Common use of Failure to Select Broker or Failure of Broker to Serve Clause in Contracts

Failure to Select Broker or Failure of Broker to Serve. If Tenant shall have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor above, then Tenant's Broker shall request the Greater Boston Real Estate Board to designate Landlord's Broker. If Tenant's and Landlord's Brokers have been designated but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the Third Broker willing so to act, the Tenant, the Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the Third Broker willing so to act. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, such vacancy may be filled by the said Greater Boston Real Estate Board, Inc. Any broker appointed by the Greater Boston Real Estate Board, Inc., pursuant to the provisions hereof shall, for all purposes, have the same standing and powers as though he had been originally appointed by the party originally designated to make such appointment by the terms hereof. EXHIBIT H FORM OF LETTER OF CREDIT BENEFICIARY: ISSUANCE DATE: _____________________________________ ______________ 200___ _____________________________________ IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ USD: _______________________ LADIES AND GENTLEMEN: We hereby establish our irrevocable letter of credit in your favor for account of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) available by your draft(s) drawn on ourselves at sight accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to the Lease (the "Lease") dated _______________ by and between ______________, as Landlord, and ____________________, as Tenant, together with the original copy of this Letter of Credit and any amendments thereto which have been accepted by you. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, from time to time. This Letter of Credit is transferable at any time and from time to time without cost to Beneficiary. Except as otherwise expressly stated herein, this Letter of Credit is subject to the "Uniform Customs and practice for Documentary Credits, International Chamber of Commerce, Publication No. 500 (1993 Revision)." This Letter of Credit shall expire at our office on _______ ____, 200_ (the "Stated Expiration Date"). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year period s from such Stated Expiration Date, unless at least forty-five (45) days prior to such Stated Expiration Date ) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. EXHIBIT K LEASE AUDIT CONFIDENTIALITY AGREEMENT _______________ ___, 20___ RE: LEASE DATED ______ (THE "LEASE") BETWEEN ___________ ("LANDLORD") AND ________ ("TENANT") RESPECTING CERTAIN PREMISES LOCATED AT _________ (THE "PROPERTY") AS MORE PARTICULARLY DESCRIBED IN THE LEASE. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses for the Property for calendar years ________ and/or ______ real estate taxes for fiscal years _______. Landlord is willing to allow you to review such books and records subject to and in consideration of the terms and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be hereinafter referred to as the "Evaluation Material." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including Boston Properties, Inc. and its principals and affiliates), and their respective officers, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.'s affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof.

Failure to Select Broker or Failure of Broker to Serve. If Tenant shall ------------------------------------------------------ have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor above, then Tenant's Broker shall request alone make the Greater Boston Real Estate Board determination of Prevailing Market Rent in writing to Landlord and Tenant within thirty (30) days after the expiration of Xxxxxxxx's right to designate Landlord's Brokera broker hereunder. If Tenant's Tenant and Landlord's Brokers Landlord have been both designated brokers but the two brokers so designated do not, within a period of fifteen ten (1510) days after the appointment of the second broker, agree upon and designate the Third Broker willing so to act, the Tenant, the Landlord or either broker previously designated may within ten (10) days after the expiration of said ten (10) day period request the Greater Boston Real Estate Board, Inc. (herein called the "Real Estate Board") to designate the Third Broker willing so to actact and a broker so appointed shall, for all purposes, have the same standing and powers as though he had been timely appointed by the brokers first appointed. Such broker shall be appointed within ten (10) days after the Board's receipt of such a report. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the said Greater Boston Real Estate Board, Inc.Estate, as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application (made within five (5) days after the event necessitating such application) of any broker who continues to act or by the Landlord or Tenant, Tenant such vacancy may be filled by the said Greater Boston Real Estate Board, Inc. Any Board and any broker so appointed by the Greater Boston Real Estate Board, Inc., pursuant to the provisions hereof shall, for all purposes, fill such vacancy shall have the same standing and powers as though he had been originally appointed by provided such vacancy is filled within ten (10) days after such vacancy otherwise the party originally designated to make such appointment by the terms hereofforegoing provisions will apply. Exhibit 10.9 EXHIBIT H FORM OF LETTER OF CREDIT