Massachusetts-Waltham-950 Winter Street Sublease - Deutsche Financial Services Corp. and Lionbridge Technologies Inc.
TABLE OF CONTENTS
1. SUBLEASE/UNDERLYING LEASE .......................................... 1
1.1 Sublease Intended ............................................ 1
1.2 Effective Date ............................................... 1
2. DEMISEMENT ......................................................... 2
3. TERM OF SUBLEASE ................................................... 2
4. BASIC RENTAL/SECURITY DEPOSIT ...................................... 2
4.1 Amount ....................................................... 2
4.2 Electricity .................................................. 2
4.3. Contemporaneous Basic Rental and Electrical Charge Payment ... 2
4.4 Security Deposit ............................................. 2
5. ADDITIONAL RENTAL AND TAXES ........................................ 3
5.1 Amount ....................................................... 3
5.2 Taxes ........................................................ 3
6. COMPLIANCE WITH TERMS OF UNDERLYING LEASE .......................... 3
6.1 Subject to Underlying Lease .................................. 3
6.2 Breach by Sublessee .......................................... 4
6.3 Breach by Landlord ........................................... 4
6.4 Consent ...................................................... 4
7. USE OF SUB-PREMISES ................................................ 4
8. INSURANCE/ACCIDENTAL DAMAGE OR INJURY .............................. 5
9. DAMAGE OR DESTRUCTION .............................................. 5
10. REPAIRS ............................................................ 5
11. ALTERATIONS, ADDITIONS, OR IMPROVEMENTS ............................ 5
12. LIENS .............................................................. 5
13. ACCESS TO PREMISES ................................................. 6
14. ADVERTISEMENTS ..................................................... 6
15. SALES, ASSIGNMENTS, AND SUBLEASES .................................. 6
15.1 Assignment or Subletting ..................................... 6
15.2. No Assignment by Operation of Law ............................ 6
15.3 Default ...................................................... 6
16. QUIET ENJOYMENT .................................................... 6
17. EMINENT DOMAIN ..................................................... 6
18. NO RENEWAL, FIRST REFUSAL OR EXPANSION OPTION ...................... 6
19. DEFAULT BY SUBLESSOR ............................................... 7
20. DEFAULT BY SUBLESSEE ............................................... 7
20.1 Right to Terminate ........................................... 7
20.2. Rental Liability Not Extinguished ............................ 7
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20.3 Deficiency Payment ........................................... 7
21. INSOLVENCY OR BANKRUPTCY ........................................... 7
22. TERMINATION AND SURRENDER .......................................... 7
22.1 Notice ....................................................... 7
22.2 Keys ......................................................... 8
22.3 Acceptance by Sublessor ...................................... 8
23. REMOVAL OF PERSONAL PROPERTY ....................................... 8
23.1 Right ........................................................ 8
23.2. Repairs ...................................................... 8
23.3 Early Termination of Possession .............................. 8
24. HOLDING OVER ....................................................... 8
24.1 Month-to-Month ............................................... 8
24.2 Rental Rate .................................................. 8
25. WARRANTIES REPRESENTATIONS AND COVENANTS ........................... 8
25.1 By Sublessor ................................................. 9
25.2 By Sublessee ................................................. 10
26. MISCELLANEOUS ...................................................... 10
26.1 Interest of Successors ....................................... 10
26.2 Notices ...................................................... 10
26.3. Expenses, Costs of Litigation ................................ 11
26.4. Jurisdiction and Venue ....................................... 11
26.5. Governing Law ................................................ 11
26.6. Paragraph Headings ........................................... 11
26.7. Counterparts ................................................. 11
26.8. Waiver of Breach ............................................. 11
26.9 Financial Statements ......................................... 11
27. DEFINITIONS ........................................................ 12
27.1 Underlying Lease Definitions ................................. 12
27.2 Other ........................................................ 12
EXHIBIT A ................................................................... 15
EXHIBIT B ................................................................... 16
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SUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (this "Agreement") is made as of the date last
below written, by and between DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada
corporation ("Sublessor") and LIONBRIDGE TECHNOLOGIES, INC., a Delaware
corporation ("Sublessee").
