Common use of Reduction of Premises Clause in Contracts

Reduction of Premises. So long as there does not then exist an uncured, continuing Event of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion (the “Reduction Option”), effective on the 3rd anniversary and fifth (5th) anniversary of the Phase 1 Commencement Date (the “Reduction Date”), by delivering notice (the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan of the space to be reduced (“Reduced Space”) and Tenant shall pay to the Landlord on or before the Reduction Date the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the Premises shall be done at Tenant’s expense. For purposes hereof, the term “Fee”, as of the third anniversary of the Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount of the Fee will be based on a fifth (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed to be marketable. If Landlord determines that the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitration, and the arbitrator shall render his or her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of the Lease and agrees to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and Tenant.

Reduction of Premises. So long as there does not then exist an uncured, continuing Event of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion (the “Reduction Option”), effective on the 3rd anniversary and fifth (5th) anniversary As of the Phase 1 Extension Commencement Date (Date, the “Reduction Date”), by delivering notice (the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan of the space to be reduced (“Reduced Space”) and Tenant shall pay to the Landlord on or before the Reduction Date the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the Original Premises shall be done at Tenant’s expensereduced by approximately 9,420 RSF as more particularly depicted and cross-hatched on Exhibit A attached hereto and incorporated herein by this reference (the "Vacated Space"). For purposes hereofThe resulting space shall be Suite 200 and Suite 160 (and storage space) consisting of approximately 34,536 RSF (the "Reduced Premises") and all references in the Lease to the "Premises" shall mean the Reduced Premises. Tenant agrees to vacate and surrender possession of the Vacated Space and, unless Landlord provides written notice to Tenant to the term “Fee”contrary, to cause all parties claiming by, through or under Tenant to vacate and surrender possession of the Vacated Space as of the third anniversary Extension Commencement Date in the condition as required by the Lease and this Amendment. Landlord and Tenant hereby acknowledge and agree that effective as of the Phase 1 Extension Commencement Date, Tenant renounces all right of possession in and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount Vacated Space. Any occupancy of the Fee will be based on a fifth (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Vacated Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as of the Reduction Extension Commencement Date by Landlord or any party claiming by, through or under Landlord shall not be deemed an eviction (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentationconstructive or otherwise). Adjustments shall be made to the Fixed Rent and additional rent obligations as As of the Reduction Extension Commencement Date. The remaining Premises and provisions of this , rights under the Lease shall remain unchanged. There shall be a presumption that if solely for the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Vacated Space shall be deemed terminated as though they had expired according to be marketable. If Landlord determines that the Reduced Space is not marketabletheir terms, then Landlord shall notify Tenant of its determination and Tenant shallexcept as provided herein, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days relieved of presentation in any and all further obligations thereunder; provided, however, such termination shall not affect Tenant's liability for rental and other obligations accruing prior to the arbitrationExtension Commencement Date, that including, without limitation, its obligation to pay Tenant's Percentage Share of Operating Expenses and Tenant's Percentage Share of Real Property Taxes attributable to the arbitration period prior to the Extension Commencement Date, at such time as such obligation is finally determined, nor shall be held within thirty (30) days of the election for arbitration, and the arbitrator shall render his or her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of same affect Landlord's liability to Tenant with respect to Adjustments due to Tenant under the Lease and agrees with respect to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and TenantVacated Space.