BENEFICIARY: ISSUANCE DATE: _______________________________--------- SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT THIS AGREEMENT is made as of this ______ ______________ 200___ _____________________________________ IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ USD: _______________________ LADIES AND GENTLEMEN: We hereby establish our irrevocable letter day of credit in your favor for account of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) available by your draft(s) drawn on ourselves at sight accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to the Lease (the "Lease") dated _______________ by and between ______________, 1996 by and among CONNECTICUT GENERAL LIFE INSURANCE COMPANY, a Connecticut corporation having its principal office and place of business at 000 Xxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000 ("Lender"), XXXXXXXX X. XXXXXXXXX and XXXXXX X. XXXXX as LandlordTrustees of 00 XXXXXXXX XXXXXX TRUST under Declaration of Trust dated September 28, and ____________________, as Tenant, together 1981 filed with the original copy of this Letter of Credit and any amendments thereto which have been accepted by you. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, from time to time. This Letter of Credit is transferable at any time and from time to time without cost to Beneficiary. Except Middlesex South Registry District as otherwise expressly stated herein, this Letter of Credit is subject to the "Uniform Customs and practice for Documentary Credits, International Chamber of Commerce, Publication Document No. 500 (1993 Revision)." This Letter of Credit shall expire at our office on _______ ____616455 as amended by instruments dated December 10, 200_ (the "Stated Expiration Date")1984 and April 17, 1991 respectively filed with said Registry District as Document Nos. It 675674 and 844541,but not individually, whose address is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year period s from such Stated Expiration Date, unless at least forty-five (45) days prior to such Stated Expiration Date ) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accounteec/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. EXHIBIT K LEASE AUDIT CONFIDENTIALITY AGREEMENT _______________ ___, 20___ RE: LEASE DATED ______ (THE "LEASE") BETWEEN ___________ ("LANDLORD") AND ________ ("TENANT") RESPECTING CERTAIN PREMISES LOCATED AT _________ (THE "PROPERTY") AS MORE PARTICULARLY DESCRIBED IN THE LEASE. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses for the Property for calendar years ________ and/or ______ real estate taxes for fiscal years _______. Landlord is willing to allow you to review such books and records subject to and in consideration of the terms and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be hereinafter referred to as the "Evaluation Material." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including o Boston Properties, Inc. and its principals and affiliates0 Xxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Landlord), and their respective officersWORKGROUP TECHNOLOGY CORPORATION, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees a Delaware corporation (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.'s affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof"Tenant").

Failure to Select Broker or Failure of Broker to Serve. If Tenant shall have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor aboveabove and such failure shall continue for more than ten (10) days after notice thereof, then Tenant's Broker ’s broker shall request alone make the Greater Boston Real Estate Board determination of the Prevailing Market Rent in writing to Landlord and Tenant within thirty (30) days after the expiration of Landlord’s right to designate Landlord's Brokera broker hereunder. If Tenant's Tenant and Landlord's Brokers Landlord have been both designated brokers but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the Third Broker third broker willing so to act, the Tenant, the Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. Bar Association (or such organization as may succeed to the Boston Bar Association) to designate the Third Broker third broker willing so to actact and a broker so appointed shall, for all purposes, have the same standing and powers as though he had been seasonably appointed by the brokers first appointed. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the said Greater Boston Real Estate Board, Inc.Bar Association, as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, Tenant such vacancy may be filled by the said Greater Boston Real Estate BoardBar Association, Inc. Any and any broker so appointed by the Greater Boston Real Estate Board, Inc., pursuant to the provisions hereof shall, for all purposes, fill such vacancy shall have the same standing and powers as though he had been originally appointed by appointed. THE BANK OF NEW YORK MELLON, as administrative Agent for the benefit of the Lenders under that certain Construction Loan Agreement dated April 21, 2009 between Landlord, as borrower, and THE BANK OF NEW YORK MELLON, whose address is Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, RBS CITIZENS, N.A., whose address is 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, U.S. BANK NATIONAL ASSOCIATION, whose address is Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, PNC BANK, NATIONAL ASSOCIATION, whose address is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, SUNTRUST BANK, whose address is 0000 Xxxxx Xxxxxxxxx, 8th Floor, Vienna, Virginia 