RECITALS: Under lease dated June 17, 1999 (the "Underlying Lease"), of
which Exhibit A is a copy, Sublessor has leased for its own use, from BAY COLONY
CORPORATE CENTER, LLC ("Landlord"), certain office space (the "Premises"),
containing, originally, 22,158 rentable square feet, in the building commonly
known as 950 Winter Street, Bay Colony Corporate Center, Waltham, Massachusetts
(the "Building"). Pursuant to Paragraph 51 of the Underlying Lease, that certain
office space (the "Sub-Premises") commonly known as Suite 2410, described in
Exhibit B attached hereto, containing approximately 7,879 rentable square feet,
is to be added to the Premises and become subject to the Underlying Lease upon
expiration or termination of Sublessee's lease with Landlord, which lease
expires August 31, 2002. Sublessor currently has no use for, and Sublessee
desires to continue to use and occupy, the Sub-Premises. To that end, the
parties desire to enter into a sublease agreement, with respect to the
Sub-Premises, defining all rights, duties, and liabilities of the parties
hereto. A glossary of defined terms is set forth at Section 27 of this Agreement
and reference is made thereto for definition of capitalized terms used herein
and not elsewhere defined.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. SUBLEASE/UNDERLYING LEASE.
1.1 Sublease Intended. This Agreement is entered into to create a sublease
under the Underlying Lease. Sublessee hereby acknowledges receipt and
its review of the Underlying Lease. Notwithstanding anything to the
contrary provided in this Agreement, any termination of the Underlying
Lease will cause this Agreement (and all tenancies created hereby) to
be terminated as of the same time and date that the Underlying Lease
is terminated.
1.2 Effective Date. This Agreement shall not be effective unless and until
Sublessor shall have received the written consent of the Landlord, in
form and content satisfactory to Sublessor; provided however, that if
such consent is not received on or before August 30, 2002 Sublessee
may terminate this Agreement upon ten (10) days prior written notice
(which notice shall be ineffective if such consent shall be received
or waived by Sublessor at any time during such period). Upon such
termination, Sublessor shall refund to Sublessee, without interest,
all advance Basic Rental, the Electrical Charge and Additional Rental
paid pursuant to Sections 4.2, 4.3, and 5.2 and the Security Deposit
provided pursuant to Section 4.4
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2. DEMISEMENT.
On the Commencement Date, Sublessor shall demise to Sublessee, for the
Term, the entire Sub-Premises, including all parking spaces to which
Sublessor may be entitled, with respect to the Sub-Premises, under the
Underlying Lease. Sublessor shall deliver the Sub-Premises to Sublessee AS
IS, WHERE IS and WITH ALL FAULTS (WHETHER APPARENT OR LATENT).
3. TERM OF SUBLEASE.
The term of the sublease provided by this Agreement shall begin on
September 1, 2002 (the "Commencement Date"), and shall continue through and
including August 31, 2006.
4. BASIC RENTAL/SECURITY DEPOSIT.
4.1 Amount. During each Lease Year of the Term, Sublessee shall pay to
Sublessor, monthly, the following sums ("Basic Rental"):
Lease Year Monthly Basic Rental
---------- --------------------
1 $14,444.83
2 14,773.13
3 15,101.42
4 15,429.71
All payments of Basic Rental shall be due on the first day of each
month, in advance, except as otherwise provided at Section 4.3 hereof.
Any partial month during the Term shall be prorated to the number of
actual calendar days during such partial month.
4.2 Electricity. In addition to the Basic Rental, as compensation for
electrical service provided to the Sub-Premises and billed to
Sublessor, Sublessee shall pay to Sublessor the following amount per
month (the "Electrical Charge"): $623.75. All payments of the
Electrical Charge accruing on and after the Rental Commencement Date
shall be due, in advance, on the due date for each payment of Basic
Rental hereunder, except as otherwise provided in Section 4.3 hereof.
Any partial month during the Term shall be prorated to the number of
actual calendar days during the partial month.
4.3 Contemporaneous Basic Rental and Electrical Charge Payment.
Contemporaneously with execution hereof, Sublessee shall pay to
Sublessor Basic Rental and the Electrical Charge for the first month
accruing on and after the Rental Commencement Date (i.e. a total of
$15,068.58).
