Common use of Tenant’s Parking Clause in Contracts

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, to use the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the Complex, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, right to use in the parking area the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexProperty, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's ’s use. Notwithstanding the foregoing, for so long as and provided (i) no Event of Default has occurred hereunder, and (ii) Tenant shall be directly leasing Buildings C and D in their entiretyhas not assigned this Lease or sublet all or any portion of the Premises, Tenant shall have the exclusive right if Landlord grants reserved parking rights to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that another tenant in the event Tenant Building, Landlord shall cease to directly lease Buildings C and D in their entiretygrant similar reserved parking rights, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markingson a proportionate basis, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases is changed at any time during the Lease TermTerm due to a physical change in the footprint of the Premises, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Siteadjusted proportionately. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Tenant shall have the rightright to use in the parking area, at no additional charge (except that the costs of maintaining and insuring the parking area will be included in Landlord’s Operating Expenses and real estate taxes and other taxes relating to Tenantthe parking area which area included within the definition of Landlord’s Tax Expenses shall be included in Landlord’s Tax Expenses), to use the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexProperty, provided, however, that that, except as otherwise specifically herein set forth, Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's ’s use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Siteproportionately. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable written rules and regulations promulgated by Landlord of which Tenant has notice with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexProperty. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6. Further, except (subject to Section 8.13) for matters arising from the extent negligent or wrongful act or omission of Landlord’s gross negligence Landlord or willful misconductits agents, employees or contractors, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site Property or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (Aa) In additionAt all times during the Initial Term or any Renewal Term Landlord, at its expense, will provide Tenant with sixty-three (63) spaces at no charge, twenty-one (21) of which shall be reserved covered parking as indicated in Exhibit A-2. Landlord may provide Tenant on request during the Initial Term and the Renewal Term, up to five (5) additional covered parking on a month-to-month basis at a cost of TWENTY-FIVE AND NO/100 DOLLARS ($25.00) per space per month; provided however that Landlord may recapture such additional spaces upon thirty (30) days notice to Tenant. Tenant shall have no claim on any additional parking not expressly assigned to it in this paragraph. Both the rightBuilding Parking Garage and Additional Parking Area shall be available for use 24 hours a day. Landlord shall keep and maintain both the Building Parking Garage and the Additional Parking Area in a clean, at no additional charge to Tenant, to use the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the Complex, provided, however, that safe and first-class condition. Landlord shall not be obligated to furnish stalls or spaces on provide personnel to perform parking service but may provide access control to the Site specifically designated for Tenant's use. Notwithstanding the foregoingBuilding Parking Garage, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). provided however Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated liable to police Tenant for losses due to the use theft or burglary, or for injury to persons or property done by unauthorized persons unless directly due to the gross negligence of such spacesLandlord. (b) If Tenant, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to its permitted assignees or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases subtenants and/or their respective employees, licensees and guests at any time during the Lease Term, Initial Term or the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right Renewal Term are not able to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program Building Parking Garage and/or Additional Parking Area for the parking areas on spaces provided herein because of unauthorized use thereof, Landlord shall take whatever steps are necessary, including, if appropriate, the Site (posting of signs, the "Managed Parking Program")distribution of parking stickers and the towing away of unauthorized vehicles, to the end of preventing further unauthorized use. However, Landlord shall not be financially liable for unauthorized use of Tenant's parking, provided that it has made reasonable efforts insure the availability of such parking. Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite ensure that its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits employees and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the guests restrict their use of parking spaces by any subtenant of to Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term)spaces. (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In additionInaddition, Tenant shall have the right, at no additional charge to Tenant, right to use in the parking area, and subject to Landlord's Force Majeure (as defmed in Section 2.6 hereof), Landlord agrees to provide for use by Tenant throughout the Term the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexBuilding, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the Inthe event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Siteproportionately. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6.5. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liabilityofliability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created. Tenant's right to use the Parking Spaces shall be free of charge during the Term.