22182, and any other Lenders who may become a party originally designated hereto, collectively as Lenders (as defined below), and RBS CITIZENS, N.A., as Documentation Agent (in such capacity, hereinafter referred to make as “Documentation Agent”), U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent (in such appointment by capacity, hereinafter referred to as “Syndication Agent”) and THE BANK OF NEW YORK MELLON, as Administrative Agent. [Please note the terms hereoftenant on this Letter of Credit must match the exact tenant entity in the Lease] c/o Boston Properties LP 000 Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxxxxxxx 00000-0000 Attn: Lease Administration, Legal Dept. EXHIBIT H FORM OF LETTER OF CREDIT BENEFICIARY: ISSUANCE DATE: _____________________________________ ______________ 200___ _____________________________________ IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ USD: _______________________ LADIES AND GENTLEMENGentlemen: We hereby establish our irrevocable letter of credit in your favor for account of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) available by your draft(s) drawn on ourselves at sight accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to the Lease (the "Lease") dated _______________ by and between ______________, as Landlord, and ____________________, as Tenant, together with the original copy of this Irrevocable Letter of Credit and any amendments thereto which have been accepted by you. Draft(s) must indicate name authorize you to draw on us at sight for the account of [Tenant] (“Applicant”), the aggregate amount of [spell out dollar amount] and issuing bank and credit number and must be presented at this office[ ]/100 Dollars [($ )]. You shall have the right to make partial draws against this Letter of Credit, Credit from time to time. This Funds under this Letter of Credit is transferable are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be drawn down at any time and from time to time without cost to from and after the date hereof by [Landlord] (“Beneficiary. Except as otherwise expressly stated herein, ”) when accompanied by this Letter of Credit and a written statement signed by an individual purporting to be an authorized agent of Beneficiary, certifying that such moneys are due and owing to Beneficiary, and a sight draft executed and endorsed by such individual. This Letter of Credit is transferable in its entirety to any successor in interest to Beneficiary as owner of [Property, Address, City/Town, State]. Should a transfer be desired, such transfer will be subject to the "Uniform Customs return to us of this advice, together with written instructions. Any fees related to such transfer shall be for the account of the Applicant. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree that this Letter of Credit shall be duly honored upon presentation and practice for Documentary Credits, International Chamber delivery of Commerce, Publication Nothe certification specified above. 500 (1993 Revision)." This Letter of Credit shall expire at our office on _______ ____, 200_ (the "Stated [Final Expiration Date")]. It is a condition Notwithstanding the above expiration date of this Letter of Credit, the term of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment renewed for successive one (1) year period s from such Stated Expiration Datesuccessive, unless at least forty-five (45) days prior to such Stated Expiration Date ) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year periodperiods unless, at least sixty (60) days prior to any such date of expiration, the undersigned shall give written notice to Beneficiary, by certified mail, return receipt requested and at the address set forth above or at such other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed. EXHIBIT K LEASE AUDIT CONFIDENTIALITY This Letter of Credit is governed by the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication 500. Very truly yours, By: Name: Title THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT _______________ ___(this “Agreement”), 20___ RE: LEASE DATED ______ made and entered into as of this day of , 200 by and among BRIGHTCOVE INC., a Delaware corporation, having an offices at (“Tenant”), BP RUSSIA WHARF LLC, a Delaware limited liability company, having an office at c/o Boston Properties Limited Partnership, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000 (the “Landlord”) and THE "LEASE") BETWEEN ___________ ("LANDLORD") AND ________ ("TENANT") RESPECTING CERTAIN PREMISES LOCATED AT _________ (THE "PROPERTY") AS MORE PARTICULARLY DESCRIBED IN THE LEASE. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses BANK OF NEW YORK MELLON, a New York corporation, having an office at Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as Administrative Agent for the Property for calendar years ________ and/or ______ real estate taxes for fiscal years _______. Landlord is willing to allow you to review such books and records subject to and in consideration benefit of the terms Lenders (each a “Lender” and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be collectively the “Lenders”) under that certain Construction Loan Agreement hereinafter referred to as the "Evaluation Materialdefined (“Administrative Agent”)." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including Boston Properties, Inc. and its principals and affiliates), and their respective officers, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.'s affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof.