4.4 Security Deposit. Contemporaneously with execution hereof, Sublessee
shall pay to Sublessor a security deposit (the "Security Deposit") in
the amount of Fourteen
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Thousand Four Hundred Forty-Four Dollars and 83/100 ($14,444.83) to be
held to guaranty the faithful performance by Sublessee of all of its
obligations under this Agreement. Any interest earned thereon shall be
the property of Sublessor. Unless and until Sublessee is in default
with respect to any provision hereof, the Security Deposit shall be
the property of Sublessee. If Sublessee defaults with respect to any
provision of this Agreement, Sublessor may expend the whole or any
part of the Security Deposit for the payment of any amount that
Sublessor may expend by reason of such default. If any portion or all
of the Security Deposit is so used, Sublessee shall, within ten (10)
days after demand therefore, deposit cash with Sublessor in an amount
sufficient to restore the Security Deposit to its original amount and
failure to do so shall be a breach of this Agreement. If Sublessee
shall not default under this Agreement, the Security Deposit shall be
returned to Sublessee at the end of the Term; provided that Sublessor
may retain the Security Deposit until such time as all amounts due
from Sublessee hereunder have been paid in full. In the event of a
transfer of Sublessor's rights under this Agreement, Sublessor may pay
over the Security Deposit to Sublessor's transferee to be held under
the terms of this Agreement and Sublessor shall be released from all
liability for the return of the Security Deposit. Under no
circumstances shall the Security Deposit be interpreted as being part
of the Basic or Additional Rental or as liquidated damages.
5. ADDITIONAL RENTAL AND TAXES.
5.1 Amount. In addition to the Basic Rental, Sublessee shall pay to
Sublessor an amount ("Additional Rental") equal to 26.23% of all
Additional Rent payable by Sublessor under the Underlying Lease
accruing (after the Rental Commencement Date) under the provisions of
Paragraph 1 of the Underlying Lease in excess of Additional Rent
payable for calendar lease year 2002. All payments of Additional
Rental shall be due on the first Basic Rental due date occurring after
the obligation therefore accrues under the Underlying Lease. Sublessor
shall reasonably cooperate with Sublessee to afford to Sublessee the
benefits of any inspection and audit rights (of Landlord's books and
records) that Sublessor shall have under the Underlying Lease. Any
partial month during such term shall be prorated to the number of
actual calendar days during such partial month.
5.2 Taxes. In addition to and at the same time as each payment of the
Basic Rental, Sublessee shall pay to Sublessor the amount of any rent,
excise, sales, or transaction privilege tax (excepting Landlord's
income tax) now or hereafter imposed by any taxing authority upon
Landlord or Sublessor with respect to Sublessor and Landlord's receipt
of the Basic Rental and any other amounts payable by Sublessee
pursuant to the terms of this Agreement.
6. COMPLIANCE WITH TERMS OF UNDERLYING LEASE.
6.1 Subject to Underlying Lease. This Agreement is subject and subordinate
to all of the terms, conditions, and provisions of the Underlying
Lease and all exhibits
<PAGE>
thereto, including without limitation the Building Rules and
Regulations referred to at Paragraph 19 and Exhibit B of the
Underlying Lease. Sublessee will not violate or permit the violation
of, and at its cost shall cause the Sub-Premises and Sublessee's
activities on or about the Sub-Premises to be in compliance with, the
Underlying Lease. Sublessee will cooperate with Sublessor and assist
Sublessor in complying with the terms of the Underlying Lease, as it
applies to the Sub-Premises and Sublessee's use of common areas. In
the event of a conflict between any term, condition or provision of
the Underlying Lease and this Agreement, the terms and provisions of
this Agreement shall control in all controversies arising between
Sublessor and Sublessee and the terms and provisions of the Underlying
Lease shall control in all controversies arising between Landlord and
Sublessor or Sublessee except as the parties may otherwise have agreed
in this Agreement.