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional free of charge to Tenantfor the Term of this Lease, to use in the parking areas on the Site throughout the Term the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexBuilding, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding use (provided further that if Landlord shall provide any other tenant in the foregoingBuilding with reserved parking spaces on the Site, for Landlord shall (i) offer Tenant reserved spaces-on the same basis as was provided to the other tenant, in proportion to the respective rentable floor areas leased by Tenant and such other tenant, and (ii) so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the occupies more rentable floor area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Building that any other tenant, give Tenant shall cease the first opportunity to directly lease Buildings C and D in their entirety, select the number location of its reserved parking spaces which Tenant shall be entitled to use shall be reduced proportionately based upon within the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted area(s) designated by Landlord under this Section 2.2.1for reserved parking). In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon (subject to the provisions of subsection (B) below) in accordance with the parking ratio set forth in Section 1.1. (B) Tenant has informed Landlord that Tenant may require parking at a ratio S:\Lcgal\Waltham\77 Fourth Avcnuc\Leascs\Phase Forward (H).doc greater than the Number of Parking Spaces set forth in Section 1.1 (the "Original Parking Ratio"), and Landlord has estimated, based on projected parking usage patterns, that the existing parking areas on the Site can accommodate parking for up to 4.0 passenger vehicles per 1,000 square feet of the Rentable Floor Area of the Premises initially demised to Tenant (the "Higher Parking Ratio"). In connection with the foregoing, Tenant acknowledges that the total number of actual parking spaces on the Site is sufficient to satisfy parking at the Original Parking Ratio but not at the Higher Parking Ratio, and that the availability of additional parking in an amount up to the Higher Parking Ratio is dependent on the actual usage of the existing parking spaces by the tenants of the Building. Landlord represents that Landlord has not granted any other tenant or occupant of the Site the right to use parking spaces in excess of the Original Parking Ratio, and that it will use commercially reasonable efforts to enforce the terms and provisions of its leases with other tenants of the Building in the event of any use by such tenants of parking spaces in excess of the parking ratios provided to them. In addition, Landlord shall not (i) grant any tenant or occupant at the Site the right to use parking spaces serving the Building at a ratio in excess of the Original Parking Ratio, (ii) voluntarily reduce the number of available parking spaces at the Site unless expressly permitted in this Lease or (iii) grant any other owners, occupants or users of the CityPoint Project or other neighboring properties the right to park in the parking areas on the Site (such as, by way of example only, using a portion of the parking areas at the Site to satisfy any off-site parking obligations set forth in another lease at the City Point Project or other development by Landlord or any entity affiliated with Landlord), except to the extent that any of the foregoing can be done without adversely impacting Tenant's ability to utilize the Higher Parking Ratio or causing a Parking Shortage (e.g., Landlord might be permitted to provide a third party with the right to park on the Site during off-peak hours or for a limited period ohime, etc.) Notwithstanding anything contained herein to the contrary (but subject to provisions of the last sentence of the next paragraph of this subsection (B)), Tenant shall not be deemed to be in default of its obligations under this Lease if it shall utilize more than the Original Parking Ratio, so long as Tenant does not exceed the Higher Parking Ratio; provided, however, that (x) the right to utilize the Higher Parking Ratio shall be personal to Phase Forward, Inc. (and any permitted assignee pursuant to Section 5.6. l ) and shall not be transferable to any assignee or subtenant and (y) in the event that the size of the Premises shall increase at any time during the Lease Term, Landlord executes leases Tenant shall only be entitled to additional parking rights for such additional premises within at the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the SiteOriginal Parking Ratio. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) Tenant uses parking spaces in excess of the aggregate Original Parking Ratio and such commitments result excess usage results in the existence of a "Parking Shortage" Shortage (as hereinafter defineddefined in subsection (C) below), Landlord shall, at its sole cost and expense, shall use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute implement a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges ) and/or (y) locate additional parking areas in the vicinity of the Site and agrees that there may be a temporary disruption in within the CityPoint Project for use as satellite S:\Lcgal\Waltham\77 Fourth Avcnuc\Lcascs\Phasc Forward (H) doc parking in connection with for the conversion to a Managed Parking Program and/or Building (the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction "Off-Site Parking") (Landlord hereby further agreeing to use commercially reasonable efforts to minimize obtain Off-Site Parking within such disruptionCityPoint Project as close to the Site as possible). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented All costs associated with the Managed Parking Program in order to address shall be payable by the tenants of the Building as part of Landlord's Operating Expenses under Section 2.6 below. To the extent that Tenant is the sole user of the Off-Site Parking and the sole cause of the Parking Shortage. For the purposes hereof, a "Parking Shortage" all costs associated therewith shall be defined payable by Tenant as Additional Rent within thirty (30) days after receipt by Tenant of an overuse invoice from Landlord therefore (provided, however, that if Tenant is not the sole user of the parking areas of Off-Site Parking, or is not the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the sole cause of the problem is a particular tenant's overuse of the number of parking spaces provided Parking Shortage, then Tenant shall only be required to such tenant under the terms of pay its lease and shall take reasonable measures to enforce the terms pro rata share of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger costs as part of Landlord's obligations Operating Expenses under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking2.6 below). Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In additionforegoing, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Off­ Site Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.·