Failure to Select Broker or Failure of Broker to Serve. If Tenant shall have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor above, then Tenant's Broker shall request the Greater Boston Real Estate Board to designate Landlord's Broker. If Tenant's and Landlord's Brokers have been designated but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the Third Broker willing so to act, the Tenant, the Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the Third Broker willing so to act. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers first appointed or the said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, such vacancy may be filled by the said Greater Boston Real Estate Board, Inc. Any broker appointed by the Greater Boston Real Estate Board, Inc., pursuant to the provisions hereof shall, for all purposes, have the same standing and powers as though he had been originally appointed by the party originally designated to make such appointment by the terms hereof. EXHIBIT H FORM OF LETTER OF CREDIT EXHIBITH BENEFICIARY: ISSUANCE DATE: _____________________________________ ______________ 200___ _____________________________________ 200 IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: APPLICANT MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ US$ USD: _______________________ LADIES AND GENTLEMEN: We hereby establish our irrevocable letter of credit in your favor for account of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) $ available by your draft(s) drawn on ourselves at sight accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to the Lease (the "Lease") dated _______________ by and between ______________, as Landlord, and ____________________, as Tenant, together with the original copy of this Letter of Credit and any amendments thereto which have been accepted by you. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, from time to time. This Letter of Credit is transferable at any time and from time to time without cost to Beneficiary. Except as otherwise expressly stated herein, this Letter of Credit is subject to the "Uniform Customs and practice for Documentary Credits, International Chamber of Commerce, Publication No. 500 (1993 Revision)." This Letter of Credit shall expire at our office on _______ ____, 200_ (the "Stated Expiration Date"). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year period s from such Stated Expiration Date, unless at least forty-five (45) days prior to such Stated Expiration Date Date) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. EXHIBIT K LEASE AUDIT CONFIDENTIALITY AGREEMENT J Re: Lease dated _______________ ___, 20___ RE: LEASE DATED ______ (THE the "LEASELease") BETWEEN ___________ between ("LANDLORDLandlord") AND ________ ("TENANTand_______("Tenant") RESPECTING CERTAIN PREMISES LOCATED AT _________ respecting certain premises located at (THE the "PROPERTYProperty") AS MORE PARTICULARLY DESCRIBED IN THE LEASEasmore particularly described in the Lease. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses for the Property for calendar years and/or________ and/or ______ real estate taxes for fiscal years _______. ------ Landlord is willing to allow you to review such books and records subject to and in consideration of the terms and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be hereinafter referred to as the "Evaluation Material." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including Boston Properties, Inc. and its principals and affiliates), and their respective officers, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.Inc. 's affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof.

Failure to Select Broker or Failure of Broker to Serve. If either Landlord or Tenant shall have requested a Broker Determination and Landlord the other party shall not have designated a broker within the time period provided therefor above, then Tenantthe broker selected by the party making said request shall alone make the determination of Prevailing Market Rent in writing to Landlord and Tenant within thirty (30) days after the expiration of the other party's Broker shall request the Greater Boston Real Estate Board right to designate Landlord's Brokera broker hereunder. If Tenant's Tenant and Landlord's Brokers Landlord have been both designated brokers but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the Third Broker an additional broker willing so to act, the Tenant, the Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the Third Broker a third broker willing so to actact and a broker so appointed shall, for all purposes, have the same standing and powers as though he had been seasonably appointed by the brokers first appointed. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers Brokers first appointed or the said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, Tenant such vacancy may be filled by the said Greater Boston Real Estate Board, Inc. Any broker appointed by the Greater Boston Real Estate Board, Inc., pursuant and any broker so appointed to the provisions hereof shall, for all purposes, fill such vacancy shall have the same standing and powers as though he had been originally appointed by the party originally designated to make such appointment by the terms hereofappointed. [Tenant's Storage Space] 195 XXXX XXXXXX XXXXXXX XXXERNATIONAL CORPORATION EXHIBIT H FORM OF LETTER OF CREDIT BENEFICIARY: ISSUANCE DATE: ______________________________TENANT'S STORAGE SPACE EXHIBIT I NON-DISTURBANCE, ATTORNMENT AND SUBORDINATION AGREEMENT THIS AGREEMENT is made and entered into as of this _______ ______________ 200___ _____________________________________ IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ USD: _______________________ LADIES AND GENTLEMEN: We hereby establish our irrevocable letter day of credit in your favor for account of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) available by your draft(s) drawn on ourselves at sight accompanied by: Your statement, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount of the draft submitted herewith) pursuant to the Lease (the "Lease") dated _______________ by and between ______________, as Landlord, and ____________________, as Tenant1991, together with the original copy of this Letter of Credit by and any amendments thereto which have been accepted by you. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Creditamong THE FIRST NATIONAL BANK OF BOSTON, from time to time. This Letter of Credit is transferable at any time and from time to time without cost to Beneficiary. Except as otherwise expressly stated herein, this Letter of Credit is subject to a national banking association (hereinafter called the "Uniform Customs Lender"), PAREXEL International Corporation (hereinafter called the "Tenant") and practice for Documentary Credits, International Chamber of Commerce, Publication No. 500 200 Xxxx Xxxxxx Xxxited Partnership (1993 Revisionhereinafter called the "Landlord")." This Letter of Credit shall expire at our office on _______ ____, 200_ (the "Stated Expiration Date"). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year period s from such Stated Expiration Date, unless at least forty-five (45) days prior to such Stated Expiration Date ) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. EXHIBIT K LEASE AUDIT CONFIDENTIALITY AGREEMENT _______________ ___, 20___ RE: LEASE DATED ______ (THE "LEASE") BETWEEN ___________ ("LANDLORD") AND ________ ("TENANT") RESPECTING CERTAIN PREMISES LOCATED AT _________ (THE "PROPERTY") AS MORE PARTICULARLY DESCRIBED IN THE LEASE. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses for the Property for calendar years ________ and/or ______ real estate taxes for fiscal years _______. Landlord is willing to allow you to review such books and records subject to and in consideration of the terms and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be hereinafter referred to as the "Evaluation Material." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including Boston Properties, Inc. and its principals and affiliates), and their respective officers, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.'s affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof.