6.2 Breach by Sublessee. If Sublessee or any agent, employee, officer, or
invitee of Sublessee takesor fails to take any action which action or
inaction results in the breach or violation of the Underlying Lease,
Sublessor shall be entitled to injunctive or such other appropriate
equitable relief as may be necessary to prevent any violation or
breach of the Underlying Lease by Sublessee or its agents employees,
officers or invitees, together with all of Sublessor's actual damages
occasioned thereby, it being agreed by the parties that any violation
or breach of the Underlying Lease would cause irreparable harm to
Sublessor.
6.3 Breach by Landlord. If any obligation of Sublessor under this
Agreement is to be performed by Landlord under the Underlying Lease
and Landlord fails to perform such obligation, Sublessor shall have no
liability to Sublessee hereunder as a result of such failure, except
that Sublessor agrees to use commercially reasonable efforts to cause
Landlord to perform such obligation. For example, and not by way of
limitation, if any service to be provided under this Agreement is to
be provided by Landlord under the Underlying Lease and Landlord fails
to provide such service, then Sublessor shall have no liability to
Sublessee for the failure to provide such service, but Sublessor shall
use commercially reasonable efforts to cause Landlord to provide such
service.
6.4 Consent. If any consent or approval is required to be obtained from
Sublessor under the provisions of this Agreement prior to the taking
of any action on the part of Sublessee, and the Underlying Lease
contains a comparable provision requiring the consent of the Landlord
before any such action may be taken, then any consent by Sublessor to
the taking of such proposed action by the Sublessee shall not be
effective until such time, if at all, that Landlord consents to the
taking of such action, provided that Sublessor shall promptly seek
such consent from Landlord.
7. USE OF SUB-PREMISES.
Sublessee shall use the Sub-Premises only for general office use and
activities incidental thereto, and for no other purpose. Sublessee shall
not use the Sub-Premises for any illegal,
<PAGE>
immoral, or ultra-hazardous activity, whether within or outside the scope
of the business of Sublessee, or any other use prohibited by the Underlying
Lease.
8. INSURANCE/ACCIDENTAL DAMAGE OR INJURY. Sublessee shall carry liability
insurance in the amount and with Companies as required by Paragraph 15 of
the Underlying Lease, with the exception that Sublessee shall maintain
commercial general liability insurance including contractual liability
coverage, with minimum coverages of $1,000,000 per occurrence with a
$2,000,000 general aggregate limit and that Sublessee's current insurer's
rating of "A" is acceptable to Sublessor, insuring Sublessee against any
claims covered thereby, as if Sublessee were Tenant thereunder. All such
policies of insurance shall name both Sublessor and Landlord as additional
insureds. Sublessee and Sublessor each hereby release and relieve the
other, and waive their entire right of recovery against the other for
direct or consequential loss or damage arising out of or incident to the
perils covered by property insurance carried by such party, whether due to
the negligence of Sublessee or Sublessor or their agents, employees,
contractors and/or invitees. If necessary, all property insurance policies
required under this Agreement shall be endorsed to so provide.
9. DAMAGE OR DESTRUCTION. The provisions of Paragraph 26 of the Underlying
Lease shall apply as if Sublessee were Tenant and Sublessor were Landlord
thereunder except that all rights or options granted any party therein
shall be exercised not less than ten (10) days prior to the date for
exercise thereof provided in the Underlying Lease.
10. REPAIRS. Subject to the obligations of Landlord under the Underlying Lease,
unless specified to the contrary in this Agreement, during the Term,
Sublessee shall maintain the Sub-Premises in good repair and condition
comparable to that on the Commencement Date, except for ordinary wear and
tear and damage by casualty.