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, right to use in the parking areas on the Site the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, automobiles in common with use by other tenants from time to time of the ComplexProperty, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's ’s use. Notwithstanding the foregoing, for so long as and provided Tenant shall be directly leasing Buildings C and D in their entiretyhas not assigned this Lease or sublet all or any portion of the Premises (except to a Permitted Transferee), Tenant shall have the exclusive right if Landlord grants reserved parking rights to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that another tenant in the event Tenant Building, Landlord shall cease to directly lease Buildings C and D in their entiretygrant similar reserved parking rights, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markingson a proportionate basis, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases is changed at any time during the Lease TermTerm as set forth in any future amendment hereto, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Siteadjusted proportionately. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to and in the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexGarage. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.7. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or in the Garage or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional free of charge to Tenantfor the Term of this Lease, to use in the parking areas on the Site throughout the Term the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexBuilding, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding ’s use (provided further that if Landlord shall provide any other tenant in the foregoingBuilding with reserved parking spaces on the Site, for Landlord shall (i) offer Tenant reserved spaces on the same basis as was provided to the other tenant, in proportion to the respective rentable floor areas leased by Tenant and such other tenant, and (ii) so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the occupies more rentable floor area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Building that any other tenant, give Tenant shall cease the first opportunity to directly lease Buildings C and D in their entirety, select the number location of its reserved parking spaces which Tenant shall be entitled to use shall be reduced proportionately based upon within the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted area(s) designated by Landlord under this Section 2.2.1for reserved parking). In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon (subject to the provisions of subsection (B) below) in accordance with the parking ratio set forth in Section 1.1. (B) Tenant has informed Landlord that Tenant may require parking at a ratio greater than the Number of Parking Spaces set forth in Section 1.1 (the “Original Parking Ratio”), and Landlord has estimated, based on projected parking usage patterns, that the existing parking areas on the Site can accommodate parking for up to 4.0 passenger vehicles per 1,000 square feet of the Rentable Floor Area of the Premises initially demised to Tenant (the “Higher Parking Ratio”). In connection with the foregoing, Tenant acknowledges that the total number of actual parking spaces on the Site is sufficient to satisfy parking at the Original Parking Ratio but not at the Higher Parking Ratio, and that the availability of additional parking in an amount up to the Higher Parking Ratio is dependent on the actual usage of the existing parking spaces by the tenants of the Building. Landlord represents that Landlord has not granted any other tenant or occupant of the Site the right to use parking spaces in excess of the Original Parking Ratio, and that it will use commercially reasonable efforts to enforce the terms and provisions of its leases with other tenants of the Building in the event of any use by such tenants of parking spaces in excess of the parking ratios provided to them. In addition, Landlord shall not (i) grant any tenant or occupant at the Site the right to use parking spaces serving the Building at a ratio in excess of the Original Parking Ratio, (ii) voluntarily reduce the number of available parking spaces at the Site unless expressly permitted in this Lease or (iii) grant any other owners, occupants or users of the CityPoint Project or other neighboring properties the right to park in the parking areas on the Site (such as, by way of example only, using a portion of the parking areas at the Site to satisfy any off-site parking obligations set forth in another lease at the CityPoint Project or other development by Landlord or any entity affiliated with Landlord), except to the extent that any of the foregoing can be done without adversely impacting Tenant’s ability to utilize the Higher Parking Ratio or causing a Parking Shortage (e.g., Landlord might be permitted to provide a third party with the right to park on the Site during off-peak hours or for a limited period of time, etc.) Notwithstanding anything contained herein to the contrary (but subject to provisions of the last sentence of the next paragraph of this subsection (B)), Tenant shall not be deemed to be in default of its obligations under this Lease if it shall utilize more than the Original Parking Ratio, so long as Tenant does not exceed the Higher Parking Ratio; provided, however, that (x) the right to utilize the Higher Parking Ratio shall be personal to Phase Forward, Inc. (and any permitted assignee pursuant to Section 5.6.1) and shall not be transferable to any assignee or subtenant and (y) in the event that the size of the Premises shall increase at any time during the Lease Term, Landlord executes leases Tenant shall only be entitled to additional parking rights for such additional premises within at the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the SiteOriginal Parking Ratio. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) Tenant uses parking spaces in excess of the aggregate Original Parking Ratio and such commitments result excess usage results in the existence of a "Parking Shortage" Shortage (as hereinafter defineddefined in subsection (C) below), Landlord shall, at its sole cost and expense, shall use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute implement a managed parking program for the parking areas on the Site (the "“Managed Parking Program"). Tenant acknowledges ”) and/or (y) locate additional parking areas in the vicinity of the Site and agrees that there may be a temporary disruption in within the CityPoint Project for use as satellite parking in connection with for the conversion to a Managed Parking Program and/or Building (the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction “Off-Site Parking”) (Landlord hereby further agreeing to use commercially reasonable efforts to minimize obtain Off-Site Parking within such disruptionCityPoint Project as close to the Site as possible). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented All costs associated with the Managed Parking Program in order to address shall be payable by the tenants of the Building as part of Landlord’s Operating Expenses under Section 2.6 below. To the extent that Tenant is the sole user of the Off-Site Parking and the sole cause of the Parking Shortage. For the purposes hereof, a "Parking Shortage" all costs associated therewith shall be defined payable by Tenant as Additional Rent within thirty (30) days after receipt by Tenant of an overuse invoice from Landlord therefore (provided, however, that if Tenant is not the sole user of the parking areas of Off-Site Parking, or is not the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the sole cause of the problem is a particular tenant's overuse of the number of parking spaces provided Parking Shortage, then Tenant shall only be required to such tenant under the terms of pay its lease and shall take reasonable measures to enforce the terms pro rata share of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by costs as part of Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations ’s Operating Expenses under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking2.6 below). Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In additionforegoing, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Off-Site Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Off-Site Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to use commercially reasonable efforts to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or Off-Site Parking, and Tenant shall reasonably cooperate with Landlord during such conversion (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges and agrees that Landlord shall in no event be deemed to be in default of its obligations under this Lease if it cannot provide Tenant with parking in excess of the Original Parking Ratio, provided that Landlord has used commercially reasonable efforts to implement the Managed Parking Program and/or obtain the Off-Site Parking as set forth herein. In addition, in the event there is a Parking Shortage and Landlord has been unable to implement a Managed Parking Program and/or provide Off-Site Parking despite the use of commercially reasonable efforts as aforesaid, Landlord shall have the right to modify the configuration of or access to the parking areas on the Site (e.g., by creating or designating separate “pods” within the parking areas for parking by specific tenants) as Landlord deems appropriate in its reasonable discretion to insure that Landlord is able to fulfill its obligations under leases with other Building tenants and Tenant to provide parking to such tenants and Tenant at the Original Parking Ratio. In the event that Landlord does create separate “pods” as aforesaid, Landlord shall meet with Tenant beforehand to discuss the proposed location(s) of such pods (Landlord hereby agreeing to consult with Tenant in good faith regarding the location(s) of such pods, provided that the final determination shall be made by Landlord in its reasonable discretion). (C) Subject For the purposes hereof, a “Parking Shortage” shall be defined as a lack of available parking spaces on the Site, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) written complaints from tenants of the Building (which shall include complaints by Tenant) over a period of two (2) weeks indicating that they are unable to find parking spaces at the provisions Building, Landlord shall perform and complete a parking survey of the Site within four (4) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that fewer than seven (7) parking spaces on the Site are available for tenant and visitor parking on more than four (4) Business Days over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant’s overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord or is caused by Tenant’s use of parking spaces in excess of the Original Parking Ratio, then a Parking Shortage shall be deemed to exist and shall trigger Landlord’s obligations under this Section 8.27 below and for so long as Tenant has the exclusive right 2.2.1 to use commercially reasonable efforts to implement the Additional Land Areas (as defined in said Section 8.27), in no event shall Managed Parking Program and/or obtain the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Off-Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive useParking. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (includingwhich may include vehicle stickers and/or access card programs), without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's ’s rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant Permitted Occupant under Section 5.6.6 below5.6.7 below (with the exception of the right to use parking spaces in excess of the Original Parking Ratio, which may not be transferred other than in connection with a transfer permitted under Section 5.6.1 of this Lease). Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Provided that the Tenant shall have the right, at no additional charge to Tenant, to use the Number of Parking Spaces (referred to not default or be in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the Complex, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases default at any time during the Lease Term, the Number of Parking Spaces and provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term comply with and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable Landlord’s or Landlord’s parking rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord in effect from time to time, Tenant shall have during the Lease Term a license to notify the use (for purposes of temporary standard size automobile parking only and not for any overnight parking) up to the number of automobile parking spaces set forth in Section l, Subsection V above, which parking spaces are at no additional charge to Tenant other than the rent and additional rent payable by Tenant under this Lease, all in the parking areas designated by Landlord from time to time (collectively, the “Tenant’s Spaces”). Tenant shall not and shall not permit its officers, employees, agents agents, servants, vendors, suppliers, licensees, customers or invitees to park any vehicle in locations other than Tenant’s spaces as set forth by this Section 14, Parking. This license is for self-service parking only and invitees of such limitation of liabilitydoes not include additional rights or services. Tenant acknowledges further agrees to indemnify, defend and agrees that a license only is hereby grantedhold harmless Landlord for, from and against all claims, damages or liabilities arising