Reduction of Premises. So long as there does not then exist an uncureda. As of the Effective Date, continuing Event Tenant shall deliver to Landlord possession of Default as defined in Section 9.1 the portion of the Premises consisting of: (i) approximately Ten Thousand (10,000) rsf located on the 9th Floor of the Building, which portion is shown on the plan attached to and made a part of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long Amendment as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion Exhibit A (the “Reduction OptionNinth Floor Space”), effective ; and (ii) approximately Two Hundred Ninety-Six (296) rsf located on the 3rd anniversary and fifth (5th) anniversary 4th Floor of the Phase 1 Commencement Date Building, which portion is shown on the plan attached to and made a part of this Amendment as Exhibit B (the “Reduction DateFourth Floor Space”), by delivering notice (. The Fourth Floor Space and the Ninth Floor Space shall be referred to collectively as the “NoticeSurrender Space.” b. From and after the Effective Date, (i) the term “Premises” wherever it appears in the Lease and any Exhibits thereto shall no longer include the Surrender Space and (ii) the Lease is hereby amended so that the area of its election to Landlord at least nine the Premises set forth therein shall be reduced by a total of Ten Thousand Two Hundred Ninety-Six (910,296) months in advancersf and the new total rentable square feet of the Premises shall be Fifty-Seven Thousand Seven Hundred Eighty-Six (57,786) rsf on the 2nd, 3rd, and with such Notice, 8th floors of the Building. Tenant shall provide a plan of remain obligated to pay Landlord all amounts which Tenant would otherwise be obligated to pay Landlord under the space to be reduced (“Reduced Space”) and Tenant shall pay Lease as amended hereby with respect to the Landlord Surrender Space and perform all obligations Tenant is obligated to perform under the Lease as amended hereby with respect to the Surrender Space which accrue or arise on or before the Reduction Date Effective Date. As of the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the Premises Effective Date, Tenant shall be done at Tenant’s expense. For purposes hereof, fully released from all obligations under the term “Fee”, as of Lease with respect to the third anniversary of the Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount of the Fee will be based on a fifth (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Surrender Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as of the Reduction Date (with the same effect as if such Reduction Date date were the Term Expiration Date date set forth in Section 1.1 as to for the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as expiration of the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt Term of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed to be marketable. If Landlord determines that the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitration, and the arbitrator shall render his or her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of the Lease and agrees to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and TenantLease.

Reduction of Premises. So long as there does not then exist an uncured, continuing Event A portion of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion (the “Reduction Option”), effective on the 3rd anniversary and fifth (5th) anniversary consists of the Phase 1 Commencement Date third and fourth floors of Building 4 (the “"Reduction Date”), by delivering notice (the “Notice”Space") of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan of the space to be reduced (“Reduced Space”) and Tenant shall pay to the Landlord on or before Subtenant has not occupied the Reduction Date Space. Sublandlord is currently negotiating a sublease with Motorola, Inc. ("Motorola Sublease") for the applicable Fee as set forth belowReduction Space. The costs incurred to demise the Reduced Space from the Premises shall be done at Tenant’s expense. For purposes hereof, the term “Fee”, Effective as of the third anniversary commencement date of the Phase 1 Commencement Motorola Sublease ("Reduction Effective Date"), and assuming all three Phases are delivered to Tenantthe Reduction Space shall no longer be part of the Premises. As used in this First Amendment, the "commencement date of the Motorola Sublease" shall be equal deemed to $37.00/RSF per occur on the Schedule attached hereto as Exhibit O. The Tenantfirst date that Motorola is allowed by Sublandlord to occupy the Reduction Space under the Motorola Sublease for cabling, from time to timeinstallation of furniture, may request from the Landlord what the amount of the Fee will be based on a fifth (5th) anniversary Reduction Datefixtures, or equipment, tenant improvement work, move-in, or any other purpose. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as As of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of Effective Date, the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed surrendered by Subtenant to be marketable. If Landlord determines that Sublandlord, the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute Sublease shall be resolved at deemed terminated with respect to the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitrationReduction Space, and the arbitrator Premises, as defined in the Sublease, shall render his or her decision within ten (10no longer include the Reduction Space. Notwithstanding the foregoing, if Subtenant's representations contained in Paragraph 9(E) days of the completion of the presentation. The arbitrator herein shall be provided a copy materially false or misleading, Sublandlord shall have the right to declare this Amendment null and void and to reinstate the Sublease with respect to the Reduction Space in addition to, and not in lieu of, any other rights or remedies available to Sublandlord. In the event that the Reduction Effective Date has not occurred by November 30, 2004, either party may terminate this Amendment by written notice to the other party no later than December 15, 2004. Notwithstanding anything in this First Amendment to the contrary, Subtenant shall remain liable for all of this section its obligations as Subtenant under the Sublease with respect to the Reduction Space arising prior to the Reduction Effective Date, and Sublandlord shall remain liable for all of its obligations as Sublandlord under the Lease and agrees Sublease with respect to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and TenantReduction Space arising prior to the Reduction Effective Date.

Reduction of Premises. So long as there does not then exist an uncuredOn or before July 1, continuing Event of Default as defined in Section 9.1 of this Lease2011, Tenant may, at its sole option, have shall surrender possession to Landlord of the oneapproximately 9,455 square feet of rentable area which is depicted on the floor plan that is attached hereto as Exhibit A-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion l (the “Reduction Option”), effective on the 3rd anniversary and fifth (5th) anniversary of the Phase 1 Commencement Date (the “Reduction Date”), by delivering notice (the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan of the space to be reduced (“Reduced Space”) in broom clean condition and Tenant shall pay with all of Tenant’s personal property removed therefrom. Landlord shall, at Landlord’s expense, promptly thereafter construct a building standard demising wall to the Landlord on or before separate the Reduction Date the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the rest of the Premises. Landlord shall complete the demising wall on the interior of the Premises so that it is sheet-rocked, taped, mudded, sanded and ready for painting. Landlord shall be done also install, at Landlord’s expense, any HVAC equipment which is required, in Landlord’s commercially reasonable determination, to separate the HVAC systems for the Reduction Space and the Remaining Premises (as defined below) because of the Approved CyberOptics Legal DH construction of such demising wall. Landlord shall, at Tenant’s expense, finish the interior of such demising wall with finishes selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld. For purposes hereofLandlord shall also, at Tenant’s expense, install, reinstall or modify the HVAC venting, ceiling, lighting, air delivery and fire sprinkler systems in the Remaining Premises to the extent required because of the construction of such demising wall. From and after July 1, 2011, or, if later, the date on which Tenant surrenders possession of the Reduction Space in the condition required above, the term “FeePremises” wherever it appears in this Lease or in any Amendments and Exhibits thereto shall mean the approximately 50,762 square feet of rentable area that is depicted on Exhibit A-l attached hereto (the “Remaining Premises”), as whether or not Landlord has then constructed the demising wall; provided that after the demising wall has been constructed, the Remaining Premises shall be re-measured and the actual rentable square footage of the third anniversary Remaining Premises and Tenant’s Proportionate Share of the Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, Operating Expenses shall be equal memorialized in a Declaration that shall be prepared by Landlord. Notwithstanding anything to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenantcontrary herein, from time Tenant shall remain obligated to timepay Rent for the Reduction Space through June 30, may request from 2011, or, if later, the Landlord what the amount of the Fee will be based date on a fifth (5th) anniversary Reduction Date. If which Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as actually surrenders possession of the Reduction Date Space to Landlord in the condition required above (i.e. in broom clean condition and with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed to be marketable. If Landlord determines that the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”personal property removed therefrom). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitration, and the arbitrator shall render his or her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of the Lease and agrees to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and Tenant.

Reduction of Premises. So long as there does not then exist an uncured, continuing Event of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as the same is marketable by Landlord, as determined by Landlord in its reasonable discretion (the “Reduction Option”), effective on the 3rd anniversary and fifth (5th) anniversary As of the Phase 1 Extension Commencement Date (the “Reduction Date”as hereinafter defined), the Original Premises shall be reduced by delivering notice approximately 3,288 square feet (Suite 160 and Storage Space) as more particularly depicted and cross-hatched on Exhibit A attached hereto and incorporated herein by this reference (the “Notice”"Vacated Space"). The resulting space shall be approximately 31,248 RSF (the "Reduced Premises") and all references in the Lease to the "Premises" shall mean the Reduced Premises. Tenant agrees to vacate and surrender possession of its election the Vacated Space and to Landlord at least nine cause all parties claiming by, through or under Tenant to vacate and surrender possession of the Vacated Space as of the Extension Commencement Date in the condition as required by the Lease and this Amendment (9) months i.e., in advancebroom clean condition, casualty, obsolescence, and normal wear and tear excepted, without any requirement to remove any Alterations, but with the obligation to remove all electronic, phone and data cabling and related equipment that is installed by or for the benefit of Tenant and located in the Premises or other portions of the Building or Project and the access card reader and to repair any damage as a result of such Noticeremoval). Landlord and Tenant hereby acknowledge and agree that effective as of the Extension Commencement Date, Tenant shall provide a plan renounces all right of possession in and to the Vacated Space. Any occupancy of the space Vacated Space as of the Extension Commencement Date by Landlord or any party claiming by, through or under Landlord shall not be deemed an eviction (constructive or otherwise). As of the Extension Commencement Date, rights under the Lease solely for the Original Premises shall be deemed terminated as though they had expired according to be reduced (“Reduced Space”) their terms, and except as provided herein, Landlord and Tenant shall pay be relieved of any and all further obligations thereunder; provided, however, such termination shall not affect Tenant's liability for rental and other obligations accruing prior to the Landlord on or before the Reduction Date the applicable Fee as set forth below. The costs incurred to demise the Reduced Space from the Premises shall be done at Tenant’s expense. For purposes hereof, the term “Fee”, as of the third anniversary of the Phase 1 Extension Commencement Date, including, without limitation, its obligation to pay Tenant's Percentage Share of Operating Expenses and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount 's Percentage Share of the Fee will be based on a fifth (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as Real Property Taxes attributable to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made period prior to the Fixed Rent and additional rent obligations Extension Commencement Date, at such time as of the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and such obligation is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed to be marketable. If Landlord determines that the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitration, and the arbitrator shall render his or her decision within ten (10) days of the completion of the presentation. The arbitrator shall be provided a copy of this section of the Lease and agrees to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and Tenantfinally determined.

Reduction of Premises. So long (a) Effective as there does not then exist an uncuredof the Extension Commencement Date, continuing Event the Original Premises shall be reduced to exclude that portion thereof consisting of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 approximately 12,681 rentable square feet, so long as feet located on the same is marketable by Landlord, as determined by Landlord in its reasonable discretion first floor of the Building (the “Reduction OptionSurrender Premises”), effective on ) thereby leaving only the 3rd anniversary and fifth Reduced Premises. (5thb) anniversary On or before the original Expiration Date of the Phase Lease (prior to the extension set forth in Section 1 Commencement Date (the “Reduction Date”above), by delivering notice (the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan surrender the Surrender Premises to Landlord in “AS-IS” condition, “broom clean” and with all personal property removed(normal “wear and tear” excepted). (c) Effective upon the Extension Commencement Date, the Reduced Premises shall be the “Premises” covered by the Lease for all purposes and rentals and charges shall commence to be payable in respect of the space to be reduced (“Reduced Space”) and Tenant shall pay to the Landlord on or before the Reduction Date the applicable Fee Premises as set forth below. The costs incurred herein. (d) Subject to demise Landlord’s obligation to complete the Reduced Space from Tenant Improvements pursuant to the Premises shall be done at Tenant’s expense. For purposes hereof, the term “Fee”, as of the third anniversary of the Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule Work Letter attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount of the Fee will be based on a fifth A (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” Work Letter”), Tenant shall automatically be reduced by accept the Reduced Space Premises in their “AS-IS” condition. Except only as set forth in the Notice (so long as Work Letter, Landlord agrees that shall have no obligation whatsoever to prepare the Reduced Space is marketable as set forth herein) as Premises for use by Tenant or pay or reimburse Tenant for any costs or expenses incurred in connection with the Tenant Improvements or other remodeling or alteration of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketablePremises. Landlord shall notify complete the Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed Improvements on a schedule mutually acceptable to be marketable. If Landlord determines that the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute shall be resolved at the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more but in any case not later than three December 31, 2010, as extended by one day for each day of Tenant Delay (3) days of presentation defined in the arbitration, that the arbitration shall be held within thirty Work Letter) and force majeure (30) days defined in Paragraph 33 of the election Lease). For purposes of clarity, Tenant shall not have a restoration requirement for arbitrationTenant Improvements executed by the Landlord under the Work Letter, and agrees, at the arbitrator shall render his or her decision within ten (10) days end of the completion of First Extended Term (or any extension thereof) to return the presentation. The arbitrator shall be provided a copy of this section of Premises to the Lease Landlord in “AS-IS” condition, “broom clean” and agrees to be bound by the same. Each party shall pay its own costs with all personal property removed (normal “wear and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and Tenanttear” excepted).

Reduction of Premises. So long as there does not then exist an uncured, continuing Event A portion of Default as defined in Section 9.1 of this Lease, Tenant may, at its sole option, have the one-time right to reduce the Premises by an amount up to 10,000 rentable square feet, so long as consists of the same is marketable by Landlord, as determined by Landlord in its reasonable discretion third and fourth floors of Building 4 (the “Reduction OptionSpace.”)) Subtenant has not occupied the Reduction Space. Sublandlord is currently negotiating a sublease with Motorola, effective on Inc. (“Motorola Sublease”) for the 3rd anniversary and fifth (5th) anniversary Reduction Space. Effective as of the Phase 1 Commencement Date commencement date of the Motorola Sublease (the “Reduction Effective Date”), by delivering notice (the Reduction Space shall no longer be part of the Premises. As used in this First Amendment, the “Notice”) of its election to Landlord at least nine (9) months in advance, and with such Notice, Tenant shall provide a plan commencement date of the space Motorola Sublease” shall be deemed to be reduced (“Reduced Space”) and Tenant shall pay occur on the first date that Motorola is allowed by Sublandlord to the Landlord on or before occupy the Reduction Date Space under the applicable Fee as set forth belowMotorola Sublease for cabling, installation of furniture, fixtures, or equipment, tenant improvement work, move-in, or any other purpose. The costs incurred to demise the Reduced Space from the Premises shall be done at Tenant’s expense. For purposes hereof, the term “Fee”, as of the third anniversary of the Phase 1 Commencement Date, and assuming all three Phases are delivered to Tenant, shall be equal to $37.00/RSF per the Schedule attached hereto as Exhibit O. The Tenant, from time to time, may request from the Landlord what the amount of the Fee will be based on a fifth (5th) anniversary Reduction Date. If Tenant exercises its Reduction Option, then the “Premises” shall automatically be reduced by the Reduced Space set forth in the Notice (so long as Landlord agrees that the Reduced Space is marketable as set forth herein) as As of the Reduction Date (with the same effect as if such Reduction Date were the Term Expiration Date set forth in Section 1.1 as to the Reduced Space) without the necessity of any additional documentation. Adjustments shall be made to the Fixed Rent and additional rent obligations as of Effective Date, the Reduction Date. The remaining Premises and provisions of this Lease shall remain unchanged. There shall be a presumption that if the Reduced Space has access to the Common Areas (including all utility systems) and is not oddly configured, that the Reduced Space is marketable. Landlord shall notify Tenant of its determination of whether the Reduced Space is marketable within twenty (20) days of Landlord’s receipt of the Notice. If Landlord does not object within said twenty (20) day period, then the Reduced Space shall be deemed surrendered by Subtenant to be marketable. If Landlord determines that Sublandlord, the Reduced Space is not marketable, then Landlord shall notify Tenant of its determination and Tenant shall, within twenty (20) days of Tenant’s receipt of Landlord’s notice, either submit the initial plan of the Reduced Space to Landlord with a statement of reasons why Tenant believes it is marketable or submit a different plan to Landlord of the Reduced Space (the “Second Notice”). If Landlord does not determine that the Reduced Space as initially proposed or as revised is marketable within twenty (20) days of Landlord’s receipt of the Second Notice, then the dispute Sublease shall be resolved at deemed terminated with respect to the election of Tenant by an action brought in the Superior Court Department of Middlesex County or resolved by binding arbitration by a single arbitrator through XXXX Dispute, Inc. under its Arbitration Guidelines in effect at the time of such arbitration. The Landlord and Tenant and arbitrator agree that there shall be no more than three (3) days of presentation in the arbitration, that the arbitration shall be held within thirty (30) days of the election for arbitrationReduction Space, and the arbitrator Premises, as defined in the Sublease, shall render his or her decision within ten (10no longer include the Reduction Space. Notwithstanding the foregoing, if Subtenant’s representations contained in Paragraph 13(E) days of the completion of the presentation. The arbitrator herein shall be provided a copy materially false or misleading, Sublandlord shall have the right to declare this Amendment null and void and to reinstate the Sublease with respect to the Reduction Space in addition to, and not in lieu of, any other rights or remedies available to Sublandlord. In the event that the Reduction Effective Date has not occurred by November 30, 2004, either party may terminate this Amendment by written notice to the other party no later than December 15, 2004. Notwithstanding anything in this First Amendment to the contrary, Subtenant shall remain liable for all of this section its obligations as Subtenant under the Sublease with respect to the Reduction Space arising prior to the Reduction Effective Date, and Sublandlord shall remain liable for all of its obligations as Sublandlord under the Lease and agrees Sublease with respect to be bound by the same. Each party shall pay its own costs and expenses for any such action or arbitration. Each determination under this Section 10.22 shall be binding upon Landlord and TenantReduction Space arising prior to the Reduction Effective Date.