11. ALTERATIONS, ADDITIONS, OR IMPROVEMENTS. Sublessee shall not make any
alteration, addition, improvement, utility installation or repair in, on or
about, or to the Sub-Premises or the Building without first obtaining the
written consent of Sublessor. All alterations, additions, permanent
improvements, utility installations and repairs that shall be made shall be
at the sole expense of Sublessee. Sublessee represents and warrants to and
covenants with Sublessor that all improvements heretofore installed on the
Sub-Premises, as well as any that may be installed from date hereof to the
Commencement Date, have been and will be installed with the express written
consent of Landlord. At expiration of the Term, unless otherwise indicated
in a notice by Sublessor delivered to Sublessee at the time of approval of
any alteration, addition or improvement, Sublessee shall at its sole cost
and expense: (a) remove (i) all such alterations, additions, permanent
improvements and utility installations installed after the Commencement
Date and (b) restore the Sub-Premises to their prior condition. If
Sublessor shall not require such removal and restoration, all of the same
shall become the property of Sublessor and shall remain on and be
surrendered with the Sub-Premises as a part thereof at the termination of
the Term without disturbance, molestation, or injury.
<PAGE>
12. LIENS. Sublessee shall at all times during the Term keep the Sub-Premises
free and clear of all liens arising out of any work performed, materials
furnished, or obligations incurred by Sublessee.
13. ACCESS TO PREMISES. Sublessee shall allow Landlord, Sublessor, and their
agents or employees access to the Sub-Premises in accordance with the
provisions of the Underlying Lease.
14. ADVERTISEMENTS. Sublessee shall place no signs or symbols in the windows or
doors of the Sub-Premises, or on any exterior part of the Building without
Landlord's prior written consent.
15. SALES, ASSIGNMENTS, AND SUBLEASES.
15.1 Assignment or Subletting. Except with Sublessor's prior written
consent (which consent shall not be unreasonably withheld or delayed),
Sublessee shall not assign this Agreement, or sell or sublet the
Sub-Premises, or any part thereof or any interest therein other than
to any wholly-owned subsidiary of Sublessee. If Sublessee shall
request Sublessor's consent to any assignment or subletting, Sublessee
shall pay a $500 processing fee; and, if Sublessor shall consent
thereto, Sublessee shall reimburse Sublessor for its direct out of
pocket costs associated with such assignment or subletting (including
reasonable attorney's fees and costs).
15.2. No Assignment by Operation of Law. Neither this Agreement nor any
rights hereunder shall be assigned by operation of law.
15.3 Default. Any act in violation of this Section 15 shall be deemed a
default by Sublessee, entitling Sublessor (if Sublessor so elects) to
reenter pursuant to Section 20 hereof.
16. QUIET ENJOYMENT. If Sublessee performs the terms of this Agreement,
Sublessor will warrant and defend Sublessee in the enjoyment and peaceful
possession of the Sub-Premises during the term of this Agreement without
any interruption by Sublessor or any person rightfully claiming under
Sublessor. If any act or omission of Sublessor shall (or, with the passage
of time will) constitute an "Event of Default" under Paragraph 25 of the
Underlying Lease and that Event of Default will endanger Sublessee's
enjoyment and peaceable possession of the Sub-Premises, then, upon
reasonable notice to Sublessor, Sublessee may take any reasonable action to
prevent or cure such Event of Default.
17. EMINENT DOMAIN. In the event that the Sub-Premises or any part of the
Sub-Premises shall be taken under an eminent domain proceeding or sold to
the condemning authority to prevent taking, the provisions of Paragraph 22
of the Underlying Lease shall apply in all respects as if Sublessee were
Tenant and Sublessor were Landlord thereunder.
18. NO RENEWAL, FIRST REFUSAL OR EXPANSION OPTION. Sublessee shall have no
right to exercise any option that Sublessor may have to renew the
Underlying Lease, or
<PAGE>
any rights of first refusal or expansion that may be granted to Sublessor
under the Underlying Lease.
19. DEFAULT BY SUBLESSOR. If Sublessor shall fail or neglect to perform under
any material obligation to be performed by it under this Agreement,
Sublessee may terminate this Agreement upon not less than thirty (30) days
prior written notice to Sublessor unless Sublessor has promptly undertaken
cure of such default during such period, is continuously pursuing such cure
and such default shall be curable within a reasonable time after expiration
of such thirty (30) day period.