Failure to Select Broker or Failure of Broker to Serve. If Tenant shall ------------------------------------------------------ have requested a Broker Determination and Landlord shall not have designated a broker within the time period provided therefor above, then Tenantthe broker selected by Tenant shall alone make the determination of Prevailing Market Rent in writing to Landlord and Tenant within thirty (30) days after the expiration of Landlord's Broker shall request the Greater Boston Real Estate Board right to designate Landlord's Brokera broker hereunder. If Tenant's Tenant and Landlord's Brokers Landlord have been both designated brokers but the two brokers so designated do not, within a period of fifteen (15) days after the appointment of the second broker, agree upon and designate the Third Broker an additional broker willing so to act, the Tenant, the Landlord or either broker previously designated may request the Greater Boston Real Estate Board, Inc. to designate the Third Broker a third broker willing so to actact and a broker so appointed shall, for all purposes, have the same standing and powers as though he had been seasonably appointed by the brokers first appointed. In case of the inability or refusal to serve of any person designated as a broker, or in case any broker for any reason ceases to be such, a broker to fill such vacancy shall be appointed by the Tenant, the Landlord, the brokers Brokers first appointed or the said Greater Boston Real Estate Board, Inc., as the case may be, whichever made the original appointment, or if the person who made the original appointment fails to fill such vacancy, upon application of any broker who continues to act or by the Landlord or Tenant, Tenant such vacancy may be filled by the said Greater Boston Real Estate Board, Inc. Any broker appointed by the Greater Boston Real Estate Board, Inc., pursuant and any broker so appointed to the provisions hereof shall, for all purposes, fill such vacancy shall have the same standing and powers as though he had been originally appointed by the party originally designated to make such appointment by the terms hereofappointed. EXHIBIT H FORM OF LETTER OF CREDIT BENEFICIARY: ISSUANCE DATE: _____________________________________ ______________ 200___ _____________________________________ IRREVOCABLE STANDBY _____________________________________ LETTER OF CREDIT NO. _______ _____________________________________ ACCOUNTEE/APPLICANT: MAXIMUM/AGGREGATE CREDIT AMOUNT: US$__________ ____________________________ USD: _______________________ LADIES AND GENTLEMEN: We hereby establish our irrevocable letter J --------- MEASUREMENT METHOD ------------------ Usable Area shall be calculated on a full-floor basis by measuring each floor from the inside face of credit in your favor for account exterior glass to the face of the applicant up to an aggregate amount not to exceed ______________________ and __/100 US Dollars (US $_______________________) available by your draft(s) drawn on ourselves at sight accompanied by: Your statementbuilding core, signed by a purportedly authorized officer/official certifying that the Beneficiary is entitled to draw upon this Letter of Credit (in the amount excluding all portions of the draft submitted herewithcore (elevator lobby, restrooms, stairs, elevators, mechanical rooms and related vertical shafts). The Rentable Area of each floor shall be calculated as one hundred and sixteen percent (116%) pursuant of the Usable Area of the floor. The Total Rentable Area of the Building shall be calculated as the sum of the Rentable Areas of all of the floors of the Building. Where floors are subdivided and require additional corridors, the total Rentable Area of the floor will remain constant and be pro-rated among the premises on the floor. Usable Area of each tenant's premises on a multi-tenant floor shall be measured from interior face of exterior glass to the Lease face of the building core (if it abuts the premises) and the mid-line of abutting corridor and demising walls. NOTICE OF LEASE --------------- In accordance with the provisions of Massachusetts General Laws, Chapter 183, Section 4, as amended, notice is hereby given of the following lease ("Lease") dated _______________ by and between ______________, as Landlord, and ____________________, as Tenant, together with the original copy of this Letter of Credit and any amendments thereto which have been accepted by you. Draft(s) must indicate name and issuing bank and credit number and must be presented at this