out of loss or damage to property or injury to or death of persons, or both, relating to any of the foregoing or to any of Tenant’s Spaces or any use thereof or activity thereon. Tenant shall not assign, sublicense, sublet or transfer any of its rights under this Section 14, Parking, and no bailment in the event any attempt is intended made to assign, sublicense, sublet or transfer any such rights, the same shall be createdvoid and constitute an Event of Default, as defined below. Landlord or its agents shall have the right (but not the obligation) from time to time as a part of the Operating Expenses of the Project, to police all parking spaces for the Building, the Project in which the Building is a part, and for the Premises to assure that Tenant is parking only in the areas designated by Landlord from time to time for Tenant’s use as set forth herein. Landlord shall have the right (but not the obligation) to tow away, at the expense of the vehicle owner, any cars of Tenant that do not park in spaces designated for Tenant’s use or any cars of Tenant’s invitees not parked in areas designated for Tenant’s use or visitor parking. Landlord shall also have the right to pursue all other rights or remedies available at law or in equity.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, right to use in the parking area the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, motorcycles and motor scooters, in common with use by other tenants from time to time of the Complex, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding the foregoing, for so long as Tenant ; however fifteen (15) of such spaces shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "exclusively for Tenant's Visitor Parking Areause shown as the "Designated Spaces" on Exhibit A-2 K attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D"Designated Spaces"). Landlord will use reasonable efforts, by shall have no responsibility for policing the use of of, or enforcing Tenant's right to exclusively use, the Designated Spaces. Tenant, at Tenant's expense, may install signs and markings, to designate indicating that the spaces as being intended Designed Spaces are for the exclusive use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by compliance with applicable Legal Requirements. Landlord under this Section 2.2.1may relocate the Designated Spaces elsewhere on the Site to a location which is not materially further from the main entry to the Building than the location of Designated Spaces shown on Exhibit K upon not less than thirty (30) days advance notice to Tenant. In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program")proportionately. Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to will use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly ensure that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6. Further, and except to for matters arising from the extent of Landlord’s gross negligence negligent or willful misconductand wrongful act or omission of Landlord or its agents, employees or contractors, but subject to Section 8.13 below, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (Aa) At all times during the Term Landlord, at its expense, will provide Tenant with free parking spaces in an amount equal to 256 spaces, fifty-five (55) of which shall be reserved covered parking located in the Building Parking Garage and specifically identified on Exhibit "J", and the remaining 201 parking spaces shall be located on surface lots numbered 1 through 15 on Exhibit "K". Landlord shall clearly xxxx (using Tenant's name) each of the 55 spaces within the Building Parking Garage as reserved for Tenant. There shall be no charge for such parking spaces. In the event the rentable square footage of Tenant's Premises is increased or decreased, the parking for Tenant shall be proportionally adjusted. Tenant shall have no claim on any additional parking not expressly assigned to it in this paragraph. Both the Building Parking Garage and at least 201 parking spaces in the Additional Parking Area shall be available for use 24 hours a day. Landlord shall keep and maintain the Additional Parking Area in a clean and first-class condition. In addition, Tenant Landlord shall have provide at least 50 visitor parking spaces for the right, at no additional charge to Tenant, to use the Number of Parking Spaces (referred to in Section 1.1) all tenants in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the Complex, provided, however, that Building as depicted on Exhibit "L". Landlord shall not be obligated to furnish stalls or spaces on provide personnel to perform parking service but shall provide access control to the Site specifically designated for Tenant's use. Notwithstanding the foregoingBuilding Parking Garage, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). provided Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated liable to police Tenant for losses due to the use of such spacestheft or burglary, which Tenant recognizes are or for injury to be operated persons or property done by unauthorized persons. Currently the parking configuration at the Building and for the Additional Parking Area is on a self­ parking an open, first come, first serve basis. . (b) If Tenant's visitor parking shall not be subject to , its permitted assignees or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases subtenants and/or their respective employees, licensees and guests at any time during the Lease TermTerm are not able to use the Building Parking Garage and/or Additional Parking Area for the parking spaces provided, Landlord shall take whatever steps are necessary to provide Tenant with the Number required number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio parking spaces as set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"6.01(a). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking Except in the event of a Parking Shortage that occurs casualty or condemnation as set forth in paragraph (e) below, if at any time during the last three Term, (3i) years Landlord grants reserved parking spaces in the Additional Parking Area to any tenant in the Building, or (ii) Landlord does not provide Tenant with the required 201 parking spaces in the Additional Parking Area, and if Landlord, within forty-eight (48) hours following written notice from Tenant, does not provide Tenant with the 201 parking spaces as required by this Lease, then, instead of the Lease Term unless first come, first serve open parking system at the Building for Tenant, Landlord shall reserve for Tenant's sole use, 201 parking spaces in the Additional Parking Area (excluding the visitor parking areas as set forth on Exhibit K hereto) which are located closest to the twenty-four (24) hour ingress and until egress entrance to and from the Building ("Reserved Spaces"). The parties hereby acknowledge and agree that Landlord shall be deemed to have not provided Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking required 201 parking spaces in the event that Tenant shall have no further rights to extend the Lease Term and Additional Parking Area as set forth in romanette (yii) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease preceding sentence, if, and only if, two (2) times in any calendar month during the Term), Tenant notifies Landlord that there is not adequate parking for Tenant's employees in the Additional Parking Area, Landlord's property manager or designee confirms that there is not adequate parking for Tenant's employees in the Additional Parking Area, and Landlord does not provide such required parking within the forty-eight (48) hour cure period as set forth in the preceding sentence. (Cc) Subject The parties hereby acknowledge and agree that Landlord shall be deemed to have not provided Tenant with the provisions required 55 spaces in the Building Parking Garage if and only if two times in any calendar month during the Term Tenant provides written notification to Landlord that the required 55 spaces are not available for use by Tenant's employees in the Building Parking Garage, Landlord's property manager or designee confirms that the required 55 spaces are not available for use by Tenant`s employees in the Building Parking Garage, and Landlord does not provide such required parking spaces within 48 hours of Section 8.27 below delivery of Tenant's written notification. If the Landlord is deemed to have not provided Tenant and its employees with the required 55 parking spaces in the Building Parking Garage as aforesaid, then the Rent shall xxxxx for so long as the Premises until Tenant has is provided the exclusive right to use of such 55 parking spaces in the Additional Land Areas (as defined in said Section 8.27)Building Parking Garage; provided further, in no event shall the Additional Land Areas be used by if Landlord fails to provide additional parking facilities or parking the required 55 spaces in the Building Parking Garage for the Site or use of Tenant and its employees for 30 consecutive days, then Tenant may, at any time after such 30 consecutive days, but during the rent abatement period, terminate this Lease by written notice to satisfy Landlord, which notice shall specify the Number effective date of Parking Spaces to termination, and which date shall not be more than 180 days after the date of Tenant's notice of termination. (d) After Tenant is entitled hereunder unless (a) granted the Reserved Spaces as provided in the previous paragraph, and Landlord fails to provide to Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) use 201 parking spaces in the Additional Parking Area in the Reserved Spaces following 48 hours prior written notice from Tenant, then such failure to provide to Tenant covenants and agrees that it and all persons claiming by, through and under it, for Tenant's use 201 parking spaces in the Additional Parking Area in the Reserved Spaces shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to result in Rent abating for the Premises until Tenant is provided the use of such 201 parking spaces in the parking areas on Additional Parking Area in the Site (including, without limitation, those relating to the Managed Parking ProgramReserved Spaces. Additionally, if implemented) provided such rules and regulations are not inconsistent with Landlord fails to provide to Tenant for Tenant's rights under use 201 parking spaces in the Additional Parking Area in the Reserved Spaces following 48 hours prior written notice from Tenant, and such failure to provide to Tenant for Tenant's use 201 parking spaces in the Additional Parking Area in the Reserved Spaces continues for thirty (30) consecutive days, then Tenant may at any time after such thirty (30) consecutive days, but during the Rent abatement period, terminate this Lease and are by written notice to Landlord which notice shall specify the effective date of general applicability to termination which date shall not be more than one hundred eighty (180) days after the occupants date of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent Tenant's notice of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be createdtermination.

Tenant’s Parking. (A) In addition, Tenant shall have the exclusive right, at no additional charge as appurtenant to Tenantthe Premises, to use use, without additional charge, the portion of the parking area shown on the Parking Plan as “100 Hayden Parking Area”. The Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by employee automobiles and other tenants from time to time passenger vehicles (and the occasional parking of the Complexdelivery vans) not longer than thirty (30) feet and no more than two such delivery vans at any one time, provided, however, that Tenant shall be responsible for moving such delivery vans in order for Landlord to perform snow plowing and parking lot maintenance; and provided further that Landlord shall not be obligated to furnish stalls or spaces on the Site in any parking area specifically designated for Tenant's ’s use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) proportionately. In the no event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) shall Tenant have any right to use parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse portion of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces area shown on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Plan as “92 Hayden Parking Program and endeavor to obtain the Alternative ParkingArea”. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord by notice to Tenant with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6.5. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, right to use in the parking area the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the ComplexProperty, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's ’s use. Notwithstanding the foregoing, for so long as and provided (i) no Event of Default has occurred hereunder, and (ii) Tenant shall be directly leasing Buildings C and D in their entiretyhas not assigned this Lease or sublet all or any portion of the Premises (except to a Permitted Transferee), Tenant shall have the exclusive right if Landlord grants reserved parking rights to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that another tenant in the event Tenant Building, Landlord shall cease to directly lease Buildings C and D in their entiretygrant similar reserved parking rights, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markingson a proportionate basis, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases is changed at any time during the Lease TermTerm due to a physical change in the footprint of the Premises, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Siteadjusted proportionately. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6. Further, except to the extent of Landlord’s gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition. Landlord shall maintain, and Tenant (including employees and business invitees) shall have the right, right to use. at no additional charge to Tenantcharge, to use the Total Number of Tenant's Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex I.1 ), solely for the day to day parking of automobilespassenger vehicles, in common with use by other tenants from time to time of the ComplexProperty, providedin the surface parking areas on the Site, however, it being understood and agreed that Landlord shall not be obligated to furnish stalls or spaces on in the Site parking area specifically designated for Tenant's use. Notwithstanding , provided, however, if any other tenant of the foregoingProperty is offered reserved parking spaces on the Site, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which then Tenant shall be entitled to use shall be reduced proportionately receive a corresponding proportionate number of reserved spaces (based upon on the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area rentable area of the Premises increases or decreases at any time during compared to the Lease Termrentable area of the premises leased to such other tenant(s), and which reserved spaces made available to Tenant shall be in lieu of the same number of unreserved spaces then being made available to Tenant) and Tenant shall be given first choice of the location of the reserved spaces being made available by Landlord which selection by Tenant shall be exercised by Tenant in its reasonable discretion. Subject to events beyond Landlord's control, the Number of Parking Spaces provided parking spaces shall be available to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" use (as hereinafter definedexpressly permitted above), Landlord shall24 hours per day, at its sole cost and expense365 days per year, use commercially reasonable best efforts but in no event shall such 24/7/365 access be deemed to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for expand the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either scope of the options described use permitted above to include any other use, including, without limitation, the storage of vehicles or other property, which use is prohibited, except that Tenant may park distribution trucks in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on to which Tenant has access hereunder overnight to the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking extent necessary in connection with the conversion to a Managed Parking Program and/or distribution aspect of Tenant's business operation. During the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best effortsTerm, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event covenants that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of not reduce the total number of parking spaces available for Tenant's use on the Site are available for tenant parking over a period of two by more than five percent (2) weeks5%), then Landlord provided that Tenant shall attempt at all times have the right to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under use, otherwise in accordance with the terms and conditions of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. this Lease, four (iii4) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each per 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required Premises leased by Tenant from time to endeavor to obtain time (excluding the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years Total Area of the Lease Term unless Connector). The parties agree that there are one thousand and until Tenant shall validly exercise its then-current extension option under Section 8.20 below sixty five (it being understood and agreed in connection with the foregoing that (x1,065) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for currently located on the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Site. Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations of general applicability promulgated by Landlord and/or the fee owners from time to time of the Site (or portions thereof) with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the ComplexSite. The parking privileges granted herein are non-transferable except to an a permitted assignee or subtenant permitted or consented to pursuant to as provided in Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below5.6.6. Further, except as expressly provided in this Lease to the contrary and except to the extent of Landlord’s that such loss in fact results from the gross negligence or willful misconductmisconduct of the Landlord Parties (as hereafter defined), Landlord assumes and such owners from time to time of the Site (or portions thereof) assume no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any an) personal property therein, . however caused, . and Tenant covenants and agrees, . upon request from Landlord from time to time, to notify its officers, . employees, . agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, . and no bailment is intended or shall be created.

Tenant’s Parking. (A) In addition, Tenant shall have the right, at no additional charge to Tenant, to use the Number of Parking Spaces (referred to in Section 1.1) in the parking areas of the Complex for the parking of automobiles, in common with use by other tenants from time to time of the Complex, provided, however, that Landlord shall not be obligated to furnish stalls or spaces on the Site specifically designated for Tenant's use. Notwithstanding the foregoing, for so long as Tenant shall be directly leasing Buildings C and D in their entirety, Tenant shall have the exclusive right to use the area designated as "Tenant's Visitor Parking Area" on Exhibit A-2 attached hereto for parking by Tenant and its visitors (it being understood and agreed that in the event Tenant shall cease to directly lease Buildings C and D in their entirety, the number of spaces which Tenant shall be entitled to use shall be reduced proportionately based upon the square footage Tenant continues to directly lease in Buildings C and D). Landlord will use reasonable efforts, by the use of signs and markings, to designate the spaces as being intended for the use of Tenant's visitors, but shall not be obligated to police the use of such spaces, which Tenant recognizes are to be operated on a self­ self-parking basis. Tenant's visitor parking shall not be subject to or affected by any Managed Parking Program instituted by