20. DEFAULT BY SUBLESSEE.
20.1 Right to Terminate. If (a) any rents reserved or other sum payable by
Sublessee hereunder, or any part thereof, shall be unpaid when they
shall become due and remain so five (5) days after written notice
thereof from Sublessor to Sublessee; or (b) Sublessee violates or
defaults in any of the obligations under this Agreement and the same
remains uncured ten (10) days after written notice thereof from
Sublessor to Sublessee, then, in either such event, Sublessor may
terminate this Agreement and reenter the Sub-Premises unless, solely
upon occurrence of an event described at (b) above, Sublessee has both
promptly undertaken and is diligently and continuously pursuing cure
of such default and such default shall be curable within a reasonable
time after expiration of such ten (10) day period, but not to exceed
thirty (30) days.
20.2. Rental Liability Not Extinguished. In spite of any reentry pursuant
to Section 20.1 hereof, the liability of Sublessee for the rent shall
not be extinguished for the balance of the term of this Agreement, and
Sublessee shall pay to Sublessor any deficiency arising from a reentry
and reletting of the Sub-Premises at a reduced rental, including all
reasonable out of pocket costs of re-entry and re-letting and any late
charges or interest imposed by Landlord resulting from Sublessee's
default. Notwithstanding the foregoing, to the extent required by
applicable law, Sublessor shall remain obligated to use all reasonable
efforts to mitigate such damages by attempting to relet the
Sub-premises.
20.3 Deficiency Payment. Sublessee shall pay any deficiency on the first
day of the month immediately following the month in which the amount
of such deficiency is ascertained by Sublessor.
21. INSOLVENCY OR BANKRUPTCY. If either Sublessee becomes insolvent,
voluntarily bankrupt, if an involuntary bankruptcy petition shall be filed
against Sublessee which remains undismissed for sixty (60) days thereafter,
or if a receiver, assignee, or other liquidating officer is appointed for
Sublessee or any of Sublessee's assets, then Sublessor may terminate this
Agreement at the sole option of Sublessor.
<PAGE>
22. TERMINATION AND SURRENDER.
22.1 Notice. Sublessee shall surrender the demised Sub-Premises: (i) in the
event of a default by Sublessee, after the notice provided at Section
20.1 hereof; (ii) in the event that this Agreement shall be terminated
under Section 21 hereof, upon the effective date of such termination;
and (iii) in any other event, on the last day of the Term.
22.2 Keys. Sublessee shall, at the expiration of the Term, surrender to
Sublessor all keys to the Sub-Premises.
22.3 Acceptance by Sublessor. If Sublessee shall surrender the Sub-Premises
at the election of Sublessee, the liability for all duties and
obligations required of Sublessee under this Agreement shall continue
until such surrender shall have been accepted by Sublessor in writing.
23. REMOVAL OF PERSONAL PROPERTY.
23.1 Right. Sublessee shall have the right to remove without Sublessor's
consent all personal property, trade fixtures, and office equipment
installed by Sublessee and not attached to the Sub-Premises, provided
that those items can be removed without serious damage to the Building
or the Sub-Premises. Sublessee shall have the right to remove any of
the foregoing described property which is attached to the Sub-Premises
(under the same restrictions regarding damage) without the Sublessor's
consent only if Sublessor shall have consented to such removal at the
time the same was installed.
23.2. Repairs. Any and all holes or damages to the Building or the
Sub-Premises caused by removal of any items removable pursuant to
Section 23.1 shall be promptly restored or repaired by Sublessee, at
its sole expense.
23.3 Early Termination of Possession. If Sublessor reenters or retakes
possession of the Sub-Premises prior to expiration of the term
provided in this Agreement, Sublessor shall have the right, but not
the obligation, to remove from the Sub-Premises all personal property
located therein belonging to Sublessee, and may place such property in
storage in a public warehouse at the sole expense and risk of
Sublessee.
24. HOLDING OVER.
24.1 Month-to-Month. Any holding over at the expiration of the Term with
the consent of Sublessor shall be on a month-to-month basis, which
tenancy may thereafter be terminated as provided by the laws of the
state in which the Sub-Premises are located.
24.2 Rental Rate. During any holdover tenancy, Sublessee shall both: (i)
pay rental at the rate payable by Sublessor in the case of holdover
tenancy under the Underlying Lease; and (ii) shall be bound by all the
terms and conditions of this Agreement.
