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be awarded In the some suitor recovered Ina separate sull, whether or not such action or proceeding Is pursued to decision or judgment. The term, "Prevailing
<br />Party" shall Include, without lInshatlon, a Party watcher who substantially obtains or defeats the rellef sought, as" case maybe, whether by compromise,
<br />settlement, judgment, of the abandonment by the other Party or Broker of Its claim ar defense. The attorneysfees award shall not be computed in accordance with
<br />any court fee schedule, but shall be such as to fully relreburse all attorneys' fees reasonably Incurred. Inaddleon, Lessor shall be entitled to attorneys' fees, costs and
<br />expenses Incurred In the prepare don and service of notices of Default and consultations in connection therewith, whether or not a legal action Is subsequently
<br />commenced In connecnon with such Des uIt or resulting Breech f$2001s a reasonable minimum per occumence for such services and consultation).
<br />32, Letoes Access; Showing Pro misos;Repairs. Lessor and lessor's agents shall havethe right to enter the Premises at any time, in the Wm of an emergency, and
<br />otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such
<br />allemtiom, so pain, Improvement or addidons to the Premises as Lessor may deem necessary or desirable and the erecting, using and mebintalning of udlldes,
<br />services, pipes and conduits through the Premises and/or other premises as long as there Is no material adverse effect on Lessee's use of the Premises. All such
<br />activities shall be without abatement of rent or Ilabillty to lessee.
<br />33. Auctions, Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written cement. Lesmf shall not be
<br />ebllgated to exercise any standard of reasonableness In determining whether to permit an auction.
<br />34. Signs. Lessor may place on the Premises ordinary 'For Sale" signs at any time and ordinary"For Law' signs during the last 6 months of the term hereof. Except
<br />for ordinary "for sublease" signs, Lessee shell not place any sign upon the Premises without lessor's prior written consent. All signs muss comply with all Applicable
<br />Requirements,
<br />35, nomination; Merger. UMass spedfically stated other wise In writing by lessor, the voluntary or other surrender of this Lease by Lessee, the mutual terminators
<br />or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automaticallyterminate any sublease or lesser estate In the Premises; provided,
<br />however, that Lessor may elect to continue any one or all existing subtenancles. Letter's failure within 10 days following any such event to elect to the contrary by
<br />wdden notice to the holder of any such lesser Interest, shall constitute Lessor's election to have such event constitute the termination of such interest.
<br />36. Consents, All requests for consent shall be in writing. Except as otherwise provided hemtn, wherever to this tease the consent of a Party is required to an act by
<br />or for the other Party, such consent shs11 not be unreasonably withhold or delayed. Lessor's actual reasonable costs and expanses (Including but not limited to
<br />ambience, attorneys', engineers' and other consultente fees) incurred In the consideration of, as response to, a request by lessee fat any lessor consent, Including
<br />but not limited to consents to in assignment, a sobletling or the presence or use of a RasardousSubstance, shall be paid by lessee upon receipt of an Invoice and
<br />supporting documentation therefor, Lessor'scoment to any act, assignment or subletting sisal not constitute an acknowledgment thatno Default or Breach by Lessee
<br />of this Lease exists, nor shall such consent be deemed a walver of any then existing Default or Breach, except as maybe otherwise spedgcally stated inwrmng by
<br />Lessor at the home of such consent. The (allure to specify herein any particular condition totaste r's consent shall not preclude the imposition by Lessor at the done of
<br />consent of such further or other conditions as are then reasonable with reference to the particular mane, for which consent Is being8lvao. In the event that either
<br />Party also gmes with any determination made by the other lut ounder and reasonably requests the reasons for such determination, the determining party small furnish
<br />Its ,Batons In writing and In reasonabe detail within 10 business days following such request.
<br />37. Guarantor.
<br />37.1 Execution. The Guarantors, If any, shall each execute a guaranty In the form most recently published BY AIR CAE, and each such Guarantor shall have the
<br />same obligations as lessee under this Lease.
<br />$7.2 Default It shall constitute a Otto Ott of the Lessee if 0MyGeometer falls or reforms, upon request to provide: (a)s videnae of the exetudon of the guaranty,
<br />Including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and In the use of a corporate Guarantor, a certified copy of a resolution of its
<br />board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an estoppel CeBBcate, or (d) written confirmation that the guaranty is
<br />still In effect.
<br />3a, quiet Postesslon. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed
<br />and performed under this Lease, Lessee shall ITawquiet possession and qulet enjoyment of the Premises during the term hereof,
<br />39. Opttom. It Lessee Is granted any Option, asdelined below, then the following provisions shall apply.
<br />39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend at reduce the term of or renew any lease
<br />that lessee has on other property of Lessor, (till the right of flat refusal or first offer to IOW either the Peembes or other property of Lessor, fc) the right to purchase,
<br />the right of first offer to purchase or the right of first refusal to purchase the Promises or other property of Lessot.
<br />29.2 Options Personal To Orlglnal Lessee. Any Option granted to lessee In this lease Is personal to the original Lessee, and cement be assigned of exorcised by
<br />anyone other then Bald orlglnet Lessee and Only while the original Lessee is In full possession of the Premises and, If requested by Lessor, with lessen tent ying Ihnt
<br />Lessee has no Intendon of thereanet assigning or subletting.
<br />39.3 Multiple Options. In the event that lessee has any multiple Options to extend or renew this tea", a later Option on not be exercised unless the prior
<br />Options have been validly exercised.
<br />39.4 Effect of Default on Options.
<br />(a) Lessee shall have no right to exercise an Option; 11)clwas the period commencing with the giving of any notice of Default and Conti until said
<br />Default is cured, (III during the period of time any Rent Is unpaid (without legend to whether notice thereof Is given Lessee), (011 during the time Lessee Is In Breach of
<br />this lease, or IN) In the event that Lessee has been given 3 or mare notices of separate Default, whether or not the Defaults are cared, during the 22 month period
<br />Immediately preceding the exercise of the Option.
<br />(b) The period of Into within which an Option maybe exercised shall not be extended or enlarged by reason of Lessee's Inability to emrdse an Option
<br />oeraute of the provisions of Pamgroph 39.4(e).
<br />(c) An Option shah terminate and beef no further force or offers, notwithstanding Lessee's dueand timely exercise of the Option, If, after such exercise
<br />and prior to the commencement of the extended term orcomplodon either purchase, (1) Lessee fallsto pay Rent for a period of 30 days after such Rent becomes due
<br />(without any necessity of Lessor to give notice themol), or (B) if lessee commits a Breach of this lease.
<br />40, Multiple Buildings. Iftlte Promises are apart of a groupof bulldingscontrolled by Lessor, Lessee agrees that It will abide byroad conform to all reasonable rules
<br />and regulations which Lessor maymake from time to Time for the management, solely, and rare ofsald properties, Including the rare and cleanliness of the grounds
<br />and Including the parking, loading and unloading of vehicles, and to cause Its employees, suppliers, shippers, customers, tootfactors and luvilees to m abide and
<br />Wgysfafall, Lessee also agrees to pay Its fair share of common expenses Incurred in connection with such rules and regulations.
<br />IfNITIALS
<br />RL 2019AIR CRE. All Rights Reserved. Last Edited; 2/25/20219:53 AM
<br />STN-27.30, Revised 11-25-2019 Page 14 of 16
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