execute a
Commencement Date Agreement to determine the actual Commencement Date.
This section is further amended by deleting therefore the definitions of
the terms "Premises" and "Tenant's Share" and substituting therefore
respectively the following:
Premises: Effective as of the Commencement Date, 8,854 rentable square
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feet on the fourth floor will be deleted from the existing Premises of
33,159 rentable square feet for a total of 24,305 rentable square feet
located on the third floor.
Tenant's Share: Effective as of the Commencement Date, Tenant's Share
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shall be 27.16%.