<PAGE>
25. WARRANTIES REPRESENTATIONS AND COVENANTS.
25.1 By Sublessor. Sublessor represents, warrants and/or covenants with the
Sublessee as follows, which said warranties, representations and/or
covenants are a material inducement for the Sublessee to enter into
this Agreement:
(a) The Underlying Lease is in full force and effect as of the Effective
Date, the Sublessor has performed fully all of its material duties and
obligations arising under the Underlying Lease as of the Effective
Date and Sublessor has no actual knowledge of any material breach
thereof by Landlord;
(b) There are no pending claims that the Landlord has asserted against the
Sublessor, nor, to the best of Sublessor's knowledge, which have been
threatened by the Landlord, arising under the Underlying Lease or the
Sublessor's performance of its obligations thereunder;
(c) Sublessor shall forward to Sublessee, immediately upon receipt, any
notices that it may receive from the Landlord or any third party with
regard to the Sub-Premises or the Underlying Lease.
(d) To Sublessor's knowledge, the Sub-Premises are, and on the
Commencement Date shall be, in compliance with all applicable laws,
including, without limitation the Americans With Disabilities Act. As
used in this Subsection (d) "knowledge" shall mean the actual
knowledge of Sublessor's Senior Vice President of Corporate Real
Estate without investigation or inquiry.
(e) Sublessor has and will during the term of this Sublease Agreement
retain all necessary legal and corporate right, interest, title,
power, and authority to enter into and perform all of its obligations
and to grant all of the rights Sublessor granted in this Sublease
Agreement.
(f) This Agreement is enforceable against Sublessor in accordance with its
terms (except to the extent that such enforcements may be subject to
applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws of general application and except to the extent that the
availability of equitable remedies including specific performance and
injunctive relief may be subject to equitable defenses and the
discretion of the court before which any proceeding therefore may be
brought), and it has not and will not commit any act or enter into any
agreement or understanding or assume any obligation with any party
which is inconsistent or in conflict with or will present a conflict
of interest with, this Agreement, any rights granted by Sublessor, or
any of Sublessor's obligations hereunder.
(g) Except with Sublessor's prior written consent, Sublessor shall not
hereafter amend or modify the Underlying Lease in any manner that
would materially and adversely affect Sublessee's tenancy contemplated
by this Agreement.
<PAGE>
25.2 By Sublessee. Sublessee represents, warrants and/or covenants with the
Sublessor as follows, which said warranties, representations and/or
covenants are a material inducement for the Sublessor to enter into
this Agreement:
(a) Sublessee has and will during the term of this Sublease Agreement
retain all necessary legal and corporate right, interest, title,
power, and authority to enter into and perform all of its obligations
and to grant all of the rights Sublessee granted in this Sublease
Agreement,
(b) This Agreement is enforceable against Sublessee in accordance with its
terms (except to the extent that such enforcements may be subject to
applicable bankruptcy, reorganization, insolvency, moratorium or
similar laws of general application and except to the extent that the
availability of equitable remedies including specific performance and
injunctive relief may be subject to equitable defenses and the
discretion of the court before which any proceeding therefore may be
brought), and it has not and will not commit any act or enter into any
agreement or understanding or assume any obligation with any party
which is inconsistent or in conflict with or will present a conflict
of interest with, this Agreement, any rights granted by Sublessee, or
any of its obligations hereunder.
26. MISCELLANEOUS.
26.1 Interest of Successors. The covenants and agreements of this Agreement
shall be binding on the successors and assigns of Sublessor and on the
successors and permitted assigns of Sublessee.
26.2 Notices. Any notice, request, demand, waiver, consent, approval or
other communication which is required or permitted hereunder shall be
in writing and shall be deemed given:
If to Lessee, to:
Deutsche Financial Services Corporation
655 Maryville Centre Drive
St. Louis, Missouri 63141
Attention: Director of Corporate Real Estate
Telecopy: (314) 523-3785
If to Sublessee, to:
Lionbridge Technologies, Inc.
950 Winter Street
Suite 2410
Waltham, MA 02451
Attention: Kevin Bothwell
Telecopy: (781) 434-6974
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or such other address or telecopy number as such parties may hereafter
specify by notice to the other party. Each such notice, request or
other communication shall be effective (i) if given by telecopy, when
such telecopy is transmitted to the telecopy number specified in this
Section 26.2 and the appropriate acknowledgment of receipt of such
telecopy is received, or (ii) if given by any other means, when
delivered at the address specified in this Section 26.2. Failure or
delay in delivering copies of any notice, request, demand, waiver,
consent, approval or other communication to persons designated above
to receive copies shall in no way adversely affect the effectiveness
thereof.
26.3. Expenses, Costs of Litigation. The parties agree that each of them
will be responsible for and bear all of its own costs and expenses in
connection with this Sublease, including, without limitation, all
attorneys, accountants, or other professional fees incurred by it. The
parties agree that no broker or finder is or will be due any fee or
other compensation in connection with the Sublease, except the fees
payable to Equis, whose fee will be paid by Sublessor. If any legal
action is instituted to enforce this Agreement, or any part of this
Agreement, the prevailing party shall be entitled to recover
reasonable attorney fees and court costs from the other party.
26.4. Jurisdiction and Venue. The parties agree that any judicial action
with respect to this Agreement shall be brought in a state or federal
court located in the state where the Sub-Premises are located, (ii)
consent to jurisdiction of such courts; and (iii) agree that the state
in which the Sub-Premises are located shall be the sole and exclusive
venue for any such judicial action, thereby waiving any and all
objections to such venue.
26.5. Governing Law. It is agreed that this Agreement shall be governed by,
construed, and enforced in accordance with the internal laws of the
State in which the Sub-Premises are located.
26.6. Paragraph Headings. The titles to the sections of this Agreement are
solely for the convenience of the parties and shall not be used to
explain, modify, simplify, or aid in the interpretation of the
provisions of this sublease Agreement.
26.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute but one and the same instrument.
26.8. Waiver of Breach. The waiver of any of the provisions of this
Agreement by any party shall be limited to the particular instance
involved and shall not be deemed to waive any other rights of the same
or any other terms of this Agreement.
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26.9 Financial Statements. Within ninety (90) days after the end of each of
Sublessor's fiscal years, Sublessee shall provide to Sublessor a
reasonably detailed balance sheet as of the end of, and reasonably
detailed profit and loss statement covering Sublessee's operation for,
such fiscal year certified by an independent certified public
accountant reasonably satisfactory to Sublessor.
27. DEFINITIONS.
27.1 Underlying Lease Definitions. As used in this Agreement, capitalized
terms which are not defined herein but are defined in the Underlying
Lease shall have the same respective meanings as in the Underlying
Lease.
27.2 Other. As used in this Agreement, the following terms shall have the
following respective meanings:
"Additional Rental" shall have the meaning provided in Section 5.1.
"Approved Improvements" shall have the meaning provided in Section 11.
"Basic Rental" shall have the meaning provided in Section 4.1.
"Building" shall have the meaning provided in the introductory
paragraph of this Agreement.
"Commencement Date" shall have the meaning provided in Section 3.
"Furnishings" shall have the meaning provided in Section 2.2.
"Lease Year" a twelve (12) month period commencing September 1 and
ending upon the following August 31.
"Security Deposit" shall have the meaning provided in Section 4.3.
"Sub-Premises" shall have the meaning provided in the introductory
paragraph of this Agreement.
"Term" shall mean the term provided at Section 3, including any
extension or renewal thereof.
"Underlying Lease" shall have the meaning provided in the introductory
paragraph of this Agreement.
IN WITNESS WHEREOF, each party to this Agreement has caused the same to be
executed as of July 18, 2002.
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SUBLESSOR: SUBLESSEE:
DEUTSCHE FINANCIAL SERVICES LIONBRIDGE TECHNOLOGIES, INC.
CORPORATION
By: /s/ Betsey Shubert By: /s/ Stephen J. Lifshatz
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Name: Betsey Shubert Name: Stephen J. Lifshatz
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Title: Director, Corporate Real Estate Title: Senior Vice President
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EXHIBIT A
UNDERLYING LEASE
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EXHIBIT B
THE SUB-PREMISES
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