office. You shall have the right to make partial draws against this Letter of Credit, from time to time. This Letter of Credit is transferable at any time and from time to time without cost to Beneficiary. Except as otherwise expressly stated herein, this Letter of Credit is subject to the "Uniform Customs and practice for Documentary Credits, International Chamber of Commerce, Publication No. 500 (1993 Revision)." This Letter of Credit shall expire at our office on _______ ____, 200_ (the "Stated Expiration Date"). It is a condition of this Letter of Credit that the Stated Expiration Date shall be deemed automatically extended without amendment for successive one (1) year period s from such Stated Expiration Date, unless at least forty-five (45) days prior to such Stated Expiration Date ) (or any anniversary thereof) we shall notify you at the address specified in this Letter of Credit (or at such other address of which you may have notified us in writing) and the Accountee/Applicant in writing by registered mail (return receipt) that we elect not to consider this Letter of Credit extended for any such additional one (1) year period. EXHIBIT K LEASE AUDIT CONFIDENTIALITY AGREEMENT _______________ ___, 20___ RE: LEASE DATED ______ (THE "LEASE") BETWEEN ___________ ("LANDLORD") AND ________ ("TENANT") RESPECTING CERTAIN PREMISES LOCATED AT _________ (THE "PROPERTY") AS MORE PARTICULARLY DESCRIBED IN THE LEASE. To whom it may concern: You have been engaged by Tenant to review the books and records of Landlord respecting _________ operating expenses for the Property for calendar years ________ and/or ______ real estate taxes for fiscal years _______. Landlord is willing to allow you to review such books and records subject to and in consideration of the terms and conditions set forth below: 1. All information made available to you pursuant to this letter, whether oral or written, shall be hereinafter referred to as the "Evaluation Material." All Evaluation Material provided to you shall remain the property of the Landlord. The Evaluation Material shall be handled by you in a confidential manner. You shall establish procedures that assure that such Evaluation Material shall remain confidential while in your possession. 2. The review of such books and records shall take place at Landlord's offices in Boston, Massachusetts during normal business hours. In no event shall any such audit be conducted on a contingency fee basis paid to you but shall be contracted and paid for on a fixed-fee basis. 3. The Evaluation Material shall be used only for the purpose of reviewing the operating expense charges and/or real estate taxes paid by Tenant pursuant to the Lease. To this end, you may disclose same to your partners, officers, directors and employees, provided, however, that you inform each partner, officer, director and employee who has access to the Evaluation Material of your obligations under this letter. The Evaluation Material may not be disclosed to any third party including, without limitation, any other tenant at the Property. 4. It is understood and agreed that money damages would not be sufficient remedy for any breach of this agreement and that Landlord shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach and you further agree to waive any requirement for the security or posting of any bond in connection with such remedy. Such remedy shall not be deemed to be the exclusive remedy for breach of this agreement but shall be in addition to all other remedies available at law or equity to the Landlord. 5. In the event of litigation relating to this agreement, if a court of competent jurisdiction determines in a final, non-appealable order that a party has breached this agreement, then such party shall be liable and pay to the non-breaching party the reasonable legal fees such non-breaching party has incurred in connection with such litigation, including any appeal therefrom. 6. You agree to indemnify, defend and hold the Landlord, its affiliates and agents (including Boston Properties, Inc. and its principals and affiliates), and their respective officers, directors, employees and representatives harmless, from and against any and all claims, causes of action, expenses, fees (including attorney's fees) arising out of your actual breach of the provisions of this letter as determined in appropriate legal proceedings. The Landlord's and Boston Properties, Inc.'s affiliates who have not executed this letter are acknowledged to be third party beneficiaries of the provisions hereof.):