Landlord under this Section 2.2.1. In the event that the Rentable Floor Area of the Premises increases or decreases at any time during the Lease Term, the Number of Parking Spaces provided to Tenant hereunder shall be increased or reduced proportionately based upon the ratio set forth in Section 1.1. (B) In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand One Hundred (1,100) parking spaces in the aggregate, Landlord shall, at its sole cost and expense, commence the process of obtaining the necessary permits and approvals to construct a structured parking facility on the Site. In the event that during the Lease Term, Landlord executes leases for premises within the Complex (including this Lease) that result in the commitment of more than One Thousand Two Hundred Thirty (1,230) parking spaces in the aggregate and such commitments result in the existence of a "Parking Shortage" (as hereinafter defined), Landlord shall, at its sole cost and expense, use commercially reasonable best efforts to at Landlord's election either (x) endeavor to negotiate with adjacent landowners for the right to use land adjacent to the Site as a satellite parking area serving the Complex or (y) endeavor to construct a structured parking facility on the Site (either of the options described in subsections (x) or (y) being hereinafter referred to as the "Alternative Parking"). During Landlord's pursuit of the Alternative Parking, Landlord shall, at its sole cost and expense, institute a managed parking program for the parking areas on the Site (the "Managed Parking Program"). Tenant acknowledges and agrees that there may be a temporary disruption in parking in connection with the conversion to a Managed Parking Program and/or the construction of a new parking facility, and Tenant shall reasonably cooperate with Landlord at no cost to Tenant during such conversion and/or construction (Landlord hereby agreeing to use commercially reasonable efforts to minimize such disruption). Tenant further acknowledges that, despite its use of commercially reasonable best efforts, Landlord may be unable to obtain rights to use additional land or to secure the permits and approvals to construct a new parking facility, and accordingly that in no event shall Landlord be in default of its obligations hereunder so long as (x) Landlord has used commercially reasonable best efforts as aforesaid and (y) Landlord has implemented the Managed Parking Program in order to address the Parking Shortage. For the purposes hereof, a "Parking Shortage" shall be defined as an overuse of the parking areas of the Site such that Tenant is unable to utilize the Number of Parking Spaces provided to Tenant hereunder, as determined in accordance with the following procedure: (i) In the event that Landlord receives four (4) complaints from tenants of the Complex over a period of two (2) weeks indicating that they are unable to find parking spaces at the Complex, Landlord shall perform and complete a parking survey of the Complex within two (2) weeks of its receipt of the last such complaint. (ii) If the parking survey indicates that less than ninety-eight percent (98%) of the total number of parking spaces on the Site are available for tenant parking over a period of two (2) weeks, then Landlord shall attempt to ascertain whether the cause of the problem is a particular tenant's overuse of the number of parking spaces provided to such tenant under the terms of its lease and shall take reasonable measures to enforce the terms of such lease and rectify the situation. (iii) In the event that the overuse cannot be readily addressed by Landlord, then a Parking Shortage shall be deemed to exist and shall trigger Landlord's obligations under this Section 2.2.1 to implement the Managed Parking Program and endeavor to obtain the Alternative Parking. Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that Landlord shall be under no obligation whatsoever (under this subsection (B) or otherwise) to address a Parking Shortage at the Site to the extent such Parking Shortage is caused by the use of parking spaces by any subtenant of Tenant's in a ratio greater than three (3) parking privileges for each 1,000 square feet of rentable floor area of the subleased premises. In addition, under no circumstances shall Landlord be required to endeavor to obtain the Alternative Parking in the event of a Parking Shortage that occurs during the last three (3) years of the Lease Term unless and until Tenant shall validly exercise its then-current extension option under Section 8.20 below (it being understood and agreed in connection with the foregoing that (x) Landlord shall have no obligation to endeavor to obtain the Alternative Parking in the event that Tenant shall have no further rights to extend the Lease Term and (y) Landlord shall nonetheless be required to implement the Managed Parking Program to address the Parking Shortage irrespective of the amount of time remaining in the Lease Term). (C) Subject to the provisions of Section 8.27 below and for so long as Tenant has the exclusive right to use the Additional Land Areas (as defined in said Section 8.27), in no event shall the Additional Land Areas be used by Landlord to provide additional parking facilities or parking spaces for the Site or to satisfy the Number of Parking Spaces to which Tenant is entitled hereunder unless (a) Tenant shall request the same, (b) such spaces are approved by applicable government authorities and (c) such spaces are designated for Tenant's exclusive use. (D) Tenant covenants and agrees that it and all persons claiming by, through and under it, shall at all times abide by all reasonable rules and regulations promulgated by Landlord with respect to the use of the parking areas on the Site (including, without limitation, those relating to the Managed Parking Program, if implemented) provided such rules and regulations are not inconsistent with Tenant's rights under this Lease and are of general applicability to the occupants of the Complex. The parking privileges granted herein are non-transferable except to an assignee or subtenant permitted or consented to pursuant to Section 5.6 through Section 5.6.5 or to a permitted occupant under Section 5.6.6 below. Further, except to the extent of Landlord’s 's gross negligence or willful misconduct, Landlord assumes no responsibility whatsoever for loss or damage due to fire, theft or otherwise to any automobile(s) parked on the Site or to any personal property therein, however caused, and Tenant covenants and agrees, upon request from Landlord from time to time, to notify its officers, employees, agents and invitees of such limitation of liability. Tenant acknowledges and agrees that a license only is hereby granted, and no bailment